F-4/A









Exhibit 10.16  



SERIES A1 PREFERRED
SHARE PURCHASE AGREEMENT 



This Series A1 Preferred Share
Purchase Agreement (this “Agreement”) is entered into as of the 20th day
of July, 2007 by and between Negevtech Ltd., a private company organized
under the laws of the State of Israel, with registered office at 12 Hamada Street,
Rehovot, 76703 Israel, and corporate registration number 51-163426-3 (hereinafter the
“Company”), and the Investors listed in Schedule A
attached hereto (hereinafter each an “Investor” and collectively the
“Investors”). 



WITNESSETH 



        
WHEREAS the Investors desire to purchase Series A1 Preferred Shares in the Company and
the Company desires to sell and issue Series A1 Preferred Shares in the Company, with such
rights, preferences and privileges as set forth in the Amended Articles (as such term is
defined below) (“Series A1 Preferred Shares”) pursuant to the terms and
conditions set forth in this Agreement; and 



        
WHEREAS, immediately prior to the Closing (as defined below), the Company shall effect
a Recapitalization (as defined and described in Section 1.1 below); and 



        WHEREAS,
as an inducement to the Company’ shareholders holding Series AA Preferred Shares
and/or Series BB-1, BB-2, BB-3 and BB-4 Preferred Shares of the Company (the
“Preferred Shareholders”) to exercise fully the rights offered to them to
purchase the Company’s Series A1 Preferred Shares under this Agreement, at the
Closing the Company shall convert the Recap Ordinary Shares (as defined below) held by
each Participating Investor (as defined below) into the Company’s Ordinary Preferred
A Shares and/or Ordinary Preferred B Shares, as the case may be, on a one-to-one basis,
all as provided hereinafter; and 



        WHEREAS,
the Company and the Investors desire to set forth the terms and conditions of the sale and
purchase of the Company’s Series A1 Preferred Shares; 



        
NOW THEREFORE, in consideration of the covenants and promises set forth herein, the
parties hereto agree as follows: 



	1.  	Recapitalization;
Purchase and Sale of Shares  






	 	
At
or immediately prior to (as set forth below), and in any event contingent upon the
Closing (as defined below), the following transactions shall occur simultaneously (no
transaction shall be deemed to have been completed until all such transactions have been
completed, all subject to the terms and conditions of this Agreement:  






	1.1  	Recapitalization  






	 	
A
recapitalization shall take place as reflected in the Capitalization Table attached
hereinafter as Schedule 2.2(b) (respectively, the “Recapitalization” and
the “Capitalization Table”), such that:  






	 	
(i)
            all of the Company’s issued and outstanding and registered and unissued
          Series AA Preferred Shares and Series BB-1, BB-2, BB-3 and BB-4 Preferred
Shares           (the “Original Preferred AA  Shares”, “Original
          Preferred BB Shares”, respectively) shall automatically be converted
          into Ordinary Shares of the Company on a one-to-one basis (the           “Converted
Ordinary Shares”); and  














	 	
(ii)
            an additional number of Ordinary Shares shall be issued to the holders of
such           Original Preferred AA Shares and Original Preferred BB Shares so as to
bring the           total number of the Converted Ordinary Shares and the additional
Ordinary Shares           so issued to 99% of the fully diluted share capital of the
Company (the fully           diluted share capital shall exclude for such purpose any
warrants to purchase           Preferred AA Shares, as adjusted pursuant to the
Recapitalization), to be           allocated among the holders of Original Preferred AA
Shares and Original           Preferred BB Shares in proportion to the total cash amounts
previously paid to           the Company for the purchase of all such Original Preferred
AA Shares and           Original Preferred BB Shares, as set forth in the Reallocation
Table attached           hereto as Schedule 1.1(ii) (the “Reallocation
          Ordinary Shares”) ;and  






	 	
(iii)
            a 100:1 consolidation of the entire share capital of the Company shall be
          affected (with any resulting fractions rounded to the nearest whole number)
(the           “Consolidation”); and  






	 	
(iv)
            an additional number of Ordinary Shares shall be issued to each holder of
          Original Preferred BB Shares who is a Participating Investor, in consideration
          of the waiver by the holders of Original Preferred BB Shares of the existing
          full-ratchet anti-dilution protection attached to the Original Preferred BB
          Shares, such number resulting from applying 85% of the full-ratchet protection
          such holders of Original Preferred BB Shares would have been entitled to
receive           upon the Closing had the Ordinary Preferred B Shares been entitled to
such           anti-dilution rights and assuming a price per Ordinary Preferred B Share
that is           equal to US$20,000,000 divided by the aggregate number of Converted
Ordinary           Shares and Reallocation Ordinary Shares (the “Anti-Dilution
Ordinary           Shares”); and  






	 	
(v)
            All outstanding warrants issued by the Company to purchase Original Preferred
          AA Shares (to the extent not cancelled) and warrants to purchase Original
          Preferred BB Shares shall be adjusted into warrants to purchase the same number
          of Ordinary Shares of the Company, followed by an adjustment of the number of
          purchasable shares and exercise price as a result of the Consolidation;  






	 	
The
Converted Ordinary Shares, the Reallocation Ordinary Shares and the Anti-Dilution
Ordinary Shares shall together be referred as the “Recap Ordinary Shares”.  






	 	
For
avoidance of doubt, the holdings of each shareholder of the Company following the
Recapitalization shall be as reflected and set forth in the Capitalization Table.  






	1.2  	Sale
and Issuance of Series A1 Preferred Shares  






	 	
At
the Closing, subject to the terms and conditions of this Agreement, the Investors shall
purchase, severally and not jointly, and the Company shall sell and issue to the
Investors, severally and not jointly, an aggregate amount of 11,333,583 (Eleven Million
Three Hundred and Thirty Three Thousand Five Hundred and Eighty Three) Series A1 Preferred
Shares of the Company, par value NIS 1 each (the “Issued A1 Preferred
Shares” or the “Issued Shares”), at US$ 1.3235 per share (the
“Price Per Share”), representing a pre-money valuation of the Company of
US$20,000,000 on a fully diluted basis following the Recapitalization (excluding from the
fully diluted basis for such purpose all warrants to purchase Series AA Preferred Shares,
which shall be cancelled prior to the Closing, but including the ESOP Pool (as defined
below)), for an aggregate investment of US$15,000,000 (Fifteen Million US Dollars) (the
“A1 Purchase Price”) convertible into Ordinary Shares of the Company
(Ordinary Shares issuable upon the conversion of the Issued Shares or upon conversion of
Ordinary Preferred A Shares or the Ordinary Preferred B Shares shall be referred to as
“Conversion Shares”), to be purchased by, and issued to each of the
Investors as set forth in Schedule A, in consideration for the amount
indicated opposite such Investor’s name. 






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	1.3  	Conversion
of Recap Ordinary Shares  






	 	
At
the Closing, subject to the terms and conditions of this Agreement, the Company shall
convert all Recap Ordinary Shares held by each Participating Investor into Ordinary
Preferred A Shares of the Company (the “Ordinary Preferred A Shares”)
and/or Ordinary Preferred B Shares of the Company (the “Ordinary Preferred B
Shares”), as the case may be, on a one to one basis, such that following such
conversion, (i) each Participating Investor who was a holder of Original Preferred AA
Shares shall hold one Ordinary Preferred A Share for approximately every $11.1 (Eleven US
Dollars and Ten Cents) previously paid to the Company for the purchase of the Original
Preferred AA Shares previously held by such holder; (ii) and each Participating Investor
who was a holder of Original Preferred BB Shares, shall hold one Ordinary Preferred B
Share for approximately every $11.1 (Eleven US Dollars and Ten Cents) previously paid to
the Company for the purchase of the Original Preferred BB Shares previously held by such
holder, and (iii) all Anti-Dilution Ordinary Shares shall be converted into Ordinary
Preferred B Shares on a one-to-one basis, all as set in the Conversion Table attached
hereto as Schedule 1.3(a). 






	 	
A
“Participating Investor” shall mean a Preferred Shareholder of the
Company that held Original Preferred AA Shares and/or Original Preferred BB Shares
immediately prior to the Recapitalization and who participates in the purchase of the
Preferred A1 Shares hereunder in at least its Pro-Rata Portion (as such term is defined
below). 






	 	
A
“Pro Rata Portion” shall mean an amount resulting from the multiplication
of the total amount of Series A1 Preferred Shares offered hereinunder, by a fraction:
(i) the numerator of which shall be the total number of Recap Ordinary Shares held by
a Preferred Shareholder immediately prior to the Closing and following the
Recapitalization, and (ii) the denominator of which is the total number of Recap
Ordinary Shares outstanding immediately prior to the Closing and following the
Recapitalization held by all Preferred Shareholders, assuming, for the purpose of such
calculation, that all Preferred Shareholders of the Company participate in the investment
hereunder, all as set forth in the Pro-Rata Portion Table attached hereto as
Schedule 1.3(b); provided that all Preferred A1 Shares purchased by
persons and/or entities that are Permitted Transferees of each other (as defined in the
existing Articles of Association of the Company) shall be aggregated together for the
purpose of determining whether an Preferred Shareholder purchases its full Pro-Rata
Portion; and provided further that, an Preferred Shareholder that purchases at least 80%
of its Pro-Rata Portion shall be deemed to have purchased its full Pro-Rata Portion, if
other Preferred Shareholders of the Company purchase in excess of their Pro-Rata Portions,
such that the total number of Series A1 Preferred Shares indicated in Section 1.2 above
shall be purchased under this Agreement. 






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	1.4 	The
rights, preferences and privileges of the Series A1 Preferred Shares, the Ordinary
Preferred A shares and the Ordinary Preferred B Shares are as set forth in the Amended
Articles of Association of the Company attached hereto as Exhibit A (hereinafter
referred to as the “Amended Articles”) and in the Shareholders
Rights Agreement as amended and restated upon the Closing, in the form attached hereto as
Exhibit B (hereinafter referred to as the “Shareholders Rights Agreement”).






	1.5  	Closing.  






	 	
The
closing of the purchase and sale of the Issued Shares to the Investors (the
“Closing”) shall take place on July 20, 2007 or at such other time and
place as may be agreed upon orally or in writing by the Company and the Investors
investing at least 60% of the A1 Purchase Price invested by all Investors (together, the
“Majority Investors”). At the Closing, the following actions shall occur
simultaneously (no action shall be deemed to have been completed or any document delivered
until all such actions have been completed and all required documents delivered): 






	 	(a) 	the
Company shall deliver to the Investors (unless waived by the Majority
               Investors): 






	 	(i) 	copies
of resolutions of the Company’s shareholders, in the form attached
               hereto as Schedule 1.5(a)(i), by
               which, inter alia: (i) the Articles of Association of the Company were
replaced                by the Amended Articles; (ii) the authorized share capital of the
Company was                increased, the ESOP pool has been increased in accordance with
Section 1.7 below                and the Issued Shares, the Ordinary Preferred A Shares
and the Ordinary                Preferred B Shares have been created; (iii) all actions
and resolutions required                in connection with the Recapitalization and the
conversion of the Recap Ordinary                Shares into Ordinary Preferred A Shares
and Ordinary Preferred B Shares under                Sections 1.1 and 1.3 above, have
been authorized and approved; and (iv) this                Agreement and all ancillary
documents thereto were approved;  






	 	(ii) 	validly
executed share certificates covering the Issued Shares, the Ordinary
               Preferred A Shares and the Ordinary Preferred B Shares, issued in the name
of                each Investor, in the form attached hereto as Schedule
1.5(a)(ii)(a), provided that the share certificates of the Ordinary Preferred A
Shares and                the Ordinary Preferred B Shares shall be delivered only against
delivering to                the Company by each Participating Investor of the share
certificates covering                the Original Preferred AA Shares and/or the Original
Preferred BB Shares                originally held by it (or a written statement signed
by such Participating                Investor that such certificate(s) have been lost,
stolen or destroyed, in the                form attached hereto as Schedule 1.5(a)(ii)(b); 






	 	(iii) 	a
copy of a resolution of the Company’s Board of Directors (the                “Board”),
inter alia: (i) approving the execution, delivery and                performance of this
Agreement and the ancillary documents thereto, (iii) issuing                and allotting
the Issued Shares, the Ordinary Preferred A Shares and the                Ordinary
Preferred B Shares, and (iii) approving all relevant acts and adopting                all
relevant resolutions in connection with the Recapitalization, all in the
               form attached hereto as Schedule 1.5(a)(iii);  






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	 	(iv) 	a
copy of the Company’s share register registering the Issued Shares, the
               Ordinary Preferred A Shares and the Ordinary Preferred B Shares in the
               Investors’ names and reflecting the shareholding in the Company
following                all actions and resolutions in connection with the
Recapitalization and the                conversion of shares under Sections 1.1 and 1.3
above;  






	 	(v) 	a
copy of the notices to be provided by the Company to the Israeli Registrar of
               Companies immediately after the Closing as required under the law
(including                with respect to the issuance of the Issued Shares and to the
Recapitalization);  






	 	(vi) 	a
copy of the approvals of the transactions contemplated hereby from: (i) the
               Office of the Chief Scientist of the Ministry of Industry and Trade of the
State                of Israel (“OCS”); (ii) the Investment Center; and
(iii) any                other third party the consent of which is required;  






	 	(vii) 	To
the extent requested, Indemnity and Release Agreements to the members of the
               Company’s Board of Directors in the forms attached hereto as Schedule
               1.5(a)(vii), duly executed by the Company.  






	 	
(b)
               The Company shall notify the Israeli Registrar of Companies of the
issuance of                the Issued Shares and the other transactions hereunder
promptly after the                Closing and shall deliver a copy of such filed stamped
notices to the                Investors’ counsel.  






	 	
(c)
                      The non-Israeli Investors shall deliver to the Company a duly
executed                     undertaking to the OCS in the form substantially attached
hereto as Schedule 1.5(c), to the extent required by the OCS and if
                    they have not already delivered such undertaking in the past.  






	1.6  	Payment
&Conversion of Bridge Loans  






		(a)         
$10
Million out of the total A1 Purchase Price shall be due and payable at the
                    Closing, such that each Investor shall pay at the Closing the
applicable amount                     specified opposite such Investor’s name in
column I of Schedule A.                     The remaining proceeds out of the A1
Purchase Price (the “Remainder                     Amount”) shall be due
and payable by each Investor, in the applicable                     amount specified
opposite such investor’s name in column II of Schedule A,                     within
14 (Fourteen) days following receipt of a written notice from the Company
                    of a call made by the Board.  






	 	(b)        
Payments
shall be made by the Investors to the Company in U.S. dollars by way
                    of a bank transfer to the Company’s account (Bank Leumi Le’Israel
BM,                     Rehovot Business Branch (978), account No. 222200/29), by
cancellation of such                     Investor’s respective portion of the Loan
Amount (as defined in subsection                     (c) below) or by such other form of
payment as is mutually agreed by the Company                     and each Investor.  






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	 	(c)        
The
parties acknowledge that the Investors identified on Schedule
                    1.6(c) hereto (collectively, the
                    “Lenders”, and individually, a
                    “Lender”) have extended to the Company
bridge                     loans in the original aggregate principal amount of $5,000,000
(the                     “Loan Amount”) pursuant to the
terms and                     conditions of that certain Convertible Loan Agreement dated
as of May 7, 2007                     and that certain Convertible Loan Agreement dated
as of June 1, 2007                     (collectively, the “Loan Agreements”)
between the Company, on one hand, and the                     Lenders (or part of them),
on the other hand. At the Closing, the respective                     unpaid portion of
the Loan Amount plus all interest accrued until July 1, 2007,                     owed to
each Lender (without taking into account any accrued interest following
                    July 1, 2007, or discounts, which are waived by the Lenders as of the
Closing),                     as set forth on Schedule A, shall
become immediately due                     and payable and shall be applied against the
applicable amount of the A1                     Purchase Price to be transferred to the
Company by such Lender in consideration                     for the Series A1 Preferred
Shares purchased by it at the Closing.                     Notwithstanding anything to
the contrary in the Loan Agreements, each Lender                     hereby waives its
rights for any accrued but not paid interest accrued after                     July 1,
2007, discount, any conversion rights and/or any other rights granted to
                    it under the terms of the Loans Agreements. Each Lender hereby
acknowledges that                     upon the issuance of the Issued Shares to such
Lender as contemplated hereunder,                     the Loan Amount owing to such
Lender (including any interest accrued after July                     1, 2007, or any
discount) shall be deemed fully paid and extinguished, and the
                    Company shall have no further obligations to such Lender under the
Loan                     Agreements or any document or instrument in connection
therewith.  






	1.7  	ESOP  






	 	
Immediately
prior to the Closing, the number of Ordinary Shares reserved for allocation under the
Company’s Employees Share Option Plan (“ESOP”) shall be increased so
as to equal 10% of the Company’s share capital on an as converted and fully diluted
basis immediately after the Closing, excluding from the fully diluted basis for such
purpose all existing warrants to purchase Series AA Preferred Shares, to the extent not
cancelled prior to the Closing (the “ESOP Pool”). 






	2.  	Representations
and Warranties of the Company  






The Company hereby represents and
warrants to the Investors that, except as set forth in this Agreement, the Exhibits and
Schedules hereto and the Schedule of Exceptions attached hereto, which exceptions
shall be deemed to be representations and warranties as if made hereunder, the following
representations are true and correct on the date of this Agreement and shall be true and
correct on the date of Closing as if made on such date: 



	2.1  	Organization,
Good Standing and Qualification. 






The Company is a private company duly
organized and validly existing under the laws of the State of Israel and incorporated on
December 22, 1991. The Company has all requisite corporate power and authority to carry on
its business as now conducted and as proposed to be conducted in: (i) the Operation
Plan approved by the Board on May 17, 2007; (ii) the Marketing Penetration Plan (as
defined below); and (iii) the 2007 Budget approved by the Board on May 17, 2007 (the
“2007 Budget”)(subsections (i), (ii) and (iii) are collectively referred
to herein as the “Updated Work Plan”), copies of which have been
delivered to the lead counsel for the Investors. The Company is duly qualified to transact
business in each jurisdiction in which the failure so to qualify is reasonably likely to
have a material adverse effect on its assets, financial condition, operating results,
prospects or business of the Company as presently conducted and as proposed to be
conducted in the Updated Work Plan (“Material Adverse Effect”). The
Memorandum of Association and Articles of Association of the Company, all as currently in
effect, are attached hereto as Schedule 2.1. 



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	2.2  	Capitalization
and Voting Rights.  






On the date hereof, the authorized
share capital of the Company consists of NIS 964,500 divided into: 



     (i)
          53,000,060 Ordinary Shares, par value NIS 0.01 each, of which 624,949 Ordinary
          Shares are issued and outstanding and 5,636,003 of which are reserved for
          issuance to employees, consultants, officers, or directors of the Company and/or
          subsidiary thereof pursuant to the Share Option Plans (such number not including
          393,500 Ordinary Shares issued upon exercise of options granted to employees of
          the Company), of which 5,487,976 have been allocated and the remaining are
          available for future issuance, (ii) 15,000,000 Preferred AA Shares, par value
          NIS 0.01 each, of which 13,144,070 are issued and outstanding, (iii) 12,137,708
          Preferred BB-1 Shares, par value NIS 0.01 each, of which 8,152,256 are issued
          and outstanding and (iv) 4,000,000 Preferred BB-2 Shares, par value NIS 0.01
          each, of which 3,597,106 are issued and outstanding, (v) 5,862,292 Preferred
          BB-3 Shares, par value NIS 0.01 each, of which 5,859,274 are issued and
          outstanding, and (vi) 6,449,940 Preferred BB-4 Shares, par value NIS 0.01 each,
          of which 4,338,096 are issued and outstanding. 



Following the Recapitalization and
the Closing, the authorized share capital of the Company will be NIS 56,000,000 divided
into (i) 30,000,000 Ordinary Shares, par value NIS 1 each, of which 1,067,013 Ordinary
Shares are issued and outstanding and of which 2,640,571 are reserved for issuance to
employees, consultants, officers, or directors of the Company and/or subsidiaries thereof
pursuant to the Share Option Plans (such number not including 3,935 Ordinary Shares
already issued upon past exercise of options granted to employees of the Company), of
which 54,880 have been allocated and the remaining are available for future issuance, (ii)
3,500,000 Ordinary Preferred A Shares, par value NIS 1 each, of which 2,386,991 are issued
and outstanding, (iii) 10,000,000 Ordinary Preferred B Shares, par value NIS 1 each, of
which 9,000,062 are issued and outstanding, and (iv) 12,500,000 Series A1 Preferred
Shares, par value NIS 1 each, of which 11,333,583 are issued and outstanding. 



The Ordinary Shares and Preferred
Shares outstanding prior to the Closing and the Recapitalization, are all duly and validly
authorized and issued, fully paid and nonassessable, were issued free of any lien, pledge,
claim, charge, restriction, encumbrance or third party rights of any kind
(“Security Interest”), and were issued in compliance with all applicable
laws, including the relevant securities laws of the State of Israel. 



A complete and correct list of the
security holders of the Company (including, all warrants and options of the Company’s
capital stock) immediately prior to the Closing and the Recapitalization is set forth in
Schedule 2.2(a) attached hereto. The individuals and entities
identified in Schedule 2.2(a) as the shareholders of the Company
immediately prior to the Closing are the registered owners, and to the Company’s best
knowledge, the lawful owners, beneficially and of record, of all of the issued and
outstanding share capital of the Company, free and clear of any Security Interest,
restrictions, rights, options to purchase, proxies, voting trust and other voting
agreements, calls or commitments of every kind, and none of the said individuals owns any
other shares, options or other rights to subscribe for, purchase or acquire any capital
stock of the Company. 



Immediately following the
Recapitalization and the Closing, the complete and correct list of the shareholdings
(including all warrants and options) of the Company’s share capital will be as set
forth in the Capitalization Table attached hereto as Schedule 2.2(b). 



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Except for (i) the options, warrants
and rights detailed in Schedule 2.2(b), (ii) the Issued Shares
to be issued under this Agreement and the conversion privileges of such Issued Shares,
(iii) the Recapitalization, (iv) the rights provided in Sections 2, 3 & 4 of
the Shareholders Rights Agreement, and (v) rights pursuant to the Company’s Articles
of Association, there are no outstanding or authorized subscriptions, options, warrants,
calls, rights (including conversion or preemptive rights), commitments, anti-dilution
rights, exchange rights, or other rights or securities, of any nature whatsoever, or any
other agreements, undertakings, promises or commitments of any character for the purchase
of or acquisition from the Company of any shares of its share capital or any security
convertible into, or exchangeable for, or evidencing the right to subscribe for, any
shares. 



The Company is not a party or subject
to any agreement or understanding, and, to the best of the Company’s knowledge, there
is no agreement or understanding between any persons and/or entities, which affects or
relates to the voting or giving of written consents with respect to any security or by a
director of the Company. 



	2.3  	Officers
and Directors.  






	 	(a) 	The
Company and the Subsidiary’s current officers and directors are the
               individuals appearing in Schedule 2.3 hereto. Except
as set                forth in the Company’s Articles of Association and the
Shareholders Rights                Agreement, the Company has no agreement, obligation or
commitment with respect                to the election of any individual or individuals
to the Company’s Board of                Directors. To the Company’s best
knowledge, there is no voting agreement or                other arrangement among the
Company’s shareholders, and there is no                agreement or understanding
between any persons and/or entities, which affects or                relates to the
voting or giving written consents with respect to any security or                by a
director and/or officer of the Company. 






	 	(b) 	There
are no agreements, commitments and understandings, whether written or
               oral, with respect to any compensation to be provided by the Company or
the                Subsidiary to any of their directors or officers except as set forth
in the Schedule of Exceptions. 






	2.4  	Subsidiaries.  






The Company owns, beneficially and of
record, all of the issued and outstanding share capital of its subsidiaries in Delaware
USA, Singapore, Japan and Germany (jointly, the “Subsidiary”) and all the
rights thereto, free and clear of liens, claims, charges, encumbrances, restrictions,
rights, options to purchase, proxies, voting trust or other voting agreements. Except for
the Subsidiary, the Company does not own any of the issued and outstanding share capital
of any other company, and is not a participant in any partnership, joint venture or other
business association. There are no other share capital, preemptive rights, convertible
securities, outstanding warrants, options or other rights to subscribe for, purchase or
acquire from any Subsidiary or from the Company, any share capital of such Subsidiary and
there are no contracts or binding commitments providing for the issuance of, or the
granting of rights to acquire, any share capital of any Subsidiary. All issued and
outstanding share capital of the Subsidiary was duly authorized, and is validly issued and
outstanding and fully paid and nonassessable. The Subsidiary is duly organized, validly
existing and in good standing under the laws under which it is incorporated and has full
corporate power and authority to own, lease and operate its properties and assets and to
conduct its business as now being conducted and as proposed to be conducted. Neither the
nature of any Subsidiary’s business as now conducted or as presently proposed to be
conducted nor its ownership or leasing of property require that such Subsidiary be
qualified to do business or be in good standing in any jurisdiction other than the
jurisdiction in which such Subsidiary is organized. 



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	2.5  	Authorization
and Approvals.  






	 	(a) 	The
Company has all requisite corporate power and authority to execute and
               deliver this Agreement and any other agreements contemplated hereby or
which are                ancillary hereto and to consummate the transactions contemplated
hereby and                thereby. All corporate action on the part of the Company and
its officers,                directors and shareholders necessary for the authorization,
execution and                delivery of this Agreement and any other agreements
contemplated hereby or which                are ancillary hereto, the performance of all
obligations of the Company                hereunder and the authorization, issuance and
delivery of the Issued Shares, has                been taken or will be taken prior to
the Closing, and this Agreement, any other                agreements contemplated hereby
or which are ancillary hereto and any obligations                contemplated herein
constitute valid and legally binding obligations of the                Company,
enforceable in accordance with its terms subject only to laws affecting
               the rights and remedies of creditors. 






	 	(b) 	Except
for OCS approval, the Investment Center approval, and the notices to be
               provided to the Israeli Registrar of Companies with respect to the
adoption of                the Amended Articles, the increase and change in the
composition and structure                of its share capital for effecting the
Recapitalization including the issuance                of the Recap Ordinary Shares, the
conversion of the Recap Ordinary Shares held                by Participating Investors
into Ordinary Preferred A Shares and Ordinary                Preferred B Shares and the
allocation of the Issued Shares in accordance with                this Agreement, no
approvals, permits or consents of, or filing with any state                or local
governmental body, official authority, or any other third party is
               required under any applicable law or instrument in connection with the
execution                and delivery of this Agreement or the consummation of the
transactions                contemplated hereby. 






	2.6  	Valid
Issuance of Issued Shares.  






The Issued Shares, the Ordinary
Preferred A Shares and the Ordinary Preferred B Shares, to be issued to each Investor
pursuant to this Agreement shall, when issued as provided for herein, be duly authorized,
validly issued, and issued in compliance with all applicable laws, including Israeli
securities laws and free of any pre-emptive rights or similar rights
(“Participation Rights”) and any restrictions on transfer, will have the
rights, preferences, privileges, and restrictions set forth in the Shareholders Rights
Agreement and the Amended Articles (as shall be in force from time to time), and will be
free and clear of any taxes, liens, claims, encumbrances or third party rights of any kind
(except as specified in this Agreement, the Amended Articles, the Shareholders Rights
Agreement and applicable law) and duly registered in the Investor’s name in the
Company’s share register and, once the applicable A1 Purchase Price therefor is fully
paid for by such Investor as provided for herein, shall be fully paid and non-assessable
(provided that until such time as the Remainder Amount is due, all Issued Shares shall be
deemed fully paid and as of the time the Remainder Amount becomes due only a portion of
the Issued Shares held by an Investor that equal to the Remainder Amount due from such
Investor divided by the Price Per Share shall be deemed not fully paid). The Conversion
Shares have been duly authorized and reserved for issuance by all necessary corporate
action and, when issued and allotted in accordance with the terms of this Agreement and
the Company’s Articles of Association, will be duly and validly issued, will have the
rights, preferences, privileges and restrictions set forth in the Company’s Articles
of Association (as shall be in force from time to time) and will be free and clear of any
liens, encumbrances, claims, or third party rights of any kind (except as specified in
this Agreement, the Amended Articles, the Shareholders Rights Agreement, and applicable
law) and duly registered in the Investor’s name in the Company’s share register
and, once fully paid for by such Investor as provided for herein, shall be fully paid and
non assessable. 



- 9 -







	2.7  	Litigation.  






There is no claim, action, suit,
proceeding or, to the best knowledge, information or belief of the Company, investigation
pending or currently threatened against the Company, the Subsidiary and there is no claim,
action, suit, proceeding or, to the best knowledge, information or belief of the Company,
investigation which questions the validity of this Agreement, the Shareholders Rights
Agreement, or the right of any of them to enter into it, or to consummate the transactions
contemplated hereby, or which is reasonably likely to result, either individually or in
the aggregate, in any Material Adverse Effect or any change in the current equity
ownership of the Company, nor, to the best knowledge, information or belief of the
Company, is there any basis for such claim, action, suit, proceeding or investigation. The
foregoing includes, without limitation: (i) actions pending or threatened involving the
prior employment of any of the Company’s or the Subsidiary’s employees; (ii) use
by employees of the Company or the Subsidiary, in connection with the business of the
Company, of any information or techniques allegedly proprietary to any of their former
employers or their obligations under any agreements with any such prior employers. Neither
the Company nor the Subsidiary is a party to, or subject to the provisions of any order,
writ, injunction, judgment or decree of any court or government agency or instrumentality
nor are any of them aware of any pending or threatened action, suit, proceeding or
investigation (or of any basis for same) against any of them by any government agency or
instrumentality. There is no action, suit, proceeding or investigation by the Company
and/or the Subsidiary currently pending or that the Company and/or the Subsidiary intends
to initiate. 



	2.8  	Proprietary
Information; Patents and Trademarks. 






	 	(a) 	The
Company and the Subsidiary own or have the unrestricted right to use
               pursuant to written license, sublicense, agreement, or permission, free
and                clear of any Security Interest, third party rights and royalties, all
patents,                trademarks, service marks, trade names, mask works, and
copyrights and all trade                secrets, including know-how, invention, designs,
processes, computer programs,                algorithms, firmware and technical data,
concepts, techniques, methods, systems,                drawings, photographs, models,
prototypes, research materials, formulas,                development or experimental
work, work in progress, mask work, cost data,                marketing plans, product
plans, business strategies, financial information,                forecasts, personnel
information and customer or supplier lists currently used                and/or necessary
for the operation of the businesses of the Company as presently                conducted
and as presently proposed to be conducted in the Updated Work Plan
               (collectively: “Intellectual Property”). 






- 10 -







	 	(b) 	Schedule
2.8 identifies each: (a) patent, trade mark,                domain name or
registration which has been issued to the Company or the                Subsidiary with
respect to any of the Intellectual Property; (b) pending patent                or trade
mark application or application for registration which the Company or                the
Subsidiary has made with respect to any of the Intellectual Property; (c)
               each trade name or unregistered trademark used by the Company or the
Subsidiary;                and (d) license, agreement, or other permission which the
Company or the                Subsidiary has received from or granted to any third party
with respect to any                of the Intellectual Property (together with any
exceptions). With respect to                each item of Intellectual Property required
to be identified as set forth in                this Section 2.8: (i) the Company or the
Subsidiary possess all right, title,                and interest in and to the item, free
and clear of any Security Interest,                license, royalty, commission or
similar arrangements or other restriction and                free and clear of any right
of any academic or research institution, government,                previous employer of
any of the Founders (as defined below) or any other third                party; (ii) the
item is not subject to any outstanding injunction, judgment,                order,
decree, ruling, or charge; (iii) no action, suit, proceeding, hearing,
               investigation, charge, complaint, claim, or demand is pending or is
threatened                which challenges in a material manner the legality, validity,
enforceability,                use, or ownership of the item; (iv) neither the Company
nor the Subsidiary has                ever agreed to indemnify any person for or against
any interference,                infringement, misappropriation, or other conflict with
respect to the item; and                (v) neither the Company nor the Subsidiary has
granted, and there are not                outstanding, any options, licenses or
agreements of any kind relating to the                Intellectual Property, nor is the
Company or the Subsidiary bound by or a party                to any option, license or
agreement of any kind with respect to any of the                Intellectual Property. 






	 	(c) 	Each
item of Intellectual Property owned or used by the Company or the
               Subsidiary immediately prior to the Closing hereunder will be owned or
available                for use by them on substantially the same terms and conditions
immediately                subsequent to the Closing hereunder. Except for readily and
commercially                available off-the-shelf software, no other Intellectual
Property of any kind                required by the Company or the Subsidiary to conduct
their business, as                currently conducted and as presently proposed to be
conducted, is owned by a                third party or would require the payment of any
fee or royalty. The Company and                the Subsidiary have complied in all
material respects with the requirements of,                and has filed all material
documentation required in dealing with, any patent or                trademark registry
agency in which their patent and/or trademarks applications                were filed. 






	 	(d) 	To
the best knowledge of the Company, (i) neither the Company nor the Subsidiary
               has interfered with, infringed upon, misappropriated, or otherwise come
into                conflict with any intellectual property rights of any third party nor
will the                conducting by them of their business, or use of the Intellectual
Property, as                presently conducted and as presently proposed to be conducted
interfere,                infringe upon, misappropriate or otherwise come into conflict
with any                intellectual property rights of any third party; (ii) neither the
Company nor                the Subsidiary has received any charge, complaint, claim,
demand, or notice                alleging any such interference, infringement,
misappropriation, or violation                (including any claim that the Company or
the Subsidiary must license or refrain                from using any intellectual
property rights of any third party) and to the                Company’s knowledge
there is no basis for such; and (iii) to the best                knowledge of the
Company, no third party has interfered with, infringed upon,
               misappropriated, or otherwise come into conflict with any Intellectual
Property                of the Company or the Subsidiary. 






- 11 -







	 	(e) 	Neither
the Company nor the Subsidiary is obligated nor is the Company aware                that
any of the Company’s or the Subsidiary’s employees under any
               contract (including licenses, covenants or commitments of any nature) or
other                agreement, or subject to any judgment, decree or order of any court
or                administrative agency, that would interfere with the use of its, his or
her best                efforts to promote the interests of the Company or that would
conflict with the                Company’s or the Subsidiary’s business as now
conducted and as                presently proposed to be conducted in the Updated Work
Plan. Neither the                execution nor the delivery of this Agreement, the
Shareholders Rights Agreement,                the carrying on of the Company’s and
the Subsidiary’s business by any                of their respective employees, nor
the conduct of the Company’s and the                Subsidiary’s business as
proposed to be conducted, will: either (i) to the                best of the Company’s
knowledge, information or belief, conflict with or                result in a breach of
the terms, conditions or provisions of, or constitute a                default under, any
contract, covenant or instrument under which any such                employee is now
obligated, or (ii) conflict with or result in a breach of the                terms,
conditions or provisions of, or constitute a default under, any contract,
               covenant or instrument under which the Company or the Subsidiary is now
               obligated. To the best of the Company’s knowledge information or
belief,                for the conduct of its and the Subsidiary’s business as now
conducted and                as presently proposed to be conducted in the Updated Work
Plan, it will not be                necessary to utilize any inventions of people the
Company currently intends to                hire, owned by their prior employer. 






	 	
All
Intellectual Property related to the Company, the Subsidiary and their business,
developed by the founders of the Company listed in Schedule 2.8(e) (the “Founders”)
prior to the incorporation of the Company (“Founders IP”) was duly
assigned to the Company by the Founders at the time of, or following, the incorporation
of the Company, free and clear of any Security Interest, and to the Company’s best
knowledge, all declarations and documents required by the various authorities around the
world in order to register such assignments have been duly submitted; and neither the
Founders nor, to the Company’s best knowledge, any other party has any interest in
or rights to any of the Founders IP. During the period in which the Founders were
developing the Founders IP, the Founders to the Company’s best knowledge were not
employed by any third party or involved in any consulting relationship with any third
party. The Founders, to the Company’s best knowledge, are the sole inventors and
developers of the Founders IP (including the inventions, methods and devices described
and claimed in the patents which are part of such IP) without any contribution,
assistance or participation of any third party. 






	 	(f) 	Each
employee, officer and consultant of the Company or Subsidiary has executed
               a Proprietary Information and Inventions Agreement and/or an Employment
               Agreement and/or any similar agreement, containing confidentiality, non
compete                and assignment of invention provisions in the form provided to
lead counsel for                the Investors, and to the Company’s best knowledge
none of the                Company’s or the Subsidiary’s employees, Founders,
officers or                consultants are in violation thereof, and the Company will use
its best efforts                to prevent any such violation. 






	 	(g) 	The
Company and the Subsidiary have taken measures to protect the secrecy,
               confidentiality and value of all their intellectual property, which
measures are                reasonable and customary in the industry in which they
operate. 






- 12 -







	 	(h) 	There
are no outstanding options, licenses, or agreements of any kind relating
               to the foregoing, and neither the Company nor the Subsidiary is bound by
or is a                party to any options, licenses or agreements of any kind with
respect to the                patents, trademarks, service marks, trade names,
copyrights, trade secrets,                licenses, information, proprietary rights and
processes of any other person or                entity other than licenses arising from
the purchase or use of                “off-the-shelf” or other standard
products. 






	2.9.  	Compliance
with Law and Other Instruments.






Neither the Company nor the
Subsidiary is in violation or default of any provisions of their Memorandum or Articles of
Association or applicable charter documents, or of any instrument, judgment, order, writ,
decree or contract to which it is a party or by which it is bound or, of any provision of
law applicable to it, which violation or default is reasonably likely to have a Material
Adverse Effect. The execution, delivery and performance by the Company of this Agreement,
the Shareholders Rights Agreement and the consummation of the transactions contemplated
hereby and thereby will not result in any such violation or be in conflict with or
constitute, with or without the passage of time and/or giving of notice, either a default
under any such material provision, instrument, judgment, order, writ, decree or contract
or an event which is reasonably likely to result in the creation of any material lien,
charge or encumbrance upon any assets of the Company or the Subsidiary, suspension,
revocation, impairment, forfeiture or non-renewal of any material permit, license,
authorization, or approval applicable to the Company or the Subsidiary, their business or
operations or any of their assets or properties. 



	2.10  	Agreements;
Action.  






	 	(a) 	Except
for the agreements explicitly contemplated hereby and by the Shareholders
               Rights Agreement there are no agreements, understandings or proposed
               transactions between the Company or the Subsidiary and any of their
officers,                directors or shareholders or their affiliates. 






	 	(b) 	There
are no Material Agreements, judgments, orders, writs or decrees to which
               the Company or the Subsidiary is a party or by which either is bound. 






	 	(c) 	For
purposes of Section 2.10(a) and (b), “Material Agreements”               shall
mean (i) any agreement or proposed transaction with respect to any
               transaction to which the Company or the Subsidiary is a party and in which
the                amount involved exceeds US$250,000, (ii) any agreement or
proposed                transaction which relates to the Company’s or the Subsidiary’s
               intellectual property and any agreement or proposed transaction which
relates to                intellectual property rights of any third party, (iii)
distribution agreements,                (iv) non-disclosure agreements (other than with
employees and distributors of                the Company or he Subsidiary), (v) any
agreement or proposed transaction between                the Company or the Subsidiary
and shareholder of the Company or other Interested                Party (as such a term
is defined under the Israeli Securities Act 1968) of the                Company, (vi) any
written agreement between the shareholders of the Company of                which the
Company has actual knowledge, (vii) any agreement or proposed                transaction
restricting or affecting the development, manufacture or                distribution of
the Company’s products or services, and (viii) any                agreement or
proposed transaction which materially restricts or limits the                Company’s
or the Subsidiary’s right to do business or compete in any                area or
any field with any person, firm or company. All Material Agreements are                in
full force and effect and the Company has no knowledge of the invalidity of
               or grounds for rescission on any of these agreements, or of any intention
to                terminate any such agreements. Neither the Company nor the Subsidiary
is a                guarantor or indemnitor of any indebtedness of any other person, firm
or                corporation nor is any person, firm or corporation a guarantor of any
               indebtedness of the Company or the Subsidiary. 






- 13 -







	 	
For
the purpose of this subsection 2.10(c) all indebtedness, liabilities, agreements,
understandings, instruments, contracts and proposed transactions involving the same
person or entity (including persons or entities the Company or the Subsidiary has reason
to believe are affiliated therewith) shall be aggregated for the purpose of meeting the
individual minimum dollar amounts of this subsection. 






	 	(d) 	Other
than as set forth in the Financial Statements, since their incorporation,
               neither the Company nor the Subsidiary has (i) declared or paid any
dividends,                or authorized or made any distribution upon or with respect to
any class or                series of its capital stock, (ii) incurred any indebtedness
for money borrowed                or any other liabilities, (iii) made any loans or
advances to any person, or                given a guarantee or created any charge, lien
or other encumbrance on any of its                assets and/or its unissued and unpaid
share capital for any obligation of any                person, or (iv) sold, exchanged or
otherwise disposed of any of its assets or                rights, and in respect of (ii),
(iii) and (iv) other than in the ordinary course                of business. 






	 	(e) 	Neither
the Company nor the Subsidiary are parties to nor are they bound by any
               contract, agreement or instrument, or subject to any restriction under its
               Memorandum or Articles of Association, which is reasonably likely to have
a                Material Adverse Effect. 






	2.11  	Related-Party
Transactions.  






No employee, officer, or director of
the Company or the Subsidiary or member of his or her immediate family is indebted to the
Company or the Subsidiary, and neither the Company nor the Subsidiary are indebted (or
committed to make loans or extend or guarantee credit) to any of them. To the best of the
Company’s knowledge, none of such persons has any direct or indirect ownership
interest in any firm or corporation with which either the Company or the Subsidiary are
affiliated or with which the Company or the Subsidiary have a business relationship, or
any firm or corporation that competes with the Company. To the best of the Company’s
knowledge, no member of the immediate family of any officer or director of the Company or
the Subsidiary is directly or indirectly interested in any material contract with the
Company. 



	2.12  	Permits.  






The Company and the Subsidiary have
all franchises, permits, licenses, and any similar authority necessary for the conduct of
their business as now being conducted by it, the lack of which is reasonably likely to
have a Material Adverse Effect, and the Company believes that the Company and the
Subsidiary can obtain, without undue burden or expense, any similar authority for the
conduct of their respective business as proposed to be conducted in the Updated Work Plan.
The Company and the Subsidiary are not in default in any material respect under any of
such franchises, permits, licenses, or other similar authority. 



- 14 -







	2.13  	Environmental
and Safety Laws.  






To the best knowledge, information or
belief of the Company, neither the Company nor the Subsidiary is in violation of any
applicable statute, law or regulation relating to the environment or occupational health
and safety, and to the best knowledge information and belief of the Company, no material
expenditures are or will be required in order to comply with any such existing statute,
law or regulation. 



	2.14  	Manufacturing
and Marketing Rights.  






Neither the Company nor the Subsidiary
has granted rights to manufacture, produce, assemble, license, market, or sell its
respective products to any other person and is not bound by any agreement that affects the
Company’s exclusive right to develop, manufacture, assemble, distribute, market or
sell its respective products. 



	2.15  	Disclosure.  






The Company has fully provided the
Investors with all the information that the Investors have requested for deciding whether
to purchase the Issued Shares and to make the transactions contemplated in this Agreement
and in the Shareholders Rights Agreement, and all information which the Company believes
is necessary to enable the Investors to make such decisions. Neither this Agreement, the
Shareholders Rights Agreement, nor any other statements or certificates made or delivered
in connection herewith or therewith contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements herein or therein not
misleading. There is no material fact or information relating to the business, prospects,
condition (financial or otherwise), affairs, operations, or assets of the Company that has
not been disclosed to the Investors in writing by the Company. 



	2.16  	Updated
Work Plan.  






The Updated Work Plan as defined
above, has been prepared in good faith by the Company and to the best knowledge,
information or belief of the Company do not contain any untrue statement of a material
fact, nor are there any other material facts or matters of which the Company is aware
which are reasonably likely to make the statements made therein misleading, except that
with respect to projections and assumptions contained in the Updated Work Plan, the
Company represents only that such projections and assumptions were prepared and/or made in
good faith. The parties agree that such estimates and projections are not purely factual
in nature, that the business of the Company is subject to certain risk factors and no
assurance can be or is given that the assumptions are correct or that any of the
forecasts, projections, expectations or transactions contemplated therein will be
attained. 



	2.17  	Registration
Rights.  






Except as provided in the
Shareholders Rights Agreement, the Company has not granted or agreed to grant any
registration rights, including piggyback rights and F-3 registration rights, to any person
or entity. 



	2.18  	Title
to Property and Assets.  






Full and accurate details of the
Company’s and the Subsidiary’s material tangible properties and assets are
contained in Schedule 2.18 to this Agreement. The Company and the
Subsidiary own their respective property and assets free and clear of all mortgages,
liens, loans and encumbrances. With respect to the property and assets that the Company
and the Subsidiary lease, the Company and the Subsidiary are in compliance with their
respective leases, except for such non-compliance which is not reasonably likely to have a
Material Adverse Effect and the Company and the Subsidiary hold valid leasehold interests
free of any material liens, claims or encumbrances. No tangible assets owned by the
Company are shared by the Company with any other person. 



- 15 -







	2.19  	Financial
Statements  






Attached as Schedule
2.19 is the Company’s audited consolidated annual financial statements
for the year ended December 31, 2006 and reviewed but unaudited financial statements for
the period ending March 31, 2007 (the “Financial Statements”). The
Financial Statements have been prepared in accordance with US generally accepted
accounting principles applied on a consistent basis throughout the periods indicated and
with each other. The Financial Statements accurately present, in all material respects,
the financial condition and operating results of the Company and the Subsidiary as of the
dates, and for the periods, indicated therein. All proper and necessary books of account
and accounting records have been maintained by the Company, are in its possession and
contain accurate information in accordance with generally accepted principles consistently
applied relating to all transactions to which the Company has been a party. 



	2.20  	Financial
Issues.  






	 	(a) 	The
Company and the Subsidiary maintain and will continue to maintain a standard
               system of accounting established and administered in accordance with US
GAAP                with reconciliation to Israeli GAAP. 






	 	(b) 	Except
as stated in the Financial Statements, neither the Company nor the
               Subsidiary has any liabilities, debts or obligations, whether accrued,
absolute                or contingent, incurred, since its incorporation, except in the
ordinary and                usual course of business. Since its incorporation, the
Company has been                operating in the ordinary and usual course of business. 






	2.21  	Changes.  






	 	
Since
March 31, 2007, there has not been:  






	 	(i) 	any
change in the assets, liabilities, financial condition or operating results
               of the Company or the Subsidiary from that reflected in the Financial
               Statements, except changes in the ordinary course of business that have
not                been, in the aggregate, materially adverse; 






	 	(ii) 	any
damage, destruction or loss, whether or not covered by insurance, having a
               Material Adverse Effect; 






	 	(iii) 	any
waiver by the Company or the Subsidiary of a valuable right or of a material
               debt owed to it; 






	 	(iv) 	any
satisfaction or discharge of any lien, claim or encumbrance or payment of
               any obligation by the Company or the Subsidiary, except in the ordinary
course                of business and that is not material to the assets, properties,
financial                condition, operating results, prospects or business of the
Company (as such                business is presently conducted and as presently proposed
to be conducted in the                Updated Work Plan). 






- 16 -







	 	(v) 	any
change or amendment to a material contract or arrangement by which the
               Company or the Subsidiary or any of their respective assets or properties
are                bound or subject; 






	 	(vi) 	any
material change in any compensation arrangement or agreement with any
               employee of the Company; 






	 	(vii) 	any
sale, assignment or transfer of any patents, trademarks, copyrights, trade
               secrets or other intangible assets of the Company or the Subsidiary; 






	 	(viii) 	any
resignation or termination of employment of any key officer of the Company,
               and to the best knowledge of the Company there is no impending resignation
or                termination of employment of any such officer; 






	 	(ix) 	receipt
of notice that there has been a loss of, or material order cancellation
               by, any major customer of the Company; 






	 	(x) 	any
mortgage, pledge, transfer of a security interest in, or lien, created by
               the Company or the Subsidiary, with respect to any of their respective
material                properties or assets, except liens for taxes not yet due or
payable; 






	 	(xi) 	any
loans or guarantees made by the Company or the Subsidiary to or for the
               benefit of its respective employees, officers or directors, or any members
of                their immediate families, other than travel advances and other advances
made in                the ordinary course of its business; 






	 	(xii) 	any
declaration, setting aside or payment or other distribution in respect of
               any of the Company’s capital stock, or any direct or indirect
redemption,                purchase or other acquisition of any of such stock by the
Company; 






	 	(xiii) 	to
the best knowledge of the Company, any other event or condition of any
               character that is reasonably likely to have a Material Adverse Effect; or 






	 	(xiv) 	any
agreement or commitment by the Company or the Subsidiary to do any of the
               things described in this Section 2.21. 






	2.22  	Tax
Returns, Payments and Elections.  






The Company and the Subsidiary have
filed all tax returns and reports (including information returns and reports) as required
by law. These returns and reports are true and correct in all material respects. The
Company hereby represents and warrants that the provision for taxes of the Company and the
Subsidiary as shown in the Financial Statements is adequate for taxes due or accrued as of
the date thereof. To the best of their knowledge, the Company and the Subsidiary have not
elected pursuant to any applicable tax law any election that would have a material effect
on the Company, its respective financial condition, its respective business as presently
conducted or presently proposed to be conducted or any of its respective properties and/or
its respective material assets. The Company and the Subsidiary have never had any tax
deficiency proposed or assessed against them and have not executed any waiver of any
statute of limitations on the assessment or collection of any tax or governmental charge.
None of the Company’s or the Subsidiary’s income tax returns have ever been
audited by governmental authorities or, if audited no material comments or claims by
governmental authorities were made with respect to such audits. Since the date of the
Financial Statements, the Company and the Subsidiary have not incurred any taxes,
assessments or governmental charges other than in the ordinary course of business and the
Company and the Subsidiary have made adequate provisions on their respective books of
account for all taxes, assessments and governmental charges with respect to their
respective business, properties and operations for such period. The Company hereby
represents and warrants that the Company and the Subsidiary have withheld or collected
from each payment made to each of their respective employees, the amount of all taxes
(including, but not limited to, Israeli income taxes) required to be withheld or collected
therefrom, and has paid the same to the proper tax receiving officers or authorized
depositories. 



- 17 -







	2.23  	Minute
Books.  






The minute books of the Company and
the Subsidiary contain a complete summary of all meetings of directors and shareholders
since the time of their incorporation and reflect all transactions referred to in such
minutes accurately in all material respects. 



	2.24  	Labor
Agreements and Actions; Employee Compensation. 






	 	(a) 	Neither
the Company nor the Subsidiary is bound by or subject to (and none of                its
assets or properties is bound by or subject to) any written or oral, express
               or implied, contract, commitment or arrangement with any labor union other
than                those provisions of general agreements between the Federation of
Labor Unions                (the “Histadrut”) and the Coordination Bureau of
Economic                Organizations which may be applicable to certain classes of
employees by virtue                of extension orders, and no labor union has
requested or has sought to                represent any of the employees, representatives
or agents of the Company or the                Subsidiary. There is no strike or other
labor dispute involving the Company or                the Subsidiary pending, or to the
best knowledge of the Company, that is likely                to have a Material Adverse
Effect, nor is the Company aware of any labor                organization activity
involving the Company or the Subsidiary. The Company is                not aware that any
officer or key employee, or that any group of key employees,                intends to
terminate their employment with the Company or the Subsidiary, nor                does
the Company or the Subsidiary have a present intention to terminate the
               employment of any of the foregoing. Schedule 2.24,
which                was previously delivered to lead counsel of the Investors, sets
forth the names                of each of the Company’s and the Subsidiary’s
employees and                consultants. The Company and the Subsidiary are or at the
Closing will be a                party to an employment agreement with each employee of
the Company and the                Subsidiary, as applicable. The employment of each
officer and employee of the                Company or the Subsidiary is terminable at the
will of the Company or the                Subsidiary, subject to the payment of severance
and other payments as provided                by law and/or pursuant to any applicable
employment agreements. The Company and                the Subsidiary have complied in all
material respects with all applicable laws                related to employment. Except
as set forth in Schedule 2.24, the Company and the                Subsidiary are not
parties to or bound by any currently effective employment                deferred
compensation agreement, bonus plan, incentive plan, profit sharing                plan,
retirement agreement, or other employee compensation agreement. 






- 18 -







	 	
Schedule
2.24  contains a list of all written and material oral promises, agreements,
arrangements and understandings, with officers, directors, employees and consultants
(other than attorneys and accountants) of the Company and the Subsidiary, which are
presently in effect, detailing the name, title or position, annual salary/compensation
(including bonuses, commissions, and deferred compensation), pensions (including those
required by all applicable laws), retirement benefits, company cars, profit sharing, and
any interests in any incentive compensation plan.  






	 	
The
severance pay to the employees of the Company and the Subsidiary is fully funded or
provided for in the Financial Statements in accordance with US generally accepted
accounting principals. All liabilities of the Company in connection with its employees
(excluding illness pay and advance notice of termination) were adequately accrued in the
Financial Statements and the Company is not aware of any circumstance whereby any
employee might demand any claim for compensation on termination of employment beyond the
amount of statutory or contractual severance pay to which such employee may be entitled.
All obligations of the Company and the Subsidiary with respect to statutorily required
severance payments have been fully satisfied or have been funded by contributions to
appropriate insurance funds.  






	 	(b) 	All
grantees under the Share Option Plans have provided the trustees nominated
               under the plans with a proxy for the exercise of all rights granted to
them with                respect to their shares and options, including voting rights,
until the                consummation of an IPO. 






	2.25  	Government
Sponsored Programs.  






Schedule 2.25
attached hereto contains an accurate and complete list of all grants and other benefits,
including tax benefits, received or applied for by the Company or the Subsidiary from any
governmental authority. The Company has received certain grants in support of its research
and development through the OCS. The Company is in compliance in all respects with all of
the terms and provisions of its grants from the OCS and any other grants or benefits
listed as received in Schedule 2.25 and applicable laws and
regulations in order to continue to qualify for such grants and in order not to give rise
to any obligation to prepay the amount of such grants nor to require the Company to repay
to the OCS any amount in excess of such grants before due. 



	2.26  	Brokers.  






The Company has no contract,
arrangement or understanding with any broker, finder or similar agent with respect to the
transactions contemplated by this Agreement. 



	2.27  	Significant
Customers and Suppliers.  






No customer, sub-contractor or
supplier that is significant to the Company or the Subsidiary, has terminated, materially
reduced or threatened to terminate or materially reduce or limit (i) its relationship with
the Company or the Subsidiary, or (ii) its purchases from or provision of products or
services to the Company or the Subsidiary, as the case may be. 



- 19 -







	2.28  	Insurance.  






The Company and the Subsidiary have
in full force and effect insurance policies of financially sound and reputable insurers,
as to their respective properties and business, in scope and amount customary and
reasonable for the businesses in which the Company and the Subsidiary are engaged or
presently propose to engage, with coverage sufficient in amount to allow them to replace
any of their material properties that might be damaged or destroyed or compensation by or
for the Company and the Subsidiary. The Company and the Subsidiary have not done or
suffered anything to be done that has rendered or might render any policies of insurance
void or voidable and the Company and the Subsidiary have complied in all material respects
with all conditions contained in such policies. Schedule 2.28 sets
forth a list of insurance policies currently maintained by the Company and the Subsidiary
and the coverage thereunder. 



	2.29  	Effectiveness;
Survival; Indemnification  






	 	(a) 	Closing:
Each representation and warranty of the Company is deemed to be                made
on the date of this Agreement and at the Closing, and shall survive and
               remain in full force and effect after the Closing for a period until the
earlier                of forty eight (48) months thereafter or the initial public
offering of the                Company’s securities, except for each of the
representations and warranties                made in Sections 2.2 and 2.6 that shall be
in effect indefinitely, and the                representations and warranties made in
Sections 2.7, 2.8 and 2.22 which shall                remain in full force and effect
after the Closing for a period of 7 (seven)                years or the initial public
offering of the Company’s securities, whichever                is the earlier. In
the event of any breach or misrepresentation of any covenant,                warranty or
representation made by the Company under this Agreement, the Company                shall
indemnify the Investors and hold them harmless from any and all loss,
               damage, liability and expense sustained or incurred by the Investors as a
result                of or in connection with said breach or misrepresentationfor
an amount                not exceeding the sum of the A1 Purchase Price actually paid by
such Investor to                the Company pursuant to this Agreement. 






	 	(b) 	Notwithstanding
the foregoing, any limitations set forth in subsection 2.29                shall not
apply to any claim for indemnification that is based on a willful or
               intentional breach or misrepresentation of any covenant, warranty or
               representation made by the Company under this Section 2, and the
representations                and warranties made by the Company under this Section 2 in
respect of any such                claim shall be unlimited by time. 






	 	(c) 	Any
amount due to any Investor as a result of a claim for indemnification shall
               be determined after deducting or setting off, as the case may be, all
monetary                recovery from insurers and other third parties and any savings of
taxes or other                governmental or administrative levies. For the avoidance of
doubt, the                limitation under this Section 2.29(c), shall not restrict any
such insurer or                other third parties from claiming back from the Company
any moneys paid to the                Investors pursuant to this Section 2.29(c) subject,
however, to the restrictions                and limitations set forth in Section 2.29(a)
and (b) above. 






	2.30  	Indemnity
Procedure.  






Promptly after receipt by an Investor
of notice of the commencement of any action, proceeding, or investigation of any third
party in respect of which indemnity may be sought as provided in subsection 2.29 above, it
shall accordingly notify the Company (the “Indemnitor”). The Company
shall promptly assume the defense of the Investor with counsel reasonably satisfactory to
the Investor, and the fees and expenses of such counsel shall be at the sole cost and
expense of the Company. The Investor will cooperate with the Indemnitor in the defense of
any action, proceeding, or investigation for which the Company assumes the defense. The
Indemnitor shall not be liable for the settlement of any action, proceeding, or
investigation effected without its consent, which consent shall not be unreasonably
withheld. 



- 20 -







	3.  	Representations
and Warranties of the Investors  






Each Investor hereby represents and
warrants that: 



	3.1  	Authorization:
Ownership of Shares.  






        All
action on the part of the Investor, its officers, directors and shareholders necessary for
the authorization, execution and delivery of this Agreement and the Shareholders Rights
Agreement, and the performance of all obligations hereunder has been taken or will be
taken prior to the Closing, and this Agreement and the Shareholders Rights Agreement
constitutes a valid and legally binding obligation of the Investor, enforceable in
accordance with its terms, subject only to laws affecting the rights and remedies of
creditors. The Investor is duly organized and properly registered in the jurisdiction of
its organization. The execution, delivery and performance of this Agreement and the
Shareholders Rights Agreement, will not violate any provision of the corporate documents
of the Investor, or of any instrument, judgment, order, writ, decree or contract to which
it is a party or by which it is bound or, to its best knowledge, of any provision of law,
rule or regulation applicable to the Investor. 



	3.2  	Purchase
Entirely for Own Account.  






        This
Agreement is made with the Investor in reliance upon the Investor’s representation to
the Company, which by the Investor’s execution of this Agreement the Investor hereby
confirms, that the Issued Shares (for the purposes of this Section 3, collectively, the
“Securities”) will be acquired for investment for the Investor’s own
account, not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that the Investor has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing this Agreement, the
Investor further represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to such person or to
any third person, with respect to any of the Securities. 



	3.3  	Disclosure
of Information.  






        The
Investor represents that it is a sophisticated investor with the experience in making
venture capital investments, including in high-tech companies and projects. It was not
organized for the specific purpose of acquiring the Issued Shares. It is able financially
to bear the risks involved in such investment and it has received all the information it
considers necessary or appropriate for deciding whether to purchase the Issued Shares. The
Investor further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the Company, its business, management, financial
affairs and the terms and conditions of the offering of the Issued Shares. The foregoing,
however, does not limit or modify the representations and warranties in Section 2 of this
Agreement or the right of the Investor to rely thereon. 



- 21 -







	3.4  	Office
of the Chief Scientist  






        It
is aware that the Company has received financing for certain research and development
projects through the OCS and it is aware, and agrees to the application, of the provisions
of the Law for the Encouragement of Industrial Research and Development, 5744-1984 and of
Regulations promulgated thereunder, to the Company, including, inter alia: 



	 	(a) 	the
Company’s obligation to pay royalties to the State of Israel; 






	 	(b) 	that
the manufacture of any product developed as a result of any project so
               funded take place in the State of Israel unless the Research Committee of
the                OCS pursuant to the above law otherwise determines, subject to and
pursuant to                the above law; and 






	 	(c) 	that
know-how derived from any project so funded may not be transferred to third
               parties without the approval of the Research Committee of the OCS subject
to and                pursuant to the above law. 






	3.5  	Israeli
Securities Law  






	 	
If
listed in Schedule 3.5 A it is a “Venture Capital Fund” as
defined in the Appendix to the Israeli Securities Law, 5768-1968 and if listed in
Schedule 3.5 B it confirms that it is not a resident of Israel and
that no offer to purchase securities of the Company was made to it in Israel. 






	4.  	Conditions
of Investor’s Obligations at Closing.  






        The
obligations of the Investors under Section 1 of this Agreement are subject to the
fulfillment on or before the Closing, of each of the following conditions (any or all of
which may be waived, in whole or in part, by the Majority Investors. 



	4.1  	Representations
and Warranties.  






        The
representations and warranties contained in Section 2 shall be true on and as of the
Closing as though such representations and warranties had been made on and as of the date
of the Closing. 



	4.2  	Performance.  






        The
Company shall have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by it on or
before the Closing. 



	4.3  	Proceedings
and Documents.  






        All
corporate and other proceedings in connection with the transactions contemplated at the
Closing, and all documents incident thereto shall be reasonably satisfactory in form and
substance to the Investors’ counsel, and the Investors shall have received all such
counterpart original and certified or other copies of such documents as they may
reasonably request. 



	4.4  	Consents
and Approvals, Delivery of Documents  






        The
Company shall have received and shall have provided the Investors with copies,
satisfactory to the Investors’ counsel, of all permits, consents, approvals and
authorizations which shall be necessary or required to consummate this Agreement, the
Shareholders Rights Agreement and to issue and sell the Issued Shares, including without
limitation the waivers, consents and approvals set forth in Section 1.3 hereof, for the
Recapitalization and OCS and Investments Center’s approval for the transactions
contemplated hereby and for the issuance of the Issued Shares, the Ordinary Preferred A
Shares and the Ordinary Preferred B Shares. All the actions to be taken as set forth in
Section 1.3 above shall have been completed to the satisfaction of the Investors.
Documents to be delivered by the Company, as set forth in Section 1.3 above, shall be
delivered. All such documents shall be satisfactory in form and substance to the
Investors. 



- 22 -







	4.5  	Opinion
of Company Counsel.  






        On
or prior to the Closing, the Investors shall have received from Tulchinsky Stern Marciano,
Ben-Zur, Cohen, & Co. Law Offices, counsel for the Company, an opinion, dated as of
Closing, in form and substance acceptable to Investors’ lead counsel attached hereto
as Schedule 4.5. 



	4.6  	Shareholders
Rights Agreement  






        On
or prior to the Closing, the Shareholders Rights Agreement shall have been amended and
shall be in the form attached hereto as Exhibit B . 



	4.7  	Absence
of Adverse Changes  






        From
the date hereof until the Closing, there will have been no material adverse change in the
financial or business condition or prospects of the Company, in the sole judgment of the
Majority Investors. 



	4.8  	No
Action.






No action, suit, or proceeding shall
be pending or threatened before any court or quasi-judicial or administrative agency of
any state, municipal, or foreign jurisdiction or before any arbitrator wherein an
unfavorable injunction, judgment, order, decree, ruling, or charge would: (i) prevent
consummation of any of the transactions contemplated by this Agreement; (ii) cause any of
the transactions contemplated by this Agreement to be rescinded following consummation. 



	4.9  	Amended
Articles of Association.  






        Prior
to the Closing, the Amended Articles shall have been adopted by the Company’s
shareholders. 



	4.10  	Officer’s
Certificate.  






        On
or prior to the Closing, a certificate from the chief financial officer of the Company,
certifying as to the matters set forth in Section 4.1, 4.2, 4.7 and 4.8 in the form
attached hereto as Schedule 4.10, shall have been delivered to the
Investors. 



	4.11  	Due
Diligence Review  






        The
Investor’s legal, business and financial due diligence review of the Company and the
Subsidiary shall have been completed to the sole and complete satisfaction of the
Investors and their counsel. 



- 23 -







	4.12  	Management
Rights Letter  






        The
Company shall have executed and delivered to each Investor who so requested a Management
Rights Letter in the form attached hereto as Schedule B. 



	4.13  	ESOP  






        The
number of Ordinary Shares reserved for allocation under the Company’s ESOP shall be
increased as described in Section 1.7 above. 



	4.14  	Consents
and Approvals  






        The
Company shall have received all permits, consents, approvals and authorizations which
shall be necessary or required to consummate this Agreement and to issue and sell the
Issued Shares, the Ordinary Preferred A Shares and the Ordinary Preferred B Shares, and
shall have received the Board and shareholders approval for the Recapitalization and the
conversion of the Recap Ordinary Shares into Ordinary Preferred A Shares or Ordinary
Preferred B Shares, as applicable as contemplated under this Agreement. 



	5.  	Conditions
of the Company’s Obligations at Closing.  






        The
obligations of the Company to the Investors under this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions: 



	5.1  	Representations
and Warranties.  






        The
representations and warranties of the Investors contained in Section 3 shall be true on
and as of the Closing with the same effect as though such representations and warranties
had been made on and as of the Closing. 



	5.2  	Payment
of Consideration.  






        The
Investors shall have delivered the consideration specified in Section 1.2 above. 



	5.3  	Shareholders
Rights Agreement  






        On
or prior to the Closing, the Shareholders Rights Agreement shall have been amended and
shall be in the form attached hereto as Exhibit B. 



	5.4  	Amended
Articles of Association.  






        Prior
to the Closing, the Amended Articles shall have been adopted by the Company’s
shareholders. 



	5.5  	Consents
and Approvals  






        The
Company shall have received all permits, consents, approvals and authorizations which
shall be necessary or required to consummate this Agreement and to issue and sell the
Issued Shares, the Ordinary Preferred A Shares and the Ordinary Preferred B Shares, and
shall have received the Board and shareholders approval for the Recapitalization and the
conversion of the Recap Ordinary Shares into Ordinary Preferred A Shares and Ordinary
Preferred B Shares, as applicable as contemplated under this Agreement. 



- 24 -







	5.6  	No
Judgment or Order.  






        There
shall not be on the Closing, any judgment or order of a court of competent jurisdiction or
any ruling, regulation or order of any agency of the Israeli government which would
prohibit or have the effect of preventing consummation of the sale of the Issued Shares. 



	6.  	Covenants
of the Company. 






	6.1  	Use
of Proceeds.  






        The
Company shall utilize the funds received from the Investors under this Agreement in
accordance with the 2007 Budget, as updated from time to time in by the Board of Directors
of the Company. 



	6.2  	Amended
Articles of Association.  






        Within
14 days of the Closing, the Company shall file the Amended Articles with the Israeli
Registrar of Companies.  




	7.  	Press
Release.  






        No
party, shall issue any public statement or release concerning this Agreement and the
transactions contemplated hereby without the prior written approval of the Company and
the Majority Investors.  




	8.  	Miscellaneous.  






	8.1  	Survival
of Representations.  






        The
warranties, representations and covenants of the Company and the Investors contained in or
made pursuant to this Agreement shall survive the execution and delivery of this Agreement
and the Closing and shall in no way be affected by any investigation of the subject matter
thereof made by or on behalf of the Investors or the Company. 



	8.2  	Successors
and Assigns.  






        Except
as otherwise provided herein, the terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective successors and assigns of the parties
(including Permitted Transferees, as such term is defined in the Company’s Amended
Articles, of any Issued Shares and Conversion Shares). Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement. 



	8.3  	Finders
Fee  






        Each
of the Company and the Investors represent as to themselves, that no person or entity
shall be entitled to any broker’s or finder’s fees or any other commission or
similar fee in connection with this Agreement. The Company agrees to indemnify and to hold
harmless the Investors and the Investors agree to indemnify and hold harmless the Company
and the Founders from any liability for any commission or compensation in the nature of a
finders’ fee (and the costs and expenses of defending against such liability or
asserted liability) for which the Investors or the Company, or any of their respective
officers, partners, employees, or representatives are respectively responsible. 



- 25 -







	8.4  	Governing
Law.  






        The
Company and the Investors agree that this Agreement shall be governed by and construed
under the laws of the State of Israel and that the exclusive place of jurisdiction in any
matter arising out of or in connection with this Agreement shall be the applicable Tel
Aviv Court. 



	8.5  	Counterparts.  






        This
Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 



	8.6  	Titles
and Subtitles.  






        The
titles and subtitles used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement. 



	8.7  	Notices.  






        Unless
otherwise provided, any notice required or permitted under this Agreement shall be given
in writing, shall be effective when given, and shall in any event be deemed to be given
upon receipt or, if earlier, (a) five (5) days after the day of deposit with a National
Post Office, if delivered by first class mail, postage prepaid, if addressed to a party in
the same country or fourteen (14) after deposit with a National Post Office, if delivered
by first class mail, postage prepaid, if addressed to a party in a different country, (b)
upon delivery, if delivered by hand (c) five (5) days after the day of deposit with
recognized overnight courier service freight prepaid or (d) one (1) business days after
the business day of facsimile transmission, if delivered by facsimile transmission with a
copy by first class mail, postage prepaid, and each notice shall be addressed to the party
to be notified at the address set forth in this section as follows: 



For the Company.  


		
		
		
		
		
	Negevtech Ltd.
	attn:	CEO
	address:	Beit Tamar
	 	12 Hamada St.
	 	Rehovot 76122
	 
	tel:	08-9366050
	fax:	08-9366051







For the Investors:  



As set out on Schedule
A. 



or at such other address as such
party may designate by fourteen (14) days’ advance written notice to the other
parties. 



- 26 -








	8.8  	Expenses.  






        Upon
Closing, the Company will pay from the proceeds of the A1 Purchase Price the legal fees
and expenses of the lead counsel appointed by the Investors, Ori Rosen & Co., Law
Offices, actually incurred by the Investors in connection with the transactions
contemplated under this Agreement, up to a total of $25,000 plus VAT. 



	8.9  	Entire
Agreement; Amendments and Waivers.  






        This
Agreement (together with the schedules and exhibits attached hereto) contains the entire
understanding of the parties with respect to its subject matter and all prior
negotiations, discussions, commitments, and understandings heretofore between them with
respect thereto are merged herein. Any term of this Agreement may be amended, directly or
indirectly, and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only
with the written consent of the Company and the Majority Investors, excluding, however,
the number of shares issued to each Investor and the Price Per Share, that may not be
changed with respect to such Investor unless such Investor has consented thereto in
writing. 



	8.10  	Severability.  






        If
one or more provisions of this Agreement are held to be unenforceable under applicable
law, such provision shall be excluded from this Agreement and the balance of the Agreement
shall be interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms. 



[Remainder of Page
Intentionally Left Blank] 



- 27 -







IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written. 



THE COMPANY:


         Negevtech Ltd. 


		
		
		
		
		
	By:	_______________________________________
	  	 
	Name:	_______________________________________
	  	 
	Title:	_______________________________________
	  	 
	Date:	_______________________________________






- 28 -








IN WITNESS WHEREOF, we affix our
signatures hereto as of the date set forth above. 



INVESTORS:




	Investor 	Address 
	Pitango Venture Capital Fund III (Israeli Sub) L.P.	11 HaManofim Street Bldg. B 
Herzliya 46725, Israel
	Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.
	Pitango Venture Capital Fund III (Israeli Investors) L.P.
	Pitango Parallel Investor Fund III (Israel), L.P.
	Pitango Principles Fund III (Israel) L.P.
	Pitango Venture Capital Fund III Trusts 2000 Ltd.
	Shrem, Fudim, Kelner Founders Group II L.P.	21 Ha'arbaa Street 
Tel Aviv 64739, Israel
	Shrem Fudim Kelner & Co. Ltd.
	Shrem Fudim Kelner Founders Group II Annex Fund L.P.
	SVE Star Ventures Enterprises GmbH & Co. No. IX KG.	Star Ventures Management 
  Possartstrasse 9      
     D-81679 Munich    
         Germany  
               Contact: Nicolas Sammartino
	Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability  
	SVM Star Ventures Managementgesellschaft mbH Nr. 3
	Star Management of Investments No. II (2000) L.P.	
SVM Star Venture Capital  Management Ltd.

11 Galgaley Haplada St.,

P.O. Box 12600,

Herzelia Pituach, 46733, Israel.

Contact: Tami Gilboa-Arbel

	Genesis Partners II, L.D.C.	
Ackerstein Towers B

11 HaMenofim St

Herzliya, 46733

Israel

	Genesis Partners II (Israel), L.P.
	Poalim Ventures Ltd.	
Alrov Tower, 46 Rothschild Blvd,

Tel Aviv 66883, Israel

Facsimile: 03-5675760

	Poalim Ventures I Ltd.
	Poalim Ventures II L.P. 
	Wellington Partners Venture III Technology Fund L.P.	Theresienstrasse 6, 80333 
Muenchen, Germany
	Amadeus III	
Mount Pleasant House

2 Mount Pleasant

Cambridge

CB3 0RN

	Amadeus III Affiliates Fund L.P. 	
2711 Centerville Road

Suite 400, Wilmington,

New Castle County,

Delaware 19808










[See separate
signature pages for each Investor] 



- 29 -









Schedule A  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Bridge
  Loan Interest

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
7.77%

	
 

	
 

	
1-Jul-07

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
Date

	
 

	
Bridge Loan $2M

	
 

	
Interest

	
 

	
Total

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
 

	
9-May-07

	
 

	
 

	
393,593

	
 

	
 

	
4,441

	
 

	
 

	
398,034

	
 


	
Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
 

	
9-May-07

	
 

	
 

	
36,386

	
 

	
 

	
411

	
 

	
 

	
36,797

	
 


	
Pitango Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
 

	
9-May-07

	
 

	
 

	
106,429

	
 

	
 

	
1,201

	
 

	
 

	
107,630

	
 


	
Pitango Parallel Investor Fund III (Israel), L.P

	
 

	
 

	
9-May-07

	
 

	
 

	
33,089

	
 

	
 

	
373

	
 

	
 

	
33,462

	
 


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
 

	
9-May-07

	
 

	
 

	
13,855

	
 

	
 

	
156

	
 

	
 

	
14,011

	
 


	
Pitango Venture Capital Fund Trusts 2000 Ltd.

	
 

	
 

	
9-May-07

	
 

	
 

	
27,709

	
 

	
 

	
313

	
 

	
 

	
28,022

	
 


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
Shrem Fudim Kelner Founders Group II Annex Fund L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
 

	
9-May-07

	
 

	
 

	
276,287

	
 

	
 

	
3,117

	
 

	
 

	
279,404

	
 


	
Star Management of Investments No. II (2000) L.P.

	
 

	
 

	
8-May-07

	
 

	
 

	
36,298

	
 

	
 

	
417

	
 

	
 

	
36,715

	
 


	
Star Growth Enterprise, a German Civil Law Partnership (with
  limitation of Liability)

	
 

	
 

	
9-May-07

	
 

	
 

	
277,423

	
 

	
 

	
3,130

	
 

	
 

	
280,553

	
 


	
SVM Star Ventures Managmenttgesellschaft mbH Nr. 3

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
Genesis Partners II, L.D.C.

	
 

	
 

	
4-May-07

	
 

	
 

	
304,032

	
 

	
 

	
3,754

	
 

	
 

	
307,786

	
 


	
Genesis Partners II (Israel) L.P.

	
 

	
 

	
4-May-07

	
 

	
 

	
44,922

	
 

	
 

	
555

	
 

	
 

	
45,477

	
 


	
Poalim Ventures Ltd.

	
 

	
 

	
10-May-07

	
 

	
 

	
31,815

	
 

	
 

	
352

	
 

	
 

	
32,167

	
 


	
Poalim Ventures I Ltd.

	
 

	
 

	
10-May-07

	
 

	
 

	
48,947

	
 

	
 

	
542

	
 

	
 

	
49,489

	
 


	
Poalim Ventures II L.P.

	
 

	
 

	
17-May-07

	
 

	
 

	
99,238

	
 

	
 

	
951

	
 

	
 

	
100,189

	
 


	
Wellington Partners Venture III Technology Fund L.P.

	
 

	
 

	
7-May-07

	
 

	
 

	
262,635

	
 

	
 

	
3,075

	
 

	
 

	
265,710

	
 


	
Amadeus III

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
 

	
 

	
  
	
 
	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total

	
 

	
 

	
 

	
 

	
 

	
1,992,658

	
 

	
 

	
22,788

	
 

	
 

	
2,015,446

	
 


	
 

	
 

	
 
	
 
	
 

	


	


	
 

	


	


	
 

	


	


	
 













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
Date

	
 

	
Bridge Loan $3M

	
 

	
Interest

	
 

	
Total

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
 

	
7-Jun-07

	
 

	
 

	
521,085

	
 

	
 

	
2,662

	
 

	
 

	
523,747

	
 


	
Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
 

	
7-Jun-07

	
 

	
 

	
48,172

	
 

	
 

	
246

	
 

	
 

	
48,418

	
 


	
Pitango Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
 

	
7-Jun-07

	
 

	
 

	
140,904

	
 

	
 

	
720

	
 

	
 

	
141,624

	
 


	
Pitango Parallel Investor Fund III (Israel), L.P

	
 

	
 

	
7-Jun-07

	
 

	
 

	
43,807

	
 

	
 

	
224

	
 

	
 

	
44,031

	
 


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
 

	
7-Jun-07

	
 

	
 

	
18,343

	
 

	
 

	
94

	
 

	
 

	
18,437

	
 


	
Pitango Venture Capital Fund Trusts 2000 Ltd.

	
 

	
 

	
7-Jun-07

	
 

	
 

	
36,685

	
 

	
 

	
187

	
 

	
 

	
36,872

	
 


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
Shrem Fudim Kelner Founders Group II Annex Fund L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
 

	
7-Jun-07

	
 

	
 

	
365,782

	
 

	
 

	
1,869

	
 

	
 

	
367,651

	
 


	
Star Management of Investments No. II (2000) L.P.

	
 

	
 

	
6-Jun-07

	
 

	
 

	
48,055

	
 

	
 

	
256

	
 

	
 

	
48,311

	
 


	
Star Growth Enterprise, a German Civil Law Partnership (with
  limitation of Liability)

	
 

	
 

	
7-Jun-07

	
 

	
 

	
367,286

	
 

	
 

	
1,876

	
 

	
 

	
369,162

	
 


	
SVM Star Ventures Managmenttgesellschaft mbH Nr. 3

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 


	
Genesis Partners II, L.D.C.

	
 

	
 

	
5-Jun-07

	
 

	
 

	
402,514

	
 

	
 

	
2,228

	
 

	
 

	
404,742

	
 


	
Genesis Partners II (Israel) L.P.

	
 

	
 

	
5-Jun-07

	
 

	
 

	
59,473

	
 

	
 

	
329

	
 

	
 

	
59,802

	
 


	
Poalim Ventures Ltd.

	
 

	
 

	
3-Jun-07

	
 

	
 

	
43,839

	
 

	
 

	
261

	
 

	
 

	
44,100

	
 


	
Poalim Ventures I Ltd.

	
 

	
 

	
3-Jun-07

	
 

	
 

	
67,444

	
 

	
 

	
402

	
 

	
 

	
67,846

	
 


	
Poalim Ventures II L.P.

	
 

	
 

	
3-Jun-07

	
 

	
 

	
136,743

	
 

	
 

	
815

	
 

	
 

	
137,558

	
 


	
Wellington Partners Venture III Technology Fund L.P.

	
 

	
 

	
5-Jun-07

	
 

	
 

	
371,770

	
 

	
 

	
2,058

	
 

	
 

	
373,828

	
 


	
Amadeus III

	
 

	
 

	
5-Jun-07

	
 

	
 

	
318,256

	
 

	
 

	
1,761

	
 

	
 

	
320,017

	
 


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
5-Jun-07

	
 

	
 

	
9,843

	
 

	
 

	
54

	
 

	
 

	
9,897

	
 


	
 

	
 

	
 
	
 
	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total

	
 

	
 

	
 

	
 

	
 

	
3,000,001

	
 

	
 

	
16,042

	
 

	
 

	
3,016,043

	
 


	
 

	
 

	
 
	
 
	
 

	


	


	
 

	


	


	
 

	


	


	
 














Schedule A


List of Investors and Amount of
Investment


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Investment At Closing

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	


	
 

	
 

	
 

	
 


	
Name

	
 

	
Total

  Investment

	
 

	
# Preferred A-1

	
 

	
Investment

  Amount at

  closing

	
 

	
Bridge Loan

  $2M+ Interest

	
 

	
Bridge Loan

  $3M+ Interest

	
 

	
Paymeny Due

  at Closing

	
 

	
Remainder

  Amount*

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital
  Fund III (Israeli Sub) L.P.

	
 

	
$

	
2,221,057

	
 

	
 

	
1,678,169
  

	
 

	
$

	
1,480,704

	
 

	
$

	
398,034

	
 

	
$

	
523,747

	
 

	
$

	
558,923

	
 

	
$

	
740,353

	
 


	
Pitango Venture Capital
  Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
$

	
205,327

	
 

	
 

	
155,139
  

	
 

	
$

	
136,884

	
 

	
$

	
36,797

	
 

	
$

	
48,418

	
 

	
$

	
51,669

	
 

	
$

	
68,443

	
 


	
Pitango Venture Capital
  Fund III (Israeli Investors) L.P.

	
 

	
$

	
600,572

	
 

	
 

	
453,776

	
 

	
$

	
400,382

	
 

	
$

	
107,630

	
 

	
$

	
141,624

	
 

	
$

	
151,128

	
 

	
$

	
200,190

	
 


	
Pitango Parallel Investor
  Fund III (Israel), L.P

	
 

	
$

	
186,721

	
 

	
 

	
141,081

	
 

	
$

	
124,480

	
 

	
$

	
33,462

	
 

	
$

	
44,031

	
 

	
$

	
46,987

	
 

	
$

	
62,241

	
 


	
Pitango Principles Fund III
  (Israel) L.P.

	
 

	
$

	
78,181

	
 

	
 

	
59,071

	
 

	
$

	
52,120

	
 

	
$

	
14,011

	
 

	
$

	
18,437

	
 

	
$

	
19,672

	
 

	
$

	
26,061

	
 


	
Pitango Venture Capital
  Fund Trusts 2000 Ltd.

	
 

	
$

	
156,362

	
 

	
 

	
118,143

	
 

	
$

	
104,242

	
 

	
$

	
28,022

	
 

	
$

	
36,872

	
 

	
$

	
39,348

	
 

	
$

	
52,120

	
 


	
Canada Israel Opportunity
  Fund III, L.P.

	
 

	
$

	
30,000

	
 

	
 

	
22,667

	
 

	
$

	
20,000

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
20,000

	
 

	
$

	
10,000

	
 


	
Shrem Fudim Kelner Founders
  Group II Annex Fund L.P.

	
 

	
$

	
30,000

	
 

	
 

	
22,667

	
 

	
$

	
20,000

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
20,000

	
 

	
$

	
10,000

	
 


	
Shrem, Fudim Kelner &
  Co Ltd.

	
 

	
$

	
30,000

	
 

	
 

	
22,667

	
 

	
$

	
20,000

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
20,000

	
 

	
$

	
10,000

	
 


	
SVE Star Ventures
  Enterprises Gmbh & Co. No. IX KG.

	
 

	
$

	
1,685,854.79

	
 

	
 

	
1,273,785
  

	
 

	
$

	
1,123,903

	
 

	
$

	
279,404

	
 

	
$

	
367,651

	
 

	
$

	
476,848

	
 

	
$

	
561,952

	
 


	
Star Management of
  Investments No. II (2000) L.P.

	
 

	
$

	
221,484.03

	
 

	
 

	
167,347
  

	
 

	
$

	
147,656

	
 

	
$

	
36,715

	
 

	
$

	
48,311

	
 

	
$

	
62,630

	
 

	
$

	
73,828

	
 


	
Star Growth Enterprise, a
  German Civil Law Partnership

	
 

	
$

	
1,692,786.46

	
 

	
 

	
1,279,023

	
 

	
$

	
1,128,525

	
 

	
$

	
280,553

	
 

	
$

	
369,162

	
 

	
$

	
478,810

	
 

	
$

	
564,261

	
 


	
SVM Star Ventures
  Managmenttgesellschaft mbH

	
 

	
$

	
146,380.72

	
 

	
 

	
110,601
  

	
 

	
$

	
97,587

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
97,587

	
 

	
$

	
48,794

	
 


	
Genesis Partners II, L.D.C.

	
 

	
$

	
1,868,977

	
 

	
 

	
1,412,147

	
 

	
$

	
1,245,984

	
 

	
$

	
307,786

	
 

	
$

	
404,742

	
 

	
$

	
533,456

	
 

	
$

	
622,993

	
 


	
Genesis Partners II
  (Israel) L.P.

	
 

	
$

	
275,826

	
 

	
 

	
208,406
  

	
 

	
$

	
183,884

	
 

	
$

	
45,477

	
 

	
$

	
59,802

	
 

	
$

	
78,605

	
 

	
$

	
91,942

	
 


	
Poalim Ventures Ltd.

	
 

	
$

	
251,949

	
 

	
 

	
190,366

	
 

	
$

	
167,966

	
 

	
$

	
32,167

	
 

	
$

	
44,100

	
 

	
$

	
91,699

	
 

	
$

	
83,983

	
 


	
Poalim Ventures I Ltd.

	
 

	
$

	
387,613

	
 

	
 

	
292,870

	
 

	
$

	
258,409

	
 

	
$

	
49,489

	
 

	
$

	
67,846

	
 

	
$

	
141,074

	
 

	
$

	
129,204

	
 


	
Poalim Ventures II L.P.

	
 

	
$

	
785,885

	
 

	
 

	
593,793

	
 

	
$

	
523,923

	
 

	
$

	
100,189

	
 

	
$

	
137,558

	
 

	
$

	
286,176

	
 

	
$

	
261,962

	
 


	
Wellington Partners Venture
  III Technology Fund L.P.

	
 

	
$

	
2,142,511

	
 

	
 

	
1,618,822

	
 

	
$

	
1,428,341

	
 

	
$

	
265,710

	
 

	
$

	
373,828

	
 

	
$

	
788,803

	
 

	
$

	
714,170

	
 


	
Amadeus III

	
 

	
$

	
1,942,438

	
 

	
 

	
1,467,652

	
 

	
$

	
1,294,958

	
 

	
$

	
0

	
 

	
$

	
320,017

	
 

	
$

	
974,941

	
 

	
$

	
647,480

	
 


	
Amadeus III Affiliates Fund
  LP

	
 

	
$

	
60,075

	
 

	
 

	
45,391

	
 

	
$

	
40,050

	
 

	
$

	
0

	
 

	
$

	
9,897

	
 

	
$

	
30,153

	
 

	
$

	
20,025

	
 


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total

	
 

	
$

	
15,000,000

	
 

	
 

	
11,333,583

	
 

	
$

	
9,999,998

	
 

	
$

	
2,015,446

	
 

	
$

	
3,016,043

	
 

	
$

	
4,968,509

	
 

	
$

	
5,000,002

	
 


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 






*Remainder
Amoumt: To be paid by each Investor within 14 (Fourteen) days following receipt
of a written notice from the Company of a call made by the Board











Schedule B  



[Negevtech,
Ltd. Letterhead]



Date: July 20, 2007 


To: [please fill in]


_________


_________


_________



(the "Investors") 





Re: Management Rights  



Dear Ms./ Sirs, 



This letter will confirm our
agreement that pursuant to and effective as of your purchase of Series A1 Preferred Shares
of Negevtech Ltd. (hereinafter the “Company”), pursuant to that certain
Series A1 Preferred Share Purchase Agreement, dated July 20, 2007 (the “Share
Purchase Agreement”) by and between the Investors, the other entities set forth
therein and the Company, the Investors will be entitled to the following contractual
management rights, in addition to rights to non-public financial information, inspection
rights, and other rights specifically provided to all investors in the Share Purchase
Agreement and its ancillary documents: 



	 	(1)	The
Investors shall be entitled to consult with and advise the management of the
          Company on significant business issues, including management’s proposed
          annual operating plans, and management will meet with Investors regularly
during           each year at the Company’s facilities at mutually agreeable times
for such           consultation and advice and to review progress in achieving said
plans. 






	 	(2)	The
Investors may examine the books and records of the Company and inspect its
          facilities and may request information at reasonable times and intervals
          concerning the general status of the Company’s financial conditions and
          operations, provided that access to highly confidential proprietary information
          and facilities need not be provided to the Investors. 






	 	(3)	If
and for so long as the Investors are not represented on the Company’s
          Board of Directors (whether through a director or an observer), the Company
          shall give a representative of the Investors (as will be designated in writing
          by the Investors) (the “Representative”) copies of all
notices,           minutes, consents, and other material that the Company provides to its
          directors; provided, however, that the Company reserves the right to
          exclude the Representative from access to any material the Company believes
upon           advice of counsel that such exclusion is reasonably necessary to preserve
the           attorney-client privilege, to protect highly confidential proprietary
          information or for other similar reasons. Upon reasonable notice and at a
          scheduled meeting of the Board or such other time, if any, as the Board may
          determine in its sole discretion, such Representative may address the Board of
          Directors with respect to the Investor’s concerns regarding significant
          business issues facing the Company. 














	 	(4)	The
Investors hereby agree on their behalf and on behalf of the Representative           to
hold in strict confidence and not to use or otherwise disclose any           confidential
information provided to the Investors and/or to the Representative,           or learned
by any of them as a consequence of exercising the rights and           privileges
afforded to them under the terms of this letter agreement. The           provisions of
this paragraph 4 shall remain in effect notwithstanding any           termination of this
letter agreement. 






	 	(5)	The
rights described herein shall terminate and be of no further force or effect
          upon the date of the closing of the sale of the Company’s securities
          pursuant to a registration statement filed by the Company under the Securities
          Act of 1933, as amended, in connection with the firm commitment underwritten
          offering of its securities to the general public, or equivalent law of another
          jurisdiction 






Very truly yours, 



	——————————————

Rivi Sherman, President
Negevtech, Ltd.		



















Exhibit A  



THE COMPANIES LAW 



A COMPANY LIMITED BY
SHARES 



AMENDED AND RESTATED ARTICLES
OF ASSOCIATION OF 



NEGEVTECH LTD. 



PRELIMINARY 



	1.  	Reserved. 






	2.  	In
these Articles, unless the context otherwise requires: 






	 	
The
“2007 Investment Agreement” – shall mean the Series A1 Preferred
Share Purchase Agreement dated July 20, 2007, between the Company and certain investors. 






	 	
These
“Articles” – shall mean the Articles of Association of the Company
as shall be in force from time to time. 






	 	
“Amadeus”
– shall mean Amadeus III and Amadeus III Affiliates Fund LP and their Permitted
Transferees to which they transfer shares. 






	 	
“as
converted basis” – shall mean assuming the theoretical conversion of all
outstanding Preferred Shares into Ordinary Shares, at the then applicable conversion
ratio. 






	 	
“Board” or “Board of Directors” – shall mean the Board of Directors of
the Company.  






	 	
“Bonus
Shares” – shall mean shares issued by the Company for no consideration to
shareholders entitled to receive them on a pro rata basis. 






	 	
“Business
Day” – shall mean a day on which commercial banks in Israel are open for
business (including, for the avoidance of doubt, Fridays). 






	 	
The
“Company” – shall mean NEGEVTECH LTD.  






	 	
The
“Companies Law” – shall mean the Companies Law, 5759-1999 as shall
be in effect from time to time and any other law that shall be in effect from time to time
with respect to companies and that shall apply to the Company. 






	 	
“Dividend”
– shall mean any asset transferred by the Company to a shareholder in respect of such
shareholder’s shares, whether in cash or in any other way, including a transfer
without valuable consideration, but excluding Bonus Shares. 






	 	
“Genesis”
– shall mean Genesis Partners II, L.D.C., Genesis Partners II (Israel) L.P. and their
Permitted Transferees to which they transfer shares. 














	 	
“Intel”
shall mean Intel Atlantic, Inc., a corporation established and existing under the laws of
the State of Delaware, USA. 






	 	
The
“Office” – shall mean the registered office of the Company as it
shall be from time to time. 






	 	
The
term “Major Holder” shall mean a holder of at least 2.5% of the issued
and outstanding shares of the Company, on an as converted basis and with respect solely to
Article 14 – a holder of at least 2% of the issued and outstanding shares of the
Company, on an as converted basis. 






	 	
“Majority
Preferred Shareholders” – shall mean the holders of at least 60% (sixty
percent) of the issued and outstanding Preferred Shares (calculated on an as converted
basis). 






	 	
“Ordinary
Shares” – shall mean Ordinary Shares of the Company, par value NIS 1 each.  






	 	
“Original
Issue Price” – shall mean: (i) with respect to the Series A1 Preferred
Shares, $1.3235 per share; (ii) with respect to the Ordinary Preferred A Shares, $1.3406
per share; (iii) with respect to the Ordinary Preferred B Shares, $1.86665 per share, as
such prices may be adjusted, for certain purposes set forth in these Articles, upon the
occurrence of a Recapitalization Event. 






	 	
“Orbotech”
– shall mean Orbotech Technology Ventures L.P. and its Permitted Transferees to which
it transfers shares. 






	 	
“Permitted
Transferee” – shall mean: (i) a person or entity that controls or is
controlled by or is under common control with the respective shareholder; (ii) spouse,
brothers, sisters, parents and children of the transferor or a trust for the benefit of
the transferor and/or any of the foregoing, in the event the shares are held by
individuals; (iii) in the case of any shareholder which is a limited or general
partnership or a trust, to its partners (whether general or limited, including retired
partners) or beneficiaries and to affiliated partnerships managed by the same management
company or managing (general) partner or by an entity which directly or indirectly
controls, is controlled by, or is under common control with, such management company or
managing or general partner; (iv) a trustee of the Company’s incentive plans may
transfer to a beneficiary and vice versa; (v) in the case of Plenus Technologies Ltd.,
Plenus II, L.P., Plenus II (D.C.M.), Limited Partnership, Golden Gate Bridge Fund, L.P.,
Bank Leumi Le-Israel B.M. and the Participants (listed in Schedule 1 of the Loan Agreement
between the Company, Plenus II, L.P. and Plenus II (D.C.M.), Limited Partnership dated
October 11, 2005), each shall be considered a Permitted Transferee of each other, as long
as such Permitted Transferee is not a competitor of the Company; (vi) an acquirer that
acquires in one transaction the entire outstanding share capital of the Company from its
shareholders, whether pursuant to Article 29B or Section 341 of the Companies Law or
otherwise, including by way of a merger shall be deemed a Permitted Transferee for
purposes of such transfer ;and (vii) Bank Leumi Le-Israel BM (“BLL”)
shall be a Permitted Transferee of Pitango Principals Fund III (Israel) LP
(“Pitango Principals”), who may freely pledge and subject any of its
shares and other securities in the Company to a charge in favor of BLL, without being
subject to any restrictions hereunder with respect to the creation or imposition of such
pledge or charge, including, without limitation, the requirement for Board approval or any
other approval, any right of first refusal, co-sale offer or otherwise. However, the sale
of the said securities on behalf of Bank Leumi Le-Israel BM pursuant to a realization of
the said charge shall be subject to the right of first refusal and any other
restrictions on the transfer of shares contained herein. 






- 2 -







	 	
The
term “control” shall have the same meaning as designated to it under the
Companies Law and shall also mean the possession, directly or indirectly, of more than 50%
of the voting power or the right to appoint more than 50% of the members of the Board of
Directors or the right to receive more than 50% of the distributed profit. 






	 	
“Pitango”
– shall mean Pitango Venture Capital Fund III (Israeli Sub) L.P., Pitango Venture
Capital Fund III (Israeli Sub.) Non-Q L.P., Pitango Venture Capital Fund III (Israeli
Investors) L.P., Pitango Parallel Investor Fund III (Israel), L.P., Pitango Principles
Fund III (Israel) L.P., Pitango Venture Capital Fund III Trusts 2000 L.P., all of which
shall be deemed Permitted Transferees of each other, and their Permitted Transferees to
which they transfer shares. 






	 	
“Poalim
Ventures” means Poalim Ventures Ltd., Poalim Ventures I Ltd. and Poalim Ventures
II L.P., who shall be deemed Permitted Transferees of each other, and their Permitted
Transferees to which they transfer shares. 






	 	
“Preferred
Shares” – shall mean Series A1 Preferred Shares, Ordinary Preferred A Shares
and Ordinary Preferred B Shares. 






	 	
“Qualified
IPO” or “QIPO” – shall mean the consummation of a firm
commitment underwritten public offering of the Company’s shares, with aggregate gross
proceeds for the Company of at least US$ 30,000,000 (Thirty Million), at an offering price
per share representing a Company valuation of at least US$ 130,000,000 (One Hundred and
Thirty Million). 






	 	
“Recapitalization
Event” – shall mean any event of share combination or subdivision,
distribution of Bonus Shares or any other similar reclassification, reorganization or
recapitalization of the Company’s share where the shareholders retain their
proportionate holdings in the Company on an as converted basis. 






	 	
“Series
A1 Preferred Shares” – shall mean Series A1 Preferred Shares of the Company,
par value NIS 1 each. 






	 	
“Ordinary
Preferred A Shares” – shall mean Ordinary Preferred A Shares of the
Company, par value NIS 1 each. 






	 	
“Ordinary
Preferred B Shares” – shall mean Ordinary Preferred B Shares of the Company,
par value NIS 1 each. 






	 	
“Star”
– shall mean SVE Star Ventures Enterprises GmbH & Co. No. IX KG., Star Management
of Investments No. II (2000) L.P., SVM Star Ventures Management gesellschaft mbH No. 3,
Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability) and
their Permitted Transferees to which they transfer shares. 






	 	
"Wellington"
- shall mean Wellington Partners Ventures III Technology Fund L.P. and its
Permitted Transferees to which it transfers shares.  






- 3 -







	 	
In
these Articles, subject to this Article 2 and unless the context otherwise requires,
expressions defined in the Companies Law, or any modification thereof in force at the date
at which these Articles become binding on the Company, shall have the meanings so defined;
and words importing the singular shall include the plural, and vice versa, and words
importing the masculine gender shall include the female, and words importing persons shall
include bodies corporate. The titles of the articles are not part of the articles. 






	 	
For
purposes of determining the availability of any right, the computation of any
shareholdings or the applicability of any limitation under these Articles, all Ordinary
Shares and Preferred Shares entitled to such right or the application of such limitation
held or acquired by entities or persons constituting Permitted Transferees of each other,
shall be aggregated and such entities or persons shall be viewed as a single Shareholder. 






	 	
In
the event that an article that has been added to these Articles contradicts an original
article found in these Articles – the article added shall take precedence. 






	3.  	PRIVATE
COMPANY 






	 	(a) 	The
Company is a private Company. 






	 	(b) 	The
right to transfer the shares of the Company shall be restricted in the
                    manner hereinafter appearing; 






	 	(c) 	The
number of the shareholders of the Company (not including persons who are in
                    the employment of the Company, and persons who, having been formerly
in the                     employment of the Company were while in that employment and
have continued after                     the termination of that employment to be
shareholders of the Company) shall be                     limited to fifty, provided
that, for the purposes of this provision, where two                     or more persons
hold one or more shares in the Company jointly they shall be                     treated
as a single shareholder; and 






	 	(d) 	No
invitation shall be issued to the public to subscribe for any shares or
                    debentures or debenture stocks of the Company. 






	3A  	CHARITABLE
CONTRIBUTIONS






	 	
The
Company may donate reasonable sums of money and/or issue securities of the Company
representing up to tenth of one percent (0.1%) of its issued and outstanding share
capital, to any worthy purpose or entity approved by the Board of Directors of the Company
even if such donation is not made for business consideration. 






	4.  	OFFICE 






	 	
The
Office of the Company shall be at such place as the Board shall from time to time
designate. 






	5.  	THE
CAPITAL 






	 	
The
authorized capital of the Company is comprised of NIS 56,000,000 divided into: 30,000,000
Ordinary Shares, par value 1 NIS per share, 12,500,000 Series A1 Preferred Shares, par
value 1 NIS per share, 3,500,000 Ordinary Preferred A Shares, par value 1 NIS per share
and 10,000,000 Ordinary Preferred B Shares, par value 1 NIS per share. 






- 4 -







	6.  	RIGHTS,
PREFERENCES AND RESTRICTIONS OF PREFERRED SHARES 






	 	
The
rights, preferences, privileges, and restrictions granted to and imposed on the Preferred
Shares are as set forth in these Articles. 






	7.  	DIVIDEND
PROVISIONS 






	 	
Subject
to Article 8 below, any dividends declared by the Company shall be distributed, subject to
Article 30 below, between all holders of shares of the Company, pari passu, based upon the
number of Ordinary Shares (on an as converted basis) held by any such holder. 






	8.  	DIVIDEND
AND LIQUIDATION PREFERENCE 






	 	(a) 	Upon
the happening of any of the following events: 






	 	(1) 	any
liquidation, dissolution or winding up of the Company, either voluntary or
          involuntary; or  






	 	(2) 	any
consolidation, or merger of the Company with or into another corporation
          following which the shareholders of the Company prior to such transaction do
not           hold following such transaction more than 50% of the outstanding shares and
the           voting power of the surviving corporation by virtue of their holdings in
the           Company prior to such transaction (“Merger”); or  






	 	(3) 	any
sale or Transfer to another corporation of all or substantially all of the
assets of the Company, or all or substantially all of the shares in the Company
(other than to a wholly owned subsidiary of the Company or to a corporation in
which the shareholders of the Company prior to the transaction hold more than
50% of the outstanding voting rights by virtue of their holdings in the Company
prior to such transaction) (“Acquisition”); or  






	 	(4) 	any
distribution of Dividends;  






	 	
(any
of the events described in sections (1) to (4) above shall be hereinafter referred to as
a “Liquidation Event”)  






	 	
then
the amount of declared Dividends or any assets of the Company available for distribution
in connection with, or the consideration received in, such Liquidation Event (hereinafter
referred to as “Distribution Assets”) shall be distributed pursuant to
the following order of preference:  






	 	(b) 	The
holders of the Series A1 Preferred Shares shall be entitled to receive,
                    prior and in preference to any distribution of any of the assets of
the Company                     to the holders of all other equity securities of the
Company by reason of their                     ownership thereof, an amount per each
Series A1 Preferred Share equal to: (i)                     Two time (2X) of the
applicable Original Issue Price for each such share, less                     (ii) the
aggregate amount previously paid in respect of such share pursuant to
                    this Article 8(b), if any (the “A1 Preference Amount”).
In the                     event that the Distribution Assets are not sufficient for a
full payment of the                     A1 Preference Amount to the holders of the Series
A1 Preferred Shares pursuant                     to this subarticle (b), such
Distribution Assets as are available for                     distribution, shall be
distributed among the holders of the Series A1 Preferred                     Shares
pro-rata in proportion to the preferential amount each such holder would
                    otherwise be entitled to receive had the A1 Preference Amount been
paid in full. 






- 5 -







	 	(c) 	Following
the payment in full of the A1 Preference Amount, the holders of the
                    Ordinary Preferred A Shares and the holders of the Ordinary Preferred
B Shares                     shall be entitled to receive, prior and in preference to any
distribution of any                     of the assets of the Company to the holders of
all other equity securities of                     the Company by reason of their
ownership thereof, an amount per each Ordinary                     Preferred A Share and
per each Ordinary Preferred B Share equal to: (i) the                     applicable
Original Issue Price of such share, less (ii) the aggregate amount
                    previously paid in respect of such share pursuant to this Article
8(c), if any                     (the “Ordinary A/BPreference Amount”).
In the event                     that the Distribution Assets are not sufficient for a
full payment of the                     Ordinary A/B Preference Amount to the holders of
the Ordinary Preferred A Shares                     and the holders of the Ordinary
Preferred B Shares pursuant to this subarticle                     (c), such Distribution
Assets as are available for distribution, shall be                     distributed among
the holders of the Ordinary Preferred A Shares and the holders                     of the
Ordinary Preferred B Shares pro-rata in proportion to the preferential
                    amount each such holder would otherwise be entitled to receive in
respect of                     such shares had the Ordinary A/B Preference Amount been
paid in full. 






	 	
Notwithstanding
anything to the contrary in these Articles, any change or amendment to the rights
attached to the Ordinary Preferred B Shares under this subarticle 8(c) shall require the
approval of holders of at least 75% (Seventy Five Percent) of the Ordinary Preferred B
Shares, provided that the authorization or issuance of a new class of shares with
preferential rights (including preferential rights of dividend and liquidation
preferences) or issuance of additional shares of an existing class shall not be deemed a
change or amendment in the rights of the Ordinary Preferred B Shares under this
subarticle 8(c).  






	 	(d) 	Following
the payment in full of the A1 Preference Amount and the Ordinary A/B
                    Preference Amount, the holders of the Preferred Shares and the
holders of the                     Ordinary Shares shall receive any remaining
Distribution Assets available for                     distribution pro rata based on the
number of Ordinary Shares (on an as converted                     basis) held by any such
holder. 






	 	(e) 	In
the event of a Merger or an Acquisition in which the shareholders (and not
                    the Company) are the intended recipients of the proceeds resulting
therefrom                     (such as with a sale of shares transaction), no transfer of
securities in                     accordance thereto will be considered valid and the
Company will not register or                     otherwise give effect to such transfer,
unless the provisions of the                     distribution preferences under this
Article 8 shall apply. 






	 	(f) 	Whenever
the Distribution Assets are in securities or property other than cash,
                    the value of such assets shall be the fair market value of such
securities or                     other property as shall be determined by the Board, or
by the liquidator in case                     of winding up. Such proceeds shall be made
payable in US dollars unless any                     holder of fully paid share elects to
receive such distributions in NIS. The NIS                     equivalent of the dollar
value of any distribution shall be determined in                     accordance with the
Representative Rate last published by the Bank of Israel                     prior to the
date of the making of the distribution. 






- 6 -







	9.  	CONVERSION
OF PREFERRED SHARES 






	 	
The
holders of the Preferred Shares shall have conversion rights as follows (the
“Conversion Rights”): 






	 	(a) 	Right
to Convert. 






	 	(1) 	Subject
to Article 9(c), each fully paid Preferred Share shall be convertible,           at the
option of the holder thereof, at any time after the date of issuance of           such
Preferred Share at the Office or any transfer agent for the Preferred           Shares,
into one fully paid and non-assessable Ordinary Share nominal value NIS           1 and
the Company shall, at such time, issue to the holders thereof, for no
          additional charge (a portion of the premium paid for such Preferred Shares
being           attributed as payment on account of the nominal value of such additional
          Ordinary Shares – in the event that the then applicable law requires that
          shares are issued for no less than their nominal value and to the extent no
          other source available pursuant to the provisions of the then applicable law
may           be used for such purpose), such number of fully-paid and non-assessable
Ordinary           Shares as required so that the total number of Ordinary Shares so
issued (i.e.           including the Ordinary Share into which the Preferred Share was
converted) will           be equal to the number determined by dividing the Original
Issue Price           applicable to such Preferred Share by the Conversion Price (as
defined below) at           the time in effect for such share. In the event that the then
applicable law           requires that shares are issued for not less than their nominal
value, and the           aggregate nominal value of all such Ordinary Shares shall exceed
the           consideration paid to the Company with respect to such Preferred Share, the
          holder thereof shall pay the Company such excess nominal value to the extent no
          other source available pursuant to the provisions of the then applicable law
          (such as premiums paid for other shares of the Company) may be used for such
          purpose. The initial Conversion Price per each Preferred Share shall be its
          Original Issue Price, provided, however, that the Conversion Price for the
          Series A1 Preferred Shares shall be subject to adjustment as set forth in
          subarticles 9(c), 9(d) and 9(e) and the Conversion Price for the Ordinary
          Preferred A Shares and Ordinary Preferred B Shares shall be subject to
          adjustment as set forth in subarticles 9(d) and 9(e).  






	 	(2) 	All
Preferred Shares shall automatically be converted into Ordinary Shares at           the
Conversion Price at the time in effect for such Preferred Shares upon the
          earlier of: (A) a Qualified IPO, or (B) the written consent of the Majority
          Preferred Shareholders.  






- 7 -







	 	(b) 	Mechanics
of Conversion. 






	 	(1) 	Before
any holder of Preferred Shares shall be entitled to convert the same into
          Ordinary Shares such holder shall surrender the certificate or certificates
          therefor at the Office and shall give written notice to the Company of the
          election to convert the same (or any part thereof) and shall state therein the
          name or names of any nominee for such holder in which the certificate or
          certificates for shares of Ordinary Shares are to be issued. The Company shall,
          as soon as practicable thereafter unless such notice states that conversion is
          to be effective on any later date or when any conditions specified in the
notice           have been fulfilled in which case conversion shall take effect on such
other           date or when such conditions have been fulfilled, issue and deliver at
such           office to such holder of Preferred Shares, or subject to the transfer
          restrictions contained in these Articles to the nominee or nominees of such
          holder, a certificate or certificates for the number of shares of Ordinary
          Shares to which such holder shall be entitled as aforesaid. Such conversion
          shall be deemed to have been made immediately prior to the close of business on
          the date of such surrender of the shares of Preferred Shares to be converted,
or           on any later date or when any conditions specified in the notice have been
          fulfilled and the person or persons entitled to receive the Ordinary Shares
          issuable upon such conversion shall be treated for all purposes as the record
          holder or holders of such Ordinary Shares as of such date. If the conversion is
          in connection with a QIPO, the conversion may, at the option of any holder
          tendering Preferred Shares for conversion, be conditioned upon the closing with
          the underwriter of the sale of securities pursuant to such offering, in which
          event the person(s) entitled to receive the Ordinary Shares issuable upon such
          conversion of the Preferred Shares shall not be deemed to have converted such
          Preferred Shares until immediately prior to the closing of such sale of
          securities. In the event that the certificate(s) representing the Preferred
          Shares to be converted as aforesaid are not delivered to the Company, then the
          Company shall not be obligated to issue any certificate(s) representing the
          Ordinary Shares issued upon such conversion, unless the holder of such
Preferred           Shares notifies the Company in writing that such certificate(s) have
been lost,           stolen or destroyed and executes an agreement satisfactory to the
Company to           indemnify the Company from any loss incurred by it in connection
with such           certificates.  






	 	(2) 	A
conversion of Preferred Shares pursuant to one of the events described in
          Article 9(a)(2) shall be deemed to have taken place automatically regardless of
          whether the certificates representing such shares have been tendered to the
          Company but from and after such conversion any such certificates not tendered
to           the Company shall be deemed to evidence solely the Ordinary Shares received
upon           such conversion and the right to receive a certificate for such Ordinary
Shares.  






- 8 -







	 	(c) 	Conversion
Price Adjustments of Preferred Shares 






	 	
Until
the QIPO, the applicable Conversion Price of the Series A1 Preferred Shares shall be
subject to adjustment from time to time as follows:  






	 	(1) 	Upon
each issuance by the Company of any “Additional Securities” (as
               defined below), without consideration or for a price per share less than
the                applicable Conversion Price for any issued and outstanding Series A1
Preferred                Shares, in effect immediately prior to the issuance of such
Additional                Securities, the applicable Conversion Price for any such issued
and outstanding                Series A1 Preferred Shares in effect immediately prior to
each such issuance                shall be adjusted to a price (calculated to the nearest
cent ($0.01)) determined                by dividing (1) the sum of (A) the total number
of Ordinary Shares issued and                outstanding prior to the issuance of such
Additional Securities multiplied by                the applicable Conversion Price of the
Series A1 Preferred Shares in effect                prior to the issuance of such
Additional Securities, plus (B) the total amount                of the consideration
received by the Company for such Additional Securities by                (2) the sum of
the total number of Ordinary Shares issued and outstanding                immediately
prior to the issuance of such Additional Securities plus the number                of
such Additional Securities issued. For the purpose of the above calculation,
               the number of shares of Ordinary Shares issued and outstanding immediately
prior                to such issue shall be calculated on an as converted and fully
diluted basis, as                if all outstanding warrants, options or other rights for
the purchase of shares                or convertible securities had been fully exercised
(and the resulting securities                fully converted into Ordinary Shares, if so
convertible) as of such date, but                excluding the warrants to purchase
Series AA Preferred Shares outstanding prior                to the execution of the 2007
Investment Agreement, unless cancelled).  






	 	(2) 	 (A) 	
No adjustments of any applicable Conversion Price shall be made in an amount
               less than one US cent ($0.01). No adjustment of any applicable Conversion
Price                pursuant to subarticle 9(c)(1) shall be made if it has the effect of
increasing                the applicable Conversion Price above the applicable Conversion
Price in effect                immediately prior to such adjustment.  






	 	(B) 	In
the case of the issuance of Additional Securities (as defined below) for           cash,
the consideration, for the purpose of subarticles 9(c)(1) shall be deemed           to be
the amount of cash received therefore before any payment of commissions,
          expenses and the like.  






	 	(C) 	In
the case of the issuance of Additional Securities (defined below) for a
          consideration, in whole or in part other than cash, the consideration other
than           cash shall, for the purpose of subarticle 9(c)(1) be deemed to be the fair
value           thereof as determined, in good faith, by the Board of Directors.  






- 9 -







	 	(D) 	In
the case of the issuance of options to purchase or rights to subscribe for
          Ordinary Shares, or securities by their terms convertible into or exchangeable
          for Ordinary Shares or options to purchase or rights to subscribe for such
          convertible or exchangeable securities, the aggregate maximum number of
Ordinary           Shares deliverable upon exercise (assuming the satisfaction of any
conditions to           exercise, including without limitation, the passing of time, but
without taking           into account potential anti-dilution adjustments) of such
options to purchase or           rights to subscribe for Ordinary Shares or upon
conversion or an exchange of           such convertible or exchangeable security shall be
deemed to have been issued at           the time of the issuance of such options, rights,
or securities at a           consideration equal to the consideration (determined in the
manner provided in           subarticle 9(c)(2)(B) and 9(c)(2)(C)), if any, received by
the Company upon the           issuance of such options or rights or securities plus any
additional           consideration payable to the Company pursuant to the term of such
options or           rights or securities (without taking into account potential
anti-dilution           adjustments) for the Ordinary Shares covered thereby, and the
applicable           Conversion Price shall be adjusted accordingly. Upon the expiration
of any such           options or rights, the termination of any such rights to convert or
exchange or           the expiration of any options or rights related to such convertible
or           exchangeable securities, the applicable Conversion Price to the extent in
any           way affected by or computed using such options, rights or securities or
options           or rights related to such securities (unless such options or rights
were merely           to be included in the numerator and denominator for purposes of
determining the           number of Ordinary Shares outstanding for purposes of Article
9(c)(1)) shall be           recomputed to reflect the issuance of only the number
Ordinary Shares (and           convertible or exchangeable securities that remain in
effect) actually issued           upon the exercise of such options or rights, or upon
the conversion or exchange           of such securities or upon the exercise of the
options or rights related to such           securities. The number of Ordinary Shares
deemed issued and the consideration           deemed paid therefor shall be appropriately
adjusted to reflect any change,           termination or expiration of the type described
in this Article 9(c)(2)(D).  






	 	(E) 	For
purpose of subarticle 9(c)(1) hereof, the consideration for any Additional
          Securities shall be taken into account at the U.S. dollar equivalent thereof,
on           the day such Additional Securities are issued or deemed to be issued
pursuant to           subarticle 9(c)(2)(D).  






	 	(3) 	“Additional
Securities” shall mean any Ordinary Shares, options to           purchase or rights
to subscribe for Ordinary Shares, or securities which by           their terms are
convertible into or exchangeable for Ordinary Shares, or any           securities
convertible into or exercisable for any securities of the foregoing.
          Notwithstanding the foregoing, “Additional Securities” does
not           include:  






	 	(A) 	Securities
issued pursuant to a transaction described in subarticles 9(d) or                9(e)
hereof;  






	 	(B) 	The
issuance, pursuant to the approval of the Board, of Ordinary Shares or
               Options to purchase Ordinary Shares to employees, directors and bona-fide
               consultants;  






	 	(C) 	Securities
issued pursuant to options, warrants or other rights outstanding                prior to
the issuance of the Series A1 Preferred Shares;  






	 	(D) 	Ordinary
Shares issued upon conversion of Preferred Shares;  






- 10 -







	 	(E) 	Issuance
of Bonus Shares, providing such Bonus Shares are issued to all the then
               existing shareholders, or shares issued pursuant to a rights offering in
which                all such shares are offered exclusively to existing shareholders;  






	 	(F) 	Shares
issued in the acquisition of another company provided that the issuance                of
such shares is approved by the Board of Directors;  






	 	(G) 	Shares
issued in connection with equipment leases, bank loans or secured debt
               financings approved by the Board of Directors provided the number of such
shares                issued shall not exceed, in the aggregate, together with all
previous issuances                made pursuant to this paragraph, 1% of the then issued
and outstanding share                capital of the Company on a fully diluted, as
converted basis;  






	 	(H) 	Securities
issued or issuable following written approval of Majority Preferred
               Shareholders in which they agree to waive their anti-dilution or
pre-emptive                rights (as the case may be) with respect to such specific
issuance; and  






	 	(I) 	Securities
issued as a charitable donation pursuant to Article 3A.  






	 	(d) 	Other
Distributions 






	 	
Subject
to the liquidation preference of the Preferred Shares as set forth in Article 8
above, in the event the Company shall declare a distribution payable in securities of
other persons, evidences of indebtedness issued by the Company or other persons, assets
(excluding cash dividends) or options or rights not referred to in subarticle 9(c)(3) or
if the Company at any time shall pay a dividend payable in additional Ordinary Shares or
other securities or rights convertible into, or entitling the holder thereof to receive
directly or indirectly, additional Ordinary Shares then, in each such case for the
purpose of this subarticle 9(d), the holders of the Preferred Shares shall be entitled to
receive such distribution, in respect of their holdings on an as-converted basis as of
the record date for such distribution.  






	 	
Subject
to the liquidation preference of the Preferred Shares as set forth in Article 8
above, if the Company at any time shall make a distribution of its assets to the holders
of its Ordinary Shares as a dividend in liquidation or partial liquidation or by way of
return of capital or other than as a dividend payable out of earnings or surplus legally
available for dividends, each holder of Preferred Shares shall be entitled to receive
without payment of any additional consideration, a sum equal to the amount of such assets
as would have been payable to such holder as owner of that number of Ordinary Shares
receivable by exercise of the conversion rights had such holder been the holder of record
of such Ordinary Shares on the record date for such distribution; and an appropriate
provision therefor shall be made a part of any such distribution.  






- 11 -







	 	(e) 	Recapitalization 






	 	
If
at any time or from time to time there shall be a Recapitalization Event (other than a
subdivision, combination or merger or sale of assets transaction provided for elsewhere
in this Article 9 or Article 8) provisions shall be made so that the holders of
the Preferred Shares shall thereafter be entitled to receive upon conversion of the
Preferred Shares the number of Ordinary Shares or other securities or property of the
Company or otherwise, to which a holder of Ordinary Shares deliverable upon conversion
would have been entitled immediately prior to such Recapitalization Event. In any such
case, appropriate adjustment shall be made in the application of the provisions of this
Article 9 with respect to the rights of the holders of the Preferred Shares after such
Recapitalization Event to the end that the provisions of this Article (including
adjustment of the Conversion Price then in effect and the number of shares issuable upon
conversion of the Preferred Shares) shall be applicable after that event in a manner as
nearly equivalent as may be practicable.  






	 	
If
the Company shall subdivide or combine its Ordinary Shares, the applicable Conversion
Price shall be proportionately reduced, in case of subdivision of shares, as at the
effective date of such subdivision, or if the Company shall fix a record date for the
purpose of so subdividing, as at such record date, whichever is earlier, or shall be
proportionately increased, in the case of combination of shares, as at the effective date
of such combination, or, if the Company shall fix a record date for the purpose of so
combining, as at such record date, whichever is earlier.  






	 	(f) 	No
Impairment 






	 	
The
Company will not, by amendment of these Articles or through any reorganization,
recapitalization, transfer of assets, consideration, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of the Conversion Rights of the holders of Preferred Shares, but will at all
times in good faith assist in the carrying out of all the provisions of this Article 9
and in the taking of all such action as may be necessary or appropriate in order to
protect the Conversion Rights of the holders of the Preferred Shares against impairment.  






	 	(g) 	No
Fractional Shares and Certificate as to Adjustments 






	 	(1) 	No
fractional shares shall be issued upon conversion of the Preferred Shares,           and
the number of Ordinary Shares to be issued shall be rounded to the nearest
          whole share. Whether or not fractional shares are issuable upon such conversion
          shall be determined on the basis of the total number of Preferred Shares held
by           the holder and the number of Ordinary Shares issuable upon such aggregate
          conversion.  






	 	(2) 	Upon
the occurrence of each adjustment or readjustment of any applicable           Conversion
Price pursuant to this Article 9, the Company, at its expense,           shall
promptly compute such adjustment or readjustment in accordance with the           terms
hereof and prepare and furnish to each holder of Preferred Shares a           certificate
setting forth each adjustment or readjustment and showing in detail           the facts
upon which such adjustment or readjustment is based. The Company shall           furnish
or cause to be furnished to such holder a like certificate setting forth           (A) such
adjustment and readjustment, (B) the applicable Conversion           Price at the
time in effect, and (C) the number of Ordinary Shares and the           amount, if
any, of other property which at the time would be received upon the           conversion
of a Preferred Share.  






- 12 -







	 	(h) 	Notices
of Record Date 






	 	
In
the event of 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 receive
any dividend (including a cash dividend) or other distribution, any right to subscribe
for, purchase or otherwise acquire any shares of any class or any other securities or
property, or to receive any other right, the Company shall provide to each holder of
Preferred Shares, at least 20 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, and the amount and character of such dividend,
distribution or right.  






	 	(i) 	Reservation
of Shares Issuable Upon Conversion 






	 	
The
Company shall at all times reserve and keep available out of its authorized but unissued
shares of Ordinary Shares solely for the purpose of effecting the conversion of the
Preferred Shares such number of its Ordinary Shares as shall from time to time be
sufficient to effect the conversion of all outstanding Preferred Shares; and if at any
time the number of authorized but unissued Ordinary Shares shall not be sufficient to
effect the conversion of all then outstanding Preferred Shares, in addition to such other
remedies as shall be available to the holder of such Preferred Shares, the Company will
take such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued Ordinary Shares to such number of shares as shall be
sufficient for such purposes.  






	10.  	RESERVED 






	11.  	VOTING
RIGHTS 






	 	
Subject
to Article 58 below, each holder of Ordinary Shares and Preferred Shares shall be entitled
to one (1) vote per Ordinary Share or Ordinary Share into which such Preferred Share is
convertible at the time of voting, whether in a vote by show of hands, secret ballot or
written consent. Each holder of Preferred Shares shall vote together with the Ordinary
Shares as a single class (except as otherwise expressly provided in these Articles or as
required by law) and shall be entitled to notice of any general meeting of shareholders in
accordance with these Articles. Fractional votes shall not be permitted and any fractional
vote resulting from the conversion mechanism described above in these Articles shall be
rounded up or down to the nearest whole number (with one-half (1/2) being rounded upward). 






	12.  	PROTECTIVE
PROVISIONS 






	 	(a) 	Until
a QIPO, the Company shall not take any of the following actions without
                    approval of the Majority Preferred Shareholders (which may be
obtained by way of                     a written consent and shall not require the
convening of a shareholders meeting                     for such purpose, unless required
by applicable law): 






- 13 -







	 	(1) 	any
amendment to or modification of these Articles and/or the Memorandum of
                    Association of the Company or any other action which would amend,
change or                     modify the rights, preferences or privileges of the
Preferred Shares.  






	 	(2) 	declaration
of any Dividend;  






	 	(3) 	the
authorization of any share capital, or other rights or securities
                    convertible into or exchangeable for share capital, or the conversion
of any                     existing shares into shares, in each case with rights equal to
or superior to                     the rights of the Preferred Shares;  






	 	(4) 	any
action or transaction which is outside the business of the Company as
                    contemplated in the Updated Work Plan of the Company (as defined in
the 2007                     Investment Agreement);  






	 	(5) 	any
action which effects a merger, reorganization, liquidation, disposition,
                    acquisition or sale of the Company or of any subsidiary thereof, or
any transfer                     of a material asset of the Company or of any subsidiary
thereof, or the creation                     of or purchase of or into any entity;  






	 	(6) 	any
action which may alter or change the capital structure of the Company or of
                    any subsidiary thereof, any action which effects a reclassification
or                     recapitalization of the outstanding capital shares of the Company,
and any                     increase in the registered share capital of the Company or of
any subsidiary                     thereof;  






	 	(7) 	the
creation of any guarantee, mortgage, pledge or security interest in a
                    material asset, or in all or substantially all of the assets of the
Company or a                     subsidiary;  






	 	(8) 	the
replacement of the independent auditors to the Company, which in any event
                    shall be one of the “big four”; and  






	 	(9) 	the
incurrence by the Company or by any subsidiary thereof of any indebtedness
                    that shall exceed the sum of $250,000 (Two Hundred Fifty Thousand US
Dollars),                     calculated on a cumulative basis in respect of any one
transaction or in respect                     of a series of connected transactions;  






	 	(b) 	Until
a QIPO, the Company shall not issue any securities of any kind or options
                    to purchase securities of any kind without the approval of the
majority of the                     directors appointed by the holders of the Preferred
Shares, provided however                     that shares issued upon the exercise of
warrants, options, or other rights                     outstanding prior to the 2007
Investment Agreement or the grant of options (and                     shares issued upon
exercise of such options) under the Company’s incentive                     plans,
are not subject to such approval. 






	 	(c) 	Any
amendment or modification of the rights and obligations of Intel set forth
                    in Article 29(e) (Right of First Refusal), Article 29A (Co-Sale) and
Article                     29(B)(b) (Bring Along) and 65(c) (Directors) shall require
the consent of Intel. 






- 14 -







	 	(d) 	The
required consents as set forth in Articles 12(a) – (b) above shall also
                    apply to any action taken by any wholly owned subsidiary of the
Company. 






	13.  	ALLOTMENT
OF SHARES 






	 	
Subject
to the provisions of Articles 12 and 14, the authorized but unissued shares shall be
under the control of the Board of Directors, who shall have the power to allot shares or
otherwise dispose of them to such persons, on such terms and conditions (including,
inter-alia, terms relating to calls as set forth in Article 31 hereof), and either at
par or at a premium, or, subject to the provisions of the Companies Law, at a discount,
and at such times, as the Board of Directors may think fit, and the power to give any
person the option to acquire from the Company any shares, either at par or at premium, or
subject as aforesaid, at a discount, during such time and for such consideration as the
Board of Directors may think fit. 






	14.  	PREEMPTIVE
RIGHTS 






	 	(a) 	Until
a QIPO, the provisions of this Article 14 shall apply: 






	 	(1) 	Any
Additional Securities (as defined in Article 9 above) to be issued by           the
Company (the “Offered Securities”) shall first be offered           by
the Board of Directors by written notice to each Major Holder (for purposes           of
this Article 14, the “Offerees”). The number of Offered
          Securities offered to each Offeree shall be the result of the multiplication of
          the Offered Securities by a fraction: (i) the numerator of which shall be
          the total number of outstanding Ordinary Shares of the Company (on an
          as-converted basis) held by such Offeree as determined prior to the offer made
          pursuant to this Article 14, and (ii) the denominator of which is the
          total number of outstanding Ordinary Shares of the Company (on an as-converted
          basis), as determined prior to the offer made pursuant to this Article 14.  






	 	(2) 	The
Company shall provide each Offeree with a Notice (the “Notice of           Offer”)
specifying the number of Offered Securities he is entitled to           purchase and
which shall state the terms of the proposed issuance, and any such           Offeree may
accept such offer, as to all or any part of the Offered Securities           so offered
to him, by giving the Company written notice of acceptance within           fourteen (14)
days after being served with such Notice of Offer; provided          that if the
purchase by such Offeree is being effected prior to, or concurrently           with such
issuance of Offered Securities (rather than subsequent thereto) then           such
Offeree shall be obligated to consummate the purchase of such Offered
          Securities only if the Company consummates the sale of the balance of the
          Offered Securities pursuant to the terms described in such Notice of Offer  






	 	(3) 	Any
and all preemption rights set forth in this Article 14, may be exercised by           a
Permitted Transferee of a Major Holder instead of by such Major Holder if such
          Major Holder so notifies the Company in writing.  






	 	(b) 	Any
Offered Securities not subscribed for by the Offeree as aforesaid, shall be
                    under the control of the Board of Directors and may be issued without
regard to                     this Article 14, except to the extent that said
Offered Securities may not                     be allotted on terms more favorable to the
purchaser than those offered pursuant                     to this Article 14. In the
event the Offered Securities are not acquired by                     the expiration of
120 days from the date of expiration of the [fourteen (14)]                     day
period referred to in Article 14(a)(2), they may not be issued except
                    by compliance with the provisions of Article 14. 






- 15 -







	15.  	REGISTERED
HOLDER 






	 	(a) 	If
two or more persons are registered as joint holders of a share they shall be
                    jointly and severally liable for any calls or any other liability
with respect                     to such share. However, with respect to voting, power of
attorney and furnishing                     notices, the one registered first in the
register of shareholders, insofar as                     all the registered joint holders
shall not notify the Company in writing to                     relate to another one of
them as the sole owner of the share, as aforesaid,                     shall be deemed to
be the sole owner of the share. 






	 	(b) 	In
the case that two or more persons are registered together as holders of a
                    share, each one of them shall be permitted to give receipts binding
all the                     joint holders for dividends or other monies in connection
with the share and the                     Company shall be permitted to pay all the
dividends or other monies due with                     respect to the share to one or
more of the joint holders, as it shall choose. 






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






	16.  	SHARE
CERTIFICATES 






	 	(a) 	A
shareholder shall be entitled to receive from the Company without payment, one
                    certificate that shall contain that number of shares registered in
the name of                     such shareholder, their class and serial numbering.
However, in the event of                     joint holders holding a share, the Company
shall not be obligated to issue more                     than one certificate to all of
the joint holders, and the delivery of such a                     certificate to one of
the joint holders shall be deemed to be a delivery to all                     of the
joint holders. 






	 	(b) 	Each
certificate shall carry the signature or signatures of a director or such
                    other person(s) appointed by the Board of Directors for this purpose
and the                     rubber stamp or the seal of the Company. 






	 	(c) 	If
a share certificate is defaced, lost or destroyed, it may be replaced upon
                    payment of such fee, if any, and on such terms, if any, as to
evidence and                     indemnity as the Board of Directors may think fit. 






- 16 -







	17.  	MODIFICATIONS
OF SHARE RIGHTS 






	 	
If
at any time the share capital is divided into different classes of shares (unless
otherwise provided for by the terms of issue of the shares of that class) it shall be
permitted, subject to the provisions of Article 12 above, to change, convert,
broaden, add or vary in any other manner the rights, advantages, restrictions and
provisions attached at that time to one or more of the classes by a resolution of the
general meeting of the shareholders of the Company, without the need for any separate
class vote or class meeting. It is hereby clarified that any resolution required to be
adopted pursuant to these Articles by the consent of a separate class of shares, whether
by way of a separate general meeting of such class or by way of written consent, shall be
given by the holders of shares of such class entitled to vote or give consent thereon and
no holder of shares of a certain class shall be banned from voting or consenting by virtue
of being a holder of more than one class of shares of the Company, irrespective of any
conflicting interests that may exist between such different classes of shares. A
shareholder shall not be required to refrain from participating in the discussion, voting
and/or consenting on any resolution concerning an amendment to any class of shares held by
such shareholder, due to the fact that such shareholder may benefit in one way or another
from the outcome of such resolution. 






	 	
Without
derogating from the need to receive any consents or approvals required pursuant to Article
12, it is hereby clarified and agreed that the enlargement of an existing class of shares,
or the issuance or allotment of additional shares thereof, or the creation of additional
shares of that class as a result of conversion of shares from another class or unification
with another class, shall not be deemed, for purposes of these Articles, to amend, change,
vary, modify or abrogate the rights attached to the previously issued shares of such class
or of any other class. 






PLEDGE 



	18. 	The
Company shall have a lien and first pledge on all the shares, not fully           paid,
registered in the name of any shareholder (whether registered in his name           only
or together with another or others) and on the proceeds from the sale           thereof,
for any amount still outstanding with respect to that share, whether           presently
payable or not. Such a pledge shall exist whether the dates of payment           or
fulfillment or execution of the obligations, debts or commitments have become
          due or not, and shall apply to all dividends that shall be decided upon from
          time to time in connection with these shares. No benefit shall be created with
          respect to this share based upon the rules of equity which shall frustrate this
          pledge, however the Board may declare at any time with respect to any share,
          that it is released, wholly or in part, temporarily or permanently, from the
          provisions of this article. 






	19. 	The
Company may sell, in such manner and at such time as the Board thinks fit,           any
of the pledged shares, but no sale shall be made unless the date of payment           of
the monies or a part thereof has arrived, or the date of fulfillment and
          performance of the obligations and commitments in consideration of which the
          pledge exists has arrived, and after a written request has been furnished to
the           shareholder or person who has acquired a right in the shares, which sets
out the           amount or obligation or commitment due from him and which demands their
payment,           fulfillment or execution, and which informs the person of the Board’s
          desire to sell the shares in the event of non-fulfillment of the notice, and
the           person has not fulfilled his obligation pursuant to the notice within seven
days           after the notice has been sent to him. 






	20. 	The
net proceeds of such sale after payment of the costs thereof, shall be           applied
in payment of such sum due to the Company or to the fulfillment of the
          obligation or commitment (including debts, liabilities and engagements which
          have not yet fallen due for payment or satisfaction), and the remainder (if
          there shall be any) shall be paid to the shareholder or to the person who has
          acquired a right in the share sold pursuant to the above. 






- 17 -







     	21.	
          After execution of a sale as aforesaid, the Board shall be permitted to sign or
          to appoint someone to sign a deed of transfer of the sold shares and to register
          the buyer’s name in the register of shareholders as the owner of the sold
          shares and it shall not be the obligation of the buyer to supervise the
          application of monies nor will his right in the shares be affected by a defect
          or illegality in the sale proceedings after his name has been registered in the
          register of shareholders with respect to those shares. The sole remedy of any
          person aggrieved by the sale shall be in damages only and against the Company
          exclusively. 


          



TRANSFER OF SHARES AND
THE MANAGEMENT THEREOF 



	22. 	Each
transfer of shares shall be made in writing in the form appearing herein           below,
or in a similar form, or in any form as to be determined upon by the           Board from
time to time, such form shall be delivered to the Office together           with the
transferred share certificates and any other proof the Board shall           require, if
it shall so require, in order to prove the title of the transferor.           The
instruments and documents notifying the Company with respect to the transfer
          are a prerequisite to the effectuation of such transfer. Notwithstanding the
          above, any transfer of shares to any person or entity that is not at the time
of           transfer a shareholder of the Company and that competes with the Company,
          directly or indirectly, in the field of optical inspection or metrology for
          semiconductors or the transfer of shares which have not been fully paid up will
          require the consent and approval of the Board of Directors, except if such
          transfer is to a Permitted Transferee. 






Deed of Transfer of
Shares 



I, ____________ of _____________ in
consideration of the sum of NIS ________ (New Israeli Shekels) paid to me by
______________, of ____________ (hereinafter called “the said transferee”) do
hereby transfer to the said transferee ___________ share (or shares) having par value of
NIS ________ each one numbered ____ until ____ inclusive in Negevtech Ltd., to hold
unto the said transferee, his executors, administrators, and assigns, subject to the
conditions on which I held the same at the time of the execution hereof; and I, the said
transferee, do hereby agree to accept the said share (or shares) subject to the conditions
aforesaid. As witness we have hereunder set out hands the ______ day of _________ 20__. 


		
		
		
		
		
	____________________________	____________________________
	Transferee	Transferor
	 
	____________________________	____________________________
	Address	Address






	23.  	The
deed of share transfer shall be executed both by the transferor and
                    transferee, and the transferor shall be deemed to remain a holder of
the share                     until the name of the transferee is entered into the
register of shareholders in                     respect thereof. 






	24.  	The
Company shall be permitted to demand a fee for registration of transfer, in
                    a reasonable rate as to be determined by the Board from time to time,
with the                     exception of transfers to Permitted Transferees. 






- 18 -







	25.  	RESERVED. 






	26.  	Upon
the death of a shareholder, the remaining holders (in the event that the
                    deceased was a joint holder in a share) or the administrators or
executors or                     heirs of the deceased (in the event the deceased was the
sole holder of the                     share or was the only one of the joint holders of
the share to remain alive)                     shall be recognized by the Company as the
sole holders of any title to the                     shares of the deceased. However,
nothing aforesaid shall release the estate of a                     joint holder of a
share from any obligation with respect to the share that he                     held
jointly with any other holder. 






	27.  	Any
person becoming entitled to a share in consequence of the death or
                    bankruptcy or liquidation of a shareholder shall, upon such evidence
being                     produced as may from time to time be required by the Board,
have the right,                     either to be registered as a shareholder in respect
of the share upon the                     consent of the Board or, instead of being
registered himself, to transfer such                     share to another person, subject
to the provisions contained in these Articles                     with respect to
transfers. 






	28.  	A
person becoming entitled to a share because of the death of a shareholder
                    shall be entitled to receive, and to give receipts for, dividends or
other                     payments paid with respect to the share, but he shall not be
entitled to receive                     notices with respect to Company meetings or to
participate or vote therein with                     respect to that share, or aside from
the aforesaid, to use any right of a                     shareholder, until he has been
accepted as a shareholder with respect to that                     share. 






	29.  	RIGHT
OF FIRST REFUSAL 






	 	(a) 	Until
a QIPO, a shareholder of the Company shall not be permitted to make any
                    Transfer (as hereinafter defined) of his shares in the Company, other
than to a                     Permitted Transferee, except pursuant to the following
provisions set forth                     below. 






	 	
For
the purposes of this Agreement, the term “Transfer” shall mean any sale,
assignment, transfer, hypothecation or other encumbrance or disposition of in any way.  






	 	(b) 	A
shareholder, desirous of making any Transfer of the shares held by him to
                    others, in whole or in part (hereinafter the “Transferor”)
                    shall be obligated to offer them first to the Offerees (as defined in
                    Article 14 above), by giving notice in writing to the Company
and the                     Company shall forward such notice to such Offerees within 3
(three) business                     days following receipt of such notice (hereinafter
“Sale Notice”). 






	 	(c) 	In
the Sale Notice the Transferor shall mention the number of shares he wishes
                    to Transfer (hereinafter the “Offered Shares”), the
price                     forming the consideration for the Offered Shares, the name of
the transferee                     (the “Transferee”) and the other
conditions of the sales. 






	 	(d) 	The
Sale Notice shall be irrevocable unless all of the Offerees agree otherwise. 






- 19 -







	 	(e) 	Each
of the Offerees may inform the Transferor and the Company in writing within
                    21 Business Days from the date of receipt of the Sale Notice as to
his/her                     intention to purchase that number of Offered Shares, in whole
or in part, which                     is the result of the multiplication of the Offered
Shares by a fraction:                     (i) the numerator of which is the number
of Ordinary Shares (on an                     as-converted basis) of the Company held by
such Offeree and (ii) the                     denominator of which is the total
number of outstanding Ordinary Shares (on an                     as-converted basis) held
by all Offerees (hereinafter the                     “Offerees’ Offered
Shares”), the purchase of which shall                     be at the purchase
price and in accordance with the payment conditions as                     provided for
in the Sale Notice (hereinafter the “Purchase                     Notice”).
An Offeree who has submitted a Purchase Notice shall be                     referred to
hereinafter as “Buyer”. Notwithstanding the
                    foregoing, Intel (to the extent it is a Major Holder) shall be
required to                     provide the Transferor with a Purchase Notice within 10
days of receipt of the                     Sale Notice and, in the event Intel is the
Transferor, the Offerees will be                     required to provide Intel with a
Purchase Notice within 10 days of receipt of                     the Sale Notice. 






	 	(f) 	Thereafter,
the Company shall give each Buyer who has fully exercised his rights
                    pursuant to Article 29(e) a written notice, with a copy to the
Transferor                     (the “Excess Notice”) stating the
amount of Offered                     Shares with respect to which no Purchase Notice was
submitted (hereinafter                     referred to as “Excess Offered Shares”)
and each such Buyer                     shall be entitled, subject to Article 29(j)
below, provided he so notifies the                     Transferor and the Company in
writing (the “Excess Reply                     Notice”), such Excess
Reply Notice to be received by the Transferor                     within 7 Business Days
following the delivery to such Buyer of the Excess                     Notice, to
purchase any or all of such Excess Offered Shares. 






	 	(g) 	If
by the end of the time referred to in Articles 29(e) and 29(f) above no
                    Purchase Notices have been received by the Company or the Company has
received                     Purchase Notices with respect to a total number of shares
that is less than the                     number of Offered Shares, the Transferor may,
within 30 days from the expiration                     of the time for submission of the
Purchase Notices or, in the event that Article                     29(f) applies, the
Excess Reply Notice, sell all (but not less than all) of the                     Offered
Shares to the Transferee and/or to any Buyer that submitted a Purchase
                    Notice and, if applicable, an Excess Notice, up to the number of
shares                     requested to be purchased by such Buyer (though he shall be
under no obligation                     to do so) at a price not less than the price
mentioned in the Sale Notice (as                     linked to the representative rate of
the U.S. dollar from the day of the                     furnishing of the notice to the
date of sale in fact) and upon all other                     conditions not less
favorable to the Transferor than those provided for in the                     Sales
Notice. 






	 	(h) 	If
the Transferor shall not transfer the Offered Shares as aforesaid, within the
                    period of time specified in Articles 29(e), (f) and (g) above,
he shall be                     obligated, before selling the Offered Shares to another,
to offer them again to                     the Offerees in accordance with the
aforementioned procedure, and such procedure                     shall apply to any
further offer. 






	 	(i) 	If
there have been received Purchase Notices and, if applicable, Excess Reply
                    Notices, for a total number of shares equal to the number of Offered
Shares,                     then every Buyer shall buy the number of shares as mentioned
in the Purchase                     Notice and, if applicable, the Excess Reply Notices,
he has submitted. 






- 20 -







	 	(j) 	If
Purchase Notices and Excess Reply Notices shall have been received for a
                    total number of shares greater than the number of Offered Shares, the
Buyers may                     acquire shares in a manner proportionate to the share
capital of the Company                     held by them at that time, as determined in
accordance with Article 29(e)                     above. However, no Buyer shall be
required to buy a greater number of shares                     than the number provided
for in the Purchase Notice and, if applicable, the                     Excess Reply
Notice, submitted by him and upon the allocation to him of the full
                    number of Offered Shares so requested by him in the Purchase Notice,
such Buyer                     shall be disregarded for the purpose of any further
allocation of the remaining                     Excess Offered Shares. 






	 	(k) 	In
every one of the events referred to in Articles 29(e), 29(f), 29(g),
                    29(h), 29(j) and 29(i) the Company shall send within five (5) days
after the                     last date for the submission of each of the Purchase
Notices and the Excess                     Reply Notices to each of the Buyers (with a
copy to the Transferor), a notice                     accompanied by the copies of all
Purchase Notices received by the Company of                     either non-acceptance of
the offer pursuant to the Sale Notice or the acceptance                     thereof
(hereinafter the “Acquisition Notice”). 






	 	(l) 	After
receipt of the Acquisition Notice notifying acceptance, each Buyer shall
                    purchase from the Transferor, and the Transferor shall sell and
transfer to such                     Buyer the number of shares referred to in such
notice according to the terms of                     the Sale Notice (other than in
circumstances set forth in Article 29(g)                     above, in which case
the provisions of said Article 29(g) will apply). Upon                     the
transfer to Buyer such shares must be free and clear of any liens or
                    encumbrances unless otherwise specified in the Sale Notice. The
Transferor and                     such Buyer shall each have all remedies for breach of
contract available under                     applicable laws in connection with the
transactions set forth in this                     Article 29. 






	 	(m) 	Any
Transfer of shares by any Offeree pursuant to the exercise of its co-sale
                    rights under Article 29A shall not give the other Offerees additional
rights of                     first refusal and shall be deemed to have been part of the
Offered Shares and                     included in the Sale Notice to the extent that the
number of the shares being                     Transferred has not changed as a result of
the exercise of co-sale rights. To                     the extent such number has
changed, the provisions hereof shall apply to the                     transaction again,
ab initio, and the Transferor shall give a new Sale Notice                     hereunder. 






	29A  	CO
SALE






	 	(a) 	Should
any holder of Preferred Shares (other than Intel) (“Selling
               Shareholder”) wish to make a Transfer, other than to a Permitted
               Transferee, then each of the holders of Preferred Shares other than Intel
(the                “Entitled Shareholders”) shall have the right to
participate in                the Selling Shareholder’s Transfer of such Offered
Shares, in accordance                with this Article 29A, pursuant to the
specified terms and conditions                stated in the Sale Notice, provided that an
Entitled Shareholder who is also an                Offeree for purposes of Article 29
above shall be entitled to elect whether to                exercise its rights under
either Article 29 or Article 29A and shall not be                entitled to contingently
exercise its rights under both such articles. Each of                the Entitled
Shareholders shall be entitled, upon written notice to the Company                and the
Selling Shareholder within twenty-one (21) Business Days after receipt                of
the Sales Notice (“Participating Preferred  Shareholders”),
               to sell to the Transferee up to that number of the Shares in the Company
owned                by such Participating Preferred Shareholder (the “Equity
               Shares”) determined by multiplying the total number of Offered
Shares                times a fraction the numerator of which is the number of Ordinary
Shares owned                by such Participating Preferred Shareholders (on an
as-converted basis) and the                denominator of which is the total number of
Ordinary Shares owned by all                Participating Preferred Shareholders (on an
as-converted basis) and the Selling                Shareholder. Such written notice shall
indicate, subject to the terms of this                Article 29A, the number of Shares
that the Participating Preferred Shareholder                intends to transfer to the
Transferee. At the closing of the sale of the Offered                Shares to the
Transferee, the Selling Shareholder shall transfer his shares to                the
Transferee only if the Transferee concurrently therewith purchases, on the
               same terms and conditions specified in the Article 29A Notice, all of the
Shares                as to which participation notices have been delivered. 






- 21 -







	 	(b) 	Notwithstanding
the provisions of Article 29A(a), no Transfer in one transaction                or in a
series of related transactions, of shares representing more than 50% of
               the issued and outstanding shares of the Company (on an as converted
basis) may                be made, other than to a Permitted Transferee, unless the
proposed Transferee of                such shares offers to purchase the remaining issued
and outstanding shares of                the Company upon the same terms and conditions.
In such event, the consideration                payable by the Transferee shall be
distributed among all selling shareholders                participating in such Transfer
in accordance with the terms of Article 8. 






	29B  	BRING
ALONG






	 	(a) 	At
any time prior to a QIPO, in the event that: 






	 	
Shareholders
holding 60% (sixty percent) or more (the “Threshold Percent”) of the
Company’s issued and outstanding shares, on an as converted basis (the “Proposing
Shareholders”) accept an offer to affect a Merger or Acquisition (the
“Offer”); and  






	 	
Such
Merger or Acquisition is conditioned upon the consent and/or sale of all of the remaining
issued shares of the Company; then all remaining shareholders (the “Non Proposing
Shareholders”) will be required, if so demanded by the Proposing Shareholders,
to vote in favor of, execute the relevant documents, and otherwise take all necessary and
reasonable actions relating to such Offer, including to sell their shares upon the same
terms and conditions as in the Offer made to the Proposing Shareholders and the proceeds
shall be allocated in accordance with the provisions of Article 8. In the event that the
Threshold Percent is met, any sale, assignment, transfer, pledge, hypothecation,
mortgage, disposal or encumbrance of the Shares by the Non Proposing Shareholders other
than in connection with the Offer, shall be absolutely prohibited.  






	 	(a)(1) 	Without
derogating from the aforesaid and in addition to it, the majority
                    required for a forced sale pursuant to Section 341 of the Companies
Law shall be                     60% of the issued and outstanding share capital of the
Company, on an as                     converted basis (with no need for a separate
consent of each class). The                     distribution of the consideration in such
transaction shall be in accordance                     with the provisions of Article 8. 






	 	(b) 	Notwithstanding
the foregoing, the obligation of Intel to sell its shares (the                     “Transaction”)
pursuant to this Article 29B shall be subject to the                     satisfaction of
each of the following conditions: 






- 22 -







	 	(i) 	Form
of Consideration. Intel shall not be required to accept any
               consideration for its shares other than cash or freely tradeable equity
               securities (subject to a lock-up period of no more than 90 days following
the                issuance of such securities to Intel) which have been admitted to or
listed upon                (i) the Official List of the UK Listing Authority or (ii) the
New York or                American Stock Exchange or the NASDAQ National Market in the
United States of                America or (iii) the Geregelter Markt or (iv) Euronext
Paris S.A. or (v) such                other stock exchange as Intel may agree.  






	 	(ii) 	Equal
Consideration. Subject to section (iii) below, upon the                consummation
of the Transaction, all of the holders of Preferred Shares will                receive
the same form and amount of consideration per Preferred Share,
               respectively, taking into account any liquidation preference to which the
               holders of Preferred Shares are entitled, and if any holders of Preferred
Shares                are given an option as to the form and amount of consideration to
be received,                all holders will be given the same option.  






	 	(iii) 	Costs/Expenses.
Intel shall not be required to incur any costs or                expenses (without
limitation whether by way of out of pocket expenses or by way                of set off)
in connection with the Transaction except its pro rata share of any                costs
incurred for the benefit of all of the Company’s shareholders and for
               which Intel has agreed in writing to be responsible in advance of such
costs                being incurred. For the avoidance of doubt Intel shall be solely
responsible for                any costs that it decides to incur including the costs of
its own counsel.  






	 	(iv) 	Representations,
Warranties and Indemnities. The only representations,                warranties or
indemnities that Intel shall be required to make in connection                with the
Transaction are representations, warranties and indemnities concerning                (i)
legal ownership of the Company’s securities to be sold by Intel (the
               “Intel Securities”), and (ii) the corporate authority of
Intel                to convey title to the Intel Securities, and the ability to do so
free and clear                of liens, encumbrances or adverse claims (the “Intel
Required                Obligations”). The Intel Required Obligations shall be
in the same form                as those to be given by each of the other shareholders of
the Company and shall                be given by Intel on a several (but not joint) basis
only.  






	 	(v) 	Liability.
Intel shall not accept, assume or be deemed to have assumed                any joint, or
joint and several, liability with any other shareholder(s), the                Company or
any other party, with respect to any representation, warranty,                indemnity,
covenant or combination thereof made by such other shareholder(s),                the
Company or other party in connection with the Transaction. Intel’s
               liability shall in any event be limited to the amount of consideration
actually                received by Intel in cleared funds.  






	 	(vi) 	Escrow
and Liability upon Escrow. In the event that consideration for any                of
the shares in the Company is to be placed in escrow (the “Escrow Amount”),
such Escrow Amount will not exceed 15% of the total                consideration payable
to all shareholders of the Company and that the Escrow                Amount, to the
extent that no claim has been made against it and for such amount                as might
remain following such claim, will be released to the shareholders at                the
latest three (3) months following the end of the acquiring company’s
               first accounting period after the consummation of the transfer of Intel’s
               shares or eighteen (18) months after the consummation of such transfer
(the                later of the two). Intel’s liability shall be limited to its pro
rata share                of the Escrow Amount (Intel’s pro rata share to be
calculated on the basis                of the consideration due to Intel as a proportion
of the aggregate consideration                due to all shareholders in the Company).
For the avoidance of doubt, the Escrow                Amount may be used to satisfy
claims arising out of breaches by the Company of                representations and
warranties given by the Company in connection with a                Transaction, all
subject to the foregoing terms and conditions.  






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	 	(vii) 	US
Securities. If the consideration proposed for Intel’s shares is
               in the form of securities of an issuer incorporated in the United States,
Intel                shall not be obligated to participate in the Transaction unless it
is provided                an opinion of counsel to the effect that the sale in
connection with such                Transaction is not in violation of the registration
or qualification                requirements of federal or applicable state securities
laws in the United                States, or, if Intel is not provided with such an
opinion, the Company shall                indemnify Intel for any violation.  






	 	(vii) 	Other
Agreements. Intel shall not be required to amend, extend or                terminate
any contractual or other relationship with the Company, the acquirer                or
their respective affiliates.  






	 	(viii) 	Covenant
Not to Compete. Intel shall not be required to agree to any                covenants
including without limitation any covenant not to compete or any                covenant
not to solicit any of the customers, employees or suppliers of any                party
to the Transaction.  






	 	
Furthermore,
notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “OrbotechTransaction”)
pursuant to this Article 29B shall be subject to the condition that the only
representations, warranties or indemnities that Orbotech shall be required to make in
connection with the Orbotech Transaction are representations, warranties and indemnities
concerning (i) legal ownership of the Company’s securities to be sold by Orbotech
(the “Orbotech Securities”), and (ii) the corporate authority of
Orbotech to convey title to the Orbotech Securities, and the ability to do so free and
clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”).
The Orbotech Required Obligations shall be in the same form as those to be given by each
of the other shareholders of the Company and shall be given by Orbotech on a several (but
not joint) basis only.  






	29C.  	STAND
STILL 






	 	
Notwithstanding
anything to the contrary in these Articles, any issuance of securities by the Company, and
any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the
Company (by the Company or any shareholder), or any other action (including repurchase of
any shares of the Company by the Company or by any subsidiary thereof), other than any
action in which the provisions of Article 29B (Bring Along) shall apply, which results in
a Strategic Investor (as defined below) whether or not a shareholder of the Company,
holding (together with affiliates, Permitted Transferees, or other parties acting in
concert with it) more than 20% of the voting rights in the Company, is prohibited unless
approved in writing in advance by the Majority Preferred Shareholders (excluding, for the
purposes of such majority, any Strategic Investors and their affiliates and Permitted
Transferees or other parties acting in concert with them) and on terms and conditions
approved by them. Any of the transactions set forth in the forgoing sentence not so
approved shall be null and void and shall not be registered in the Company’s
Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a
corporation or other business entity whose business is related to the Company’s
business and who is likely to have a business or technologic interest in the
Company’s business, as distinguished from an interest for the sole purpose of a
financial investment. 






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CALLS 



	30. 	A
shareholder shall not be entitled to receive dividends nor to use any right a
          shareholder has, or receive any benefit or entitlement stated in these Articles
          (including without limitation, the rights set forth in Articles 7, 8, 11, 12,
          14, 29, 29A, 65 and 86 hereof), unless he has paid all the calls that shall be
          made from time to time prior to or on the date appointed for payment thereof,
          with respect of money unpaid on all of his shares, whether he is the sole
holder           or holds the shares together with another person, in addition to
interest and           expenses if there shall be any. 






	31. 	The
Board may, subject to the provisions of these Articles or any agreement with
          the applicable shareholders, make calls upon the shareholders from time to time
          in respect of any moneys unpaid on their shares, as they shall determine
proper,           upon the condition that there shall be given prior notice of fourteen
(14) days           on every call and each shareholder shall be obligated to pay the
total amount           requested from him, or the installment on account of the call (if
there shall so           be) at the times and places to be determined by the Board. 






	32. 	The
calls for payment shall be deemed to have been requested from the date the
          Board shall have decided upon the calls for payment. 






	33. 	The
joint holders of a share shall be jointly and severally liable to pay the           calls
for payment in full and the installment on account, in connection with           such
calls. 






	34. 	If
a sum called in respect of a share is not paid the holders of the share or           the
person to whom it has been issued shall be liable to pay interest and           linkage
differentials upon the amount of the call or the payments on account, as
          determined by the Board of Directors commencing from the day appointed for the
          payment thereof to the time of actual payment, but the Board shall be at
liberty           to waiver payment of that interest, wholly or in part. 






	35. 	Any
amount that according to the condition of issuance of a share must be paid           at
the time of issuance or at a fixed date, whether on account of the sum of the
          share or premium, shall be deemed for the purposes of these Articles to be a
          call of payment that was made duly and the date of payment shall be the date
          appointed for payment. In the event of non-payment of this amount all of the
          Articles herein dealing with payment of interest, expenses, forfeiture, pledge
          and the like and all the other Articles connected therewith, shall apply, as if
          this sum had been duly requested and notice had been given, as aforesaid. 






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	36. 	The
Board may make arrangements at the time of issue of shares for a difference
          between the holders with respect to the amount of calls to be paid and the
times           of payment, and the rate of interest. 






	37. 	The
Board may, if it thinks fit, receive from any shareholder willing to pay in
          advance all of the monies or a part thereof that shall be due on account of his
          shares, in addition to any amounts or a part thereof that shall be due on
          account of his shares, in addition to any amounts that the payment in fact has
          been requested and they shall be permitted to pay him interest at the rate the
          Board and shareholders shall agree upon, for the amounts paid in advance as
          aforesaid, or upon the part thereof which is in excess of the amounts whose
          payment was at the time requested on account of his shares in connection with
          which the payments have been made in advance, in addition to paying dividends
          that will be paid for that part of the share which has been paid in advance.
The           Board of Directors may at any time repay any amount so advanced without
premium           or penalty by giving such shareholder seven days’ prior notice in
writing.           Nothing in this Article 37 shall derogate from the right of the Board
of           Directors to make any call before or after receipt by the Company of any
such           advance. 






FORFEITURE OF SHARES 



	38. 	If
a shareholder fails to pay any call or installment of a call on the day
          appointed for payment thereof, the Board may, at any time thereafter during
such           time as any part of such call or installment remains unpaid, serve a
notice on           him requiring payment of so much of the call or installment as is
unpaid,           together with any interest which may have accrued and any expenses that
were           incurred as a result of such non-payment. 






	39. 	The
notice shall name a further day, not earlier than the expiration of seven           days
from the date of the notice, on or before which the amount of the call or
          installment or a part thereof is to be made together with interest and any
          expenses incurred as a result of such non-payment. The notice shall also state
          the place the payment is to be made and that in the event of non-payment, at or
          before the time appointed, the shares in respect of which the call was made
will           be liable to be forfeited. 






	40. 	If
the requirements of any such notice as aforesaid are not complied with, any
          share in respect of which the notice has been given may at any time thereafter,
          before the payment required by the notice has been made, be forfeited by a
          resolution of the Board to that effect. In such event, the provisions of
Section           181 of the Companies Law shall apply, and the shares so forfeited shall
be           “dormant shares” as provided for therein. The forfeiture shall
include           those dividends that were declared but not yet distributed, with
respect to the           forfeited shares. 






	41. 	A
share so forfeited shall be deemed to be the property of the Company and can           be
sold or otherwise disposed of, on such terms and in such manner as the Board
          thinks fit, subject to applicable law. Such shares shall not be deemed, for the
          purposes of these Articles, to comprise part of the issued and outstanding
share           capital of the Company, and shall be disregarded for the purposes of
          calculations based thereon. At any time before a sale or disposition the
          forfeiture may be canceled on such terms as the Board thinks fit. 






	42. 	A
person whose shares have been forfeited shall cease to be a shareholder in
          respect of the forfeited shares, but shall notwithstanding remain liable to pay
          to the Company all monies which, at the date of forfeiture, were presently
          payable by him to the Company in respect of the shares, but his liability shall
          cease if and when the Company receives payment in full of all moneys that, at
          the date of forfeiture, were presently payable by him to the Company in respect
          of the shares (including interest and expenses). 






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	43. 	Without
derogating from Article 30 above, the forfeiture of a share shall cause,           at the
time of forfeiture, the cancellation of all rights in the Company or any           claim
or demand against it with respect to that share and the other rights and
          obligations between the share owner and the Company accompanying the share,
          except for those rights and obligations not included in such a cancellation
          according to these Articles or that the Companies Law imposes upon former
          shareholders. 






     	44.	
          The provisions of these Articles as to forfeiture shall apply in the case of
          non-payment of any sum which, by the terms of issue of a share, becomes payable
          at a fixed time, whether on account of the nominal value amount of the share, or
          by way of premium, as if the same had been payable by virtue of a call duly made
          and notified. 


          



MODIFICATION OF CAPITAL 



	45.  	Subject
to the provisions of Article 12 above and to any applicable law, the
                    Company may, from time to time, by resolution duly adopted according
to these                     Articles: 






	 	(a) 	consolidate
and divide all or any of its issued or unissued share capital into
                    shares of larger nominal value than its existing shares; 






	 	(b) 	cancel
any shares which have not been taken or agreed to be taken by any person; 






	 	(c) 	by
subdivision of its existing shares, or any of them, divide the whole, or any
                    part, of its share capital into shares of smaller amounts than is
fixed by the                     Memorandum of Association in a manner that with respect
to the shares created as                     a result of the division it will be possible
within the resolution of division                     to grant to one or more shares a
preferable right or advantage with respect to                     dividend, capital,
voting or otherwise over the remaining share or other similar                     shares; 






	 	(d) 	reduce
its share capital and any fund reserved for capital redemption in the
                    manner that it shall deem to be correct. 






INCREASE OF SHARE CAPITAL 



	46. 	Subject
to the provisions of Article 12 above and to any applicable law, the           Company
shall be permitted from time to time, by resolution duly adopted           according to
these Articles, to increase its share capital – whether or not           all its
shares have been issued, or whether the shares issued have been paid in           full
– by creation of new shares. This new capital shall be in such an           amount,
divided into shares in such amounts and have such preferable or deferred           or
other special rights (subject always to the special rights conferred upon an
          existing class of share), subject to any condition and restrictions with
respect           to dividends, return of capital, voting or otherwise, all as shall be
directed           by the general meeting in its resolution sanctioning the increase of
the share           capital. 






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	47. 	Subject
to any decision to the contrary in the resolution sanctioning the           increase in
share capital, pursuant to these Articles, the new share capital           shall be
deemed to be part of the original share capital of the Company and           shall be
subject to the same provisions with reference to payment of calls,           liens,
title, forfeiture, transfer and otherwise as apply to the original share
          capital. 






GENERAL MEETINGS 



	48. 	A
general meeting shall be held once in every calendar year at such time, being
          not more than fifteen months after the holding of the last preceding general
          meeting, and place as may be prescribed by the Board. The above mentioned
          general meetings shall be called “Annual General Meetings”. All other
          general meetings shall be called “Special General Meetings”. 






	49. 	Subject
to the provisions of these Articles the function of the Annual General           Meeting
shall be to receive and to deliberate with respect to the profit and           loss
statements, the balance sheets, the ordinary reports and accounts of the           Board
and auditors; to declare dividends, to appoint auditors and to fix their
          salaries. Every other matter shall be deemed to be special and shall be
          discussed at a Special General Meeting. 






	50. 	The
directors or anyone of them may, whenever they think fit, and upon a
          requisition in writing as provided for in the Companies Law, convene a Special
          General Meeting. Every such requisition shall include the objects for which a
          meeting should be convened, shall be signed by the requisitioners and shall be
          sent to the registered Office of the Company. If the Board of Directors does
not           convene a meeting within 21 days from the date of the submission of the
          requisition as aforesaid, the requisitioners may convene by themselves a
          meeting. However, the meeting which was so convened shall not be held after
          three months have passed since the date of the submission of the requisition. 






NOTICE OF GENERAL MEETINGS 



	51. 	A
prior notice of 14 (fourteen) days at least shall be sufficient for any           general
meeting, including any meeting at which it is being proposed to amend           the
Memorandum of Association and/or Articles of Association and, accordingly,
          prior notice of at least 14 days shall be given with respect to the place, date
          and hour of the meeting, and in the event that a special matter shall be
          discussed, a general description of the nature of that matter. The notice shall
          be given, as herein below provided for, to the shareholders entitled pursuant
to           these Articles to vote at the meeting. The notice shall be sufficient for
any           meeting of shareholders including a meeting at which it is proposed to
amend the           Memorandum of Association and/or Articles of Association. If, by
chance, a           notice as aforesaid was not given or not received by a shareholder,
this shall           not amount to a disqualification of the resolution passed or
disqualification of           the proceedings held at that meeting. With the consent of
all the shareholders           who are entitled, at that time, to vote, it shall be
permitted to convene all           meetings and to resolve all types of resolutions, upon
a shorter advance notice           or without any notice and in such manner, generally,
as such be approved by the           shareholders. 






QUORUM 



	52. 	No
deliberation shall be commenced with respect to any matter at the general or
          special meeting unless there shall be present a quorum at the time when the
          general meeting proceeds to deliberate. In any meeting a quorum shall be formed
          when there are present personally or by proxy not less than two shareholders
who           hold or represent together the majority of the voting rights of the issued
share           capital of the Company, providing that one of such two shareholders
present           shall be a holder of Preferred Share(s) of the Company. 






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	53. 	If
within half an hour from the time appointed for the meeting a quorum is not
          present, the meeting, if convened by the Board upon the demand of shareholders
          or upon the demand of less than 50% of the directors then in office or directly
          by such shareholders or directors, shall be cancelled. Otherwise, if within
half           an hour from the time appointed for the meeting a quorum is not present,
the           meeting shall stand adjourned to the same day in the next week at the same
place           and time, or any other day and/or any other hour and/or any other place
as the           Board shall notify the shareholders, and, if at the second meeting a
quorum is           not present within half an hour from the time appointed for the
meeting any two           shareholders present personally or by proxy shall be a quorum,
and shall be           entitled to deliberate and to resolve in respect of the matters
for which the           meeting was convened. Shareholders may participate by means of
conference           telephone or similar communications equipment by means of which all
persons           participating in the meeting can hear each other, and such
participation in a           meeting shall constitute attendance in person at the
meeting. The secretary of           the meeting shall confirm attendance by telephone to
the Chairman. 






CHAIRMAN 



	54. 	The
Chairman of the Board of Directors shall preside as chairman at all general
          meetings. If there is no Chairman or he is not present within 15 minutes from
          the time appointed for the meeting or if he shall refuse to preside at the
          meeting, the shareholders present shall elect 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 preside at the meeting the
          shareholders present shall elect one of the shareholders present to preside at
          the meeting. The Chairman shall have no special rights or privileges and no
          second or casting vote. 






POWER TO ADJOURN 



	55. 	The
Chairman may, with the consent of any meeting at which a quorum is present,           and
shall if so directed by the meeting, adjourn the meeting from time to time           and
from place to place, as the meeting shall decide. At an adjourned meeting no
          matters shall be discussed except for those permissible to be discussed at that
          meeting which decided upon the adjournment. 






ADOPTION OF RESOLUTIONS 



	56. 	At
every meeting a resolution put to the vote of the meeting shall be decided           upon
by a show of hands, unless before or upon the declaration of the result of           the
show of hands a secret ballot in writing be demanded by the Chairman (if he           is
entitled to vote) or by any shareholder present, in person or by proxy, and
          entitled to vote at the meeting. Except if a secret vote is demanded as
          aforesaid, the declaration of the Chairman that the resolution has been carried
          or carried unanimously or by a particular majority, or lost, or not carried by
a           particular majority, shall be final, and an entry to that effect in the
minute           book of the Company, shall be conclusive evidence of the fact without
the           necessity of proving the number or proportion of the votes recorded in
favor or           against such a resolution. Subject to any provision in this regard in
the           Companies Law, or in these Articles, all resolutions of the shareholders
          including without limitation with respect to a merger, a change of the
          Company’s name, modification or alterations of the Company’s share
          capital and the amendment of the Company’s Memorandum of Association in
          accordance with such resolution and the amendment or replacement of the
          Company’s Articles of Association shall be deemed adopted at a General
          Meeting at which a quorum is present if approved by a simple majority of the
          voting rights of the Company represented personally or by proxy and voting
          thereon (excluding abstentions). 






- 29 -







	57. 	If
a secret ballot is duly demanded, it shall be taken in such manner as the
          Chairman directs, whether immediately or after an adjournment or in a postponed
          manner or otherwise, and the results of the ballot shall be deemed to be a
          resolution of the meeting wherein the secret ballot was demanded. Those
          requesting a secret ballot can withdraw their request at any time before the
          secret ballot is held. A secret ballot demanded on the election of a Chairman,
          or on a question of adjournment shall be taken forthwith. A secret ballot
          demanded on any other question shall be taken at such time as the Chairman of
          the meeting directs. A demand for a secret ballot shall not prevent the
          continuation of the meeting with respect to the transaction of any other
          business, except for the manner with respect to which the secret ballot was
          demanded. All demands or notices hereunder may be submitted by facsimile. 






VOTES OF SHAREHOLDERS 



	58.  	Subject
to and without derogating from the right or preference rights or
                    restrictions existing at that time with respect to a certain class of
shares                     forming of the capital of the Company, each shareholder
present at a meeting,                     personally or by proxy, shall be entitled,
whether at a vote by show of hands or                     by secret ballot, to one vote
for each Ordinary Share held by him calculated,                     with respect to the
Preferred Shares, on an as-converted basis, provided that no
                    shareholder shall be permitted to vote any shares at a general
meeting or                     appoint a proxy to vote therein except if he has paid all
calls for payment                     prior to or on the day appointed for payment
thereof and all monies due to the                     Company from him prior to or on the
day appointed for payment thereof with                     respect to such shares. 






	59.  	In
the case of joint holders the vote of the senior who tenders a vote, whether
                    in person or by proxy, shall be accepted to the exclusion of the
votes of the                     other joint holders; and for the purpose of this article
seniority shall be                     determined by the order in which the names stand
in the register of                     shareholders. Joint holders of a share of which
one of them is present at a                     meeting shall not vote by proxy. The
appointment of a proxy to vote on behalf of                     a share held by joint
holders shall be executed by the signature of the senior                     of the joint
holders. 






	60.  	PROXIES 






	 	(a) 	In
every vote a shareholder shall be entitled to vote either personally or by
                    proxy. A proxy present at a meeting shall also be entitled to request
a secret                     ballot. A proxy need not be a shareholder of the Company. 






	 	(b) 	A
shareholder of the Company that is a corporation or partnership shall be
                    entitled by decision of its Board of Directors or by a decision of a
person or                     other duly authorized body, to appoint a person who it
shall deem fit to be its                     representative at every meeting of the
Company. The representative, appointed as                     aforesaid, shall be
entitled to perform on behalf of the corporation he                     represents all
the powers that the corporation itself may use just as if it was                     a
person. 






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	61.  	 (a) 	
A vote pursuant to an instruction appointing a proxy shall be valid
                    notwithstanding the death of the appointor or the appointor becoming
of unsound                     mind or the cancellation of the proxy or its expiration in
accordance with any                     law, or the transfer of the shares with respect
to which the proxy was given,                     unless a notice in writing was given of
the death, becoming of unsound mind,                     cancellation or transfer and was
received at the Office before the meeting took                     place. 






	 	(b) 	A
shareholder is entitled to vote by a separate proxy with respect to each share
                    held by him provided that each proxy as aforesaid shall have a
separate letter                     of appointment containing the serial number of the
shares with respect to which                     the proxy is entitled to vote. If a
specific share is included by the holder in                     more than one letter of
appointment, that share shall not entitle any of the                     holders of such
instrument to a vote. 






INSTRUMENT OF APPOINTMENT 



	62. 	A
letter of appointment of a proxy or power of attorney or other certificate (if
          there shall be such) pursuant to which the appointee is acting, shall be in
          writing and such instrument or a copy thereof shall be deposited in the Office,
          or in another place in Israel or abroad – as the Board shall direct from
          time to time generally or with respect to a particular case, no later than upon
          the commencement of the meeting or adjourned meeting wherein the person
referred           to in the instrument is appointed to vote, otherwise that person shall
not be           entitled to vote that share. An instrument appointing a proxy and which
is not           limited in time or by the occurrence of an event (such as an IPO) shall
not be           valid 12 months after the date of its execution. If the appointment
shall be for           a limited period or until the occurrence of an event (such as an
IPO), the           instrument shall be valid for the period or until the occurrence of
the event           contained therein. 






	63. 	An
instrument appointing a proxy (whether for a specific meeting or otherwise)           may
be in the following form or in any other similar form which the           circumstances
shall permit: 






“I, ______________, of
______________, a shareholder holding shares in ____________ and entitled to _______
votes hereby appoint ________________, of ____________, or in his place ______________,
of _______________, to vote in my name and in my place at the general meeting (annual,
special, adjourned – as the case may be) of the Company to be held on the ____ day
of __________, 2___ and at any adjournment thereof.  



In witness whereof, I have hereby
affixed my signature the ___ day of __________, 2___. 







Appointor’s Signature 



	64.  	RESERVED. 






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	65.  	DIRECTORS 






	 	(a) 	The
Board of Directors shall consist of up to eight (8) members who shall be
                    appointed as follows: 






	 	(1) 	each
of Pitango, Star, Genesis, Poalim Ventures and Wellington shall be           entitled to
appoint one (1) director to the Board of Directors of the Company           for so long
as it holds Preferred Shares constituting more than 5% of the issued           and
outstanding share capital of the Company, on an as converted basis;  






	 	(2) 	the
majority of the directors appointed pursuant to Article 65(a)(1) above           shall be
entitled to appoint up to three (3) directors, who shall be industry           experts
(andmay include the Chief Executive Officer (“CEO”) of           the
Company); and  






	 	(b) 	Amadeus
shall be entitled to appoint one (1) observer to the Board for so long
                    as it holds Preferred Shares constituting more than 5% of the issued
and                     outstanding share capital of the Company, on as converted basis. 






	 	(c) 	Observers
to the Board of Directors shall be entitled to attend all Board of
                    Directors meetings and in this capacity, to receive all notices of
meetings and                     any documentation the Company provides to the Company’s
directors before,                     during or after such meetings, subject to
restrictions relating to                     attorney-client privilege or conflict of
interests, and shall be subject (other                     than an observer appointed by
Intel) (if any) to the same fiduciary duties that                     apply to members of
the Board of Directors. 






	 	(d) 	The
provisions of this Article 65 shall be in force until a QIPO. 






	66.  	(a)  	
The directors and observers shall be appointed as set forth in                     Article 65
and may be removed and vacancies filled by those entitled to                     appoint,
as specified in Article 65. Notice of appointment or removal shall
                    become effective on the date fixed in the notice of appointment or
removal, or                     upon delivery thereof to the Company, whichever is later.
For avoidance of                     doubt, in the event that a seat of the Board of
Directors is vacated, and no one                     is entitled to replace such vacated
seat, then such vacated seat shall remain                     vacant and the number of
directors shall be reduced accordingly. 






	 	(b) 	If
the office of any member of the Board of Directors is vacated, the other
                    members of the Board of Directors may act in every way and manner so
long as                     their number does not fall below two, at least one of which
was appointed by the                     holders of the Preferred Shares. If their number
falls below two, or if there                     are only two directors but none of them
were appointed by the holder of the                     Preferred Shares, they may act
only in an emergency, for convening General                     Meetings and for
providing written notice to those shareholders or groups of
                    shareholders who are entitled to fill the vacancies, of such
vacancies. In the                     event that within 10 days following mailing of such
written notices the                     vacancies are not filled, the directors in
office, whatever their number or by                     whom appointed, may act in every
way and manner. 






	67. 	Subject
to the provisions of these Articles or to the provisions of an existing
          contract, the tenure of office or the director shall automatically be
          terminated: 






	 	(1) 	if
he becomes bankrupt; 






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	 	(2) 	if
he is declared lunatic or becomes of unsound mind; 






	 	(3) 	if
he has resigned by an instrument in writing to the Company; 






	 	(4) 	if
he is removed from office pursuant to Articles 65 and 66 above; 






	 	(5) 	with
his death; 






	 	(6) 	if
he is the CEO, upon termination of his position as CEO (or earlier, if
                    removed pursuant to Articles 65 and 66 above, as aforesaid); or 






	 	(7) 	if
a company, with its liquidation. 






	68.  	ALTERNATIVE
DIRECTOR 






	 	(a) 	Any
person who is qualified to be appointed as a Director may serve as a
                    substitute director even if he is a member of the Board of Directors
or a                     substitute Director, (hereinafter “substitute”). 






	 	(b) 	A
substitute shall have one vote. 






	 	(c) 	A
substitute shall have, subject to the provisions of the instrument by which he
                    was appointed, all the powers and authorities that the director for
which he is                     serving as director, has. 






	 	(d) 	The
provision of this Article with respect to the appointment of a director
                    shall apply with respect to an appointment of a substitute. 






	 	(e) 	The
office of a substitute director shall be automatically vacated if his
                    appointment is terminated by the director who appointed him in
accordance with                     these regulations, or upon the occurrence of one of
the events described in                     Articles (1), (2), (3), (5), (6) or (7) of
Article 67 or, if the office of                     the member of the Board of
Directors with respect to whom he serves as a                     substitute shall be
vacated for any reason whatsoever. 






	 	(f) 	The
substitute director has the right to receive notice of convening of a Board
                    of Directors meeting and may participate or vote at such meeting only
if the                     director appointing said substitute is absent from said
meeting. 






	69.  	REMUNERATION
OF DIRECTOR 






	 	
Members
of the Board of Directors, not being employees of the Company or professionals providing
special professional services for consideration to its members, shall not receive a salary
from funds of the Company unless the general meeting has so decided and in the amount that
the general meeting shall decide upon. The directors, and their substitutes, shall be
entitled to receive expenses, in an acceptable rate, for travel expenses, board and
lodging that have been expended for or during the performance of their duties as
directors, and including travel expenses to the Board meetings and return. If pursuant to
a decision of the Board, one of the directors shall perform services or tasks aside from
his regular duties as a director, whether as a result of his particular profession or by a
trip or stay abroad or otherwise, the Board may decide to pay him a preferred wage in
addition to his regular salary, and such a wage shall be paid by way of salary,
commission, participation in profits or otherwise and this wage shall be in addition to
his regular salary, if there shall be any, or will be in place thereof, as shall be
decided. 






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	70.  	POWER
AND DUTIES 






	 	
The
management of the business of the Company shall be vested in the Board of Directors. They
shall be entitled to exercise all the powers and authorities that the Company has and to
perform in its name all the acts that it is entitled to do according to its memorandum of
association and/or Articles and/or the Companies Law except for those which are pursuant
to the Companies Law or the Articles vested in the general meeting of the Company, subject
to any provisions in the Companies Law or in these Articles or the regulations that the
Company shall adopt in its general meeting (insofar as they do not contradict the
Companies Law or these Articles). However any article adopted by the Company in its
general meeting shall not affect the legality of any prior act of the Board that would be
legal and valid, if not for such an article. 






	71.  	A
director shall not be required to hold qualifying shares. 






CONFLICT OF INTEREST 



	72. 	A
director shall not be prohibited from fulfilling his rights and duties under
          these Articles or from entering into contracts with the Company whether as a
          seller, buyer or otherwise, and no such contract or arrangement which shall be
          made on behalf of the Company or in its name wherein the director is or will be
          an interested party, either directly or indirectly, shall be void provided,
          however that: 






	 	(a)	any
transaction between a director and the Company must be approved both by the
          Board of Directors and the Audit Committee of the Company, or, if no Audit
          Committee has been created, by the General Meeting; 






	 	(b)	the
interested director may not participate or vote at the Board of Directors at
          which approval is sought unless all other directors are interested directors,
          but shall be counted toward the quorum necessary for commencing deliberations
at           such meeting; and 






	 	(c)	the
interested director must, in addition to disclosing the substance of his
          interest in the transaction for which approval is sought, also disclose any
          material facts and documents relating thereto. The provisions of this article
          shall apply also to a substitute or alternate director, if it is appropriate. 






	73. 	A
director may hold another paid position or function in the Company or in any
          other company that the Company is a shareholder of or that it has some other
          interest in, together with his position as a director (except an auditor) upon
          those conditions with respect to salary and other matters as decided by the
          Board. 






	74. 	FUNCTIONS
OF THE DIRECTORS 






	 	
The
Board may meet in order to transact business, to adjourn its meetings or to organize them
otherwise as it shall deem fit and to determine the legal quorum necessary to conduct
business, provided that the quorum for a meeting of the Board of Directors shall consist
of at least a majority of the directors then in office. A director whose presence is
required for purposes of a quorum as aforesaid may by written notice to the Company waive
the requirement for his presence in order to constitute a quorum. If within half an hour
from the time appointed for the meeting a quorum is not present, the meeting shall stand
adjourned to the second business day following the day originally scheduled, and at such
adjourned meeting 4 directors shall constitute a quorum notwithstanding that a director
appointed by any specific shareholder or class of shareholders is not present. 






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	75.  	CHAIRMAN 






	 	
The
Board may from time to time elect, by a simple majority, a Chairman, and decide the period
of time he shall hold such an office, and he shall preside at the meetings of the Board of
Directors. However, if such a Chairman is not elected or if he is not present at any
meeting, the Board may, by a simple majority, choose one of its members to serve as
Chairman of that meeting. 






	 	
The
Chairman shall have no rights or privileges other than those granted to directors and
shall not have a second or casting vote. 






MEETINGS 



	76. 	A
member of the Board of Directors may at any time call a Board of           Directors’ meeting,
and the secretary shall be required on the request of           such member to convene a
Board of Directors’ meeting. 






	 	(a) 	Any
notice of a Board of Directors’ meeting can be given, in writing, or by
                    fax or email provided that the notice is given seven (7) days before
the time                     appointed for the meeting, unless all the members of the
Board of Directors                     having received a shorter notice, shall agree to
such a shorter notice,                     provided, however, that a four (4) days notice
will be sufficient if the                     majority of the directors then in office
agree to such shorter notice. 






	 	(b) 	Unless
otherwise provided by these Articles, all acts and determinations of the
                    Board of Directors shall be determined by a simple majority of those
attending                     and voting. 






	 	(c) 	Members
of the Board of Directors, or any committee designated by the Board of
                    Directors, may participate in a meeting of the Board of Directors, or
any                     committee, by means of conference telephone or similar
communications equipment                     by means of which all persons participating
in the meeting can hear each other,                     and such participation in a
meeting shall constitute attendance in person at the                     meeting. 






	77.  	DELEGATION
OF POWER 






	 	(a) 	Subject
to applicable law, the Board of Directors may delegate any of their
                    powers to committees consisting of such member or members of their
body as they                     deem fit and may, from time to time, revoke such
delegation. No committee of the                     Board of Directors shall be
established except by unanimous consent of all                     directors. 






	 	(b) 	In
the exercise of any power delegated to it by the Board of Directors all
                    committees shall conform to any regulations that may be imposed upon
them by the                     Board of Directors, if there shall be any such
regulation. If no such                     regulations are adopted by the Board of
Directors or if there are no complete                     and encompassing regulations,
the committees shall act pursuant to these                     Articles dealing with
organization of meetings, meetings and functions of the                     Board of
Directors, mutatis mutandis, and insofar as no provision of the Board
                    of Directors shall replace it pursuant to this article. 






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	 	(c) 	All
actions performed in a bona fide fashion by the Board of Directors or by a
                    committee of the Board of Directors, or by any person acting as a
director or as                     a substitute shall be as valid, even if at a later
date a flaw shall be                     discovered in the appointment of such a director
or such a person acting as                     aforesaid, or that all or some of them
were unfit as if each and every one of                     those persons shall have been
duly appointed and fit to serve as a director or                     substitute as the
case may be. 






	78.  	RESERVED. 






	79.  	RESERVED. 






	80.  	GENERAL
MANAGER 






	 	(a) 	The
Board may from time to time appoint one or more persons, whether or not he
                    is a member of the Board of Directors, as the CEO of the Company,
either for a                     fixed period of time or without limiting the time that
he or they will stay in                     office, and the Board may from time to time
(subject to any provision in any                     contract between him or them and the
Company) release him or them from their                     office and appoint another or
others in his or their place. 






	 	(b) 	The
Board of Directors may from time to time grant and bestow upon the general
                    manager, at that time, those powers and authorities that it exercises
pursuant                     to these Articles, as it shall deem fit, and may grant those
powers and                     authorities for such period, and to be exercised for such
objectives and                     purposes and in such time and conditions, and on such
restrictions, as it shall                     decide; and it may grant such authorities
whether concurrently with the Board of                     Directors’ authorities in
that area, or in excess of them, or in place                     thereof or any one of
them, and it can from time to time revoke, repeal, or                     change any one
or all of those authorities. 






	 	(c) 	Notwithstanding
the aforesaid in Article 69 the wages of the general manager                     shall be
determined from time to time by the Board of Directors (subject to any
                    provision in any contract between him and the Company) and it may be
paid by way                     of a fixed salary or commission or dividends, or a
percentage of profits or the                     Company profit turnover or of any other
Company that the Company has an interest                     in, or by participation in
such profits, or in one or more of the aforementioned                     methods. 






	81.  	MINUTES 






	 	(a) 	The
Board shall cause minutes to be taken of all general meetings of the
                    Company, of the appointments of officials of the Company, of Board of
                    Directors’ meetings and of committee meetings that shall include
the                     following items, if applicable: 






	 	(1) 	the
names of the members present;  






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	 	(2) 	the
matters discussed at the meeting;  






	 	(3) 	the
results of the vote;  






	 	(4) 	resolutions
adopted at the meeting;  






	 	(5) 	directives
given by the meeting to the committees;  






	 	(6) 	if
requested, any reservation of a shareholder or director with regard to a
                    matter discussed or resolution passed.  






	 	(b) 	The
minutes of any meeting shall serve as prima facie proof as to the facts in
                    the minutes if the minutes are reviewed and approved at the next
succeeding                     meeting and are signed by the Chairman of that next
succeeding meeting. 






	82.  	RESOLUTION
IN WRITING 






	 	
A
resolution in writing signed by all shareholders of the Company or by all the members of
the Board of Directors, or of a committee, or such a resolution that all the shareholders
of the Company then entitled to vote at General Meetings, the members of the Board of
Directors or a committee have agreed to in writing or by fax shall be valid for every
purpose as a resolution adopted at a General Meeting, Board of Directors’ or
committee meeting, as the case may be, that was duly convened and held. In place of a
shareholder or director, as the case may be, any such aforesaid resolution may be signed
and delivered by his substitute. 






	83.  	SEAL,
STAMP AND SIGNATURES 






	 	(a) 	The
Board shall cause the seal (if the Company shall have a seal) to be kept in
                    safekeeping and it shall be forbidden to use the seal unless prior
permission of                     the Board of Directors is given. If such permission was
given, the seal shall be                     affixed in the presence of whoever has been
so appointed by the Board of                     Directors, and he shall sign any
document upon which the seal has been affixed. 






	 	(b) 	The
Company shall have at least one rubber stamp. The Board shall ensure that
                    such a stamp is kept in a safe place. 






	 	(c) 	The
Board of Directors may designate and authorize any person or persons (even
                    if they are not members of the Board of Directors) to act and to sign
in the                     name of the Company, and the acts and signatures of such a
person or persons                     shall bind the Company, insofar as such persons
have acted and signed within the                     limits of their aforesaid authority. 






	 	(d) 	The
printing of the name of the Company by a typewriter or by hand next to the
                    signatures of the authorized signatories of the Company, pursuant to
sub-article                     (c) above, shall be valid as if the rubber stamp of the
Company was affixed. 






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	84.  	BRANCH
REGISTERS 






	 	
The
Company may, subject to the provisions of the Companies Law or any other applicable law
that may substitute such provisions, keep in every other country where those provisions
shall apply, a register or registers of shareholders living in that other country as
aforesaid, and to exercise any other powers referred to in the laws with respect to such
branch registers. 






	85.  	THE
SECRETARY, OFFICERS AND ATTORNEYS 






	 	(a) 	The
Board of Directors may appoint a secretary of the Company upon the
                    conditions that it deems fit. The Board may as well, from time to
time, appoint                     an associate secretary who shall be deemed to be the
secretary for the period of                     his appointment. 






	 	(b) 	The
Board of Directors may, from time to time appoint to the Company, officers,
                    workers, agents and functionaries to permanent, temporary or special
positions,                     as it shall, from time to time, see fit and set
compensation for them. 






	 	(c) 	The
Board may, at any time and from time to time, authorize any Company, firm,
                    person or group of people, whether this authorization is done by the
Board                     directly or indirectly, to be the attorneys in fact of the
Company for those                     purposes and with those powers and discretion which
shall not exceed those                     conferred upon the Board of Directors or that
the Board of Directors can                     exercise pursuant to these Articles – and
for such a period of time and                     upon such conditions as the Board deems
proper, and every such authorization may                     contain such directives as
the Board of Directors deems proper for the                     protection and benefit of
the persons dealing with such attorneys. 






	86.  	DIVIDEND 






	 	
Subject
to the provisions of the Companies Law and these Articles, including without limitation
the provisions of Articles 7, 8 and 12 and subject to any rights or conditions of
Preferred Shares and other rights and conditions attached at that time to any share in the
capital of the Company granting preferential, special or deferred rights or not granting
any rights with respect to dividends, the profits of the Company shall be distributable to
the shareholders of the Company according to the proportion of the nominal value paid up
or credited as paid up on account of the shares held by them at the date so appointed by
the Company, without regard to the premium paid in excess of the nominal value. A
distribution, setting aside or declaration of dividend requires a decision of the Board of
Directors. 






	 	
The
Board of Directors may issue any share upon the condition that a dividend shall be paid at
a certain date or that a portion of the declared dividend for a certain period shall be
paid, or that the period for which a dividend shall be paid shall commence at a certain
date, or a similar condition, all as decided by the Board of Directors. In every such case
– subject to the provision mentioned in the beginning of this article – the
dividend shall be paid in respect of such a share in accordance with such a condition. 






	87.  	Subject
to the provisions of the Companies Law, at the time of declaration of a
               dividend the Board of Directors may decide that such a dividend shall be
paid in                part or in whole, by way of distribution of certain properties,
especially by                way of distribution of fully paid up shares or debentures or
debenture stock of                the Company, or by way of distribution of fully paid up
shares or debentures or                debenture stock of any other Company or in one or
more of the aforesaid ways.                For purposes of any such distribution, the
outstanding Preferred Shares shall be                deemed to have been converted into
Ordinary Shares as of the time appointed by                the Board of Directors for the
purpose of determining entitlement to participate                in such distribution. 






- 38 -







	88.  	Any
dividends payable on shares which are not fully paid up, will be first
               applied to any unpaid amount on such shares even if such payments are not
yet                due, pursuant to the terms of issuance or as provided in these
Articles, and any                excess will be distributed to the holder of such shares
as set forth herein. 






	89.  	The
Board of Directors may put a lien on any dividend on which the Company has a
               charge, and it may use it to pay any debts, obligations or commitments
with                respect to which the charge exists. 






	90.  	A
transfer of shares shall not transfer the right to a dividend which has been
               declared after the transfer but before the registration of the transfer.
The                person registered in the register as a shareholder on the date
appointed by the                company for that purpose shall be the one entitled to
receive a dividend. 






	91.  	RESERVED. 






	92.  	A
notice of the declaration of a dividend, whether an interim dividend or
               otherwise, shall be given to the shareholders registered in the register,
in the                manner provided for in these Articles. 






	93.  	If
no other provision is given, the dividend may be paid by check or payment
               order to be mailed to the registered address of a shareholder or person
entitled                thereto in the register or, in the case of registered joint
owners, to the                addresses of one of the joint owners as registered in the
register. Every such                check shall be made out to the person it is sent to.
The receipt of the person                who, on the date of declaration of dividend, is
registered as the holder of any                share or, in the case of joint holders, of
one of the joint holders, shall serve                as a release with respect to
payments made in connection with that share. 






	94.  	 (a) 	
Subject to Article 12 above, if at any time the share capital shall be
               divided into different classes of shares, the distribution of fully paid
up                shares, from funds pursuant to Article 95 below, shall be made in one
of the two                following manners as to be decided upon by the Board: 






	 	(i) 	In
such a manner so that all the holders of a share entitled to fully paid up
                    shares shall receive one uniform class of shares; or  






	 	(ii) 	In
 such manner so that each holder of shares entitled to fully paid up shares as aforesaid
shall receive shares of the class of shares held by him and entitling him to fully paid
up shares, as aforesaid.  






	 	(b) 	In
order to give effect to any resolution in connection with the distribution of
               dividends, or distribution of property, fully paid-up shares or
debentures, the                Board of Directors may resolve any difficulty that shall
arise with distribution                as it shall deem necessary, especially to issue
certificates for fractional                shares and to determine the value of certain
property for purposes of                distribution, and to decide that payment in cash
shall be made to the                shareholder on the basis of the value decided for
that purpose, or that                fractions the value of which is less than one New
Israeli Shekel shall not be                taken into account for the purpose of
coordinating the rights of all the                parties. The Board of Directors shall
be permitted, in this regard, to grant                cash or property to trustees in
escrow for the benefit of persons entitled                thereto, as the Board shall see
beneficial. Wherever required, an agreement                shall be submitted to the
registrar of companies and the Board may appoint a                person to execute such
an agreement in the name of the persons entitled to a                dividend, property,
fully paid up shares or debentures as shares or debentures                as aforesaid,
and such an appointment shall be valid. 






- 39 -







	 	(c) 	The
Company shall not be obligated to pay interest on a dividend. 






	 	(d) 	The
Board of Directors may, with respect to all dividends not collected within
               one year after their declaration, invest or use them in another way for
the                benefit of the Company, until they shall be demanded. The Company
shall not pay                interest for dividends or interest not collected. 






	95.  	FUNDS 






	 	
The
Board may set aside from the profits of the Company the sums it deems proper, as a reserve
fund or reserve funds for extraordinary uses, or for preferred dividends or equalization
of dividends or other funds or for the purpose of correcting, bettering or retaining any
property of the Company and for those other purposes which shall, in the absolute
discretion of the Board of Directors, be beneficial to the Company and it may invest the
various sums so invested in such investments as it finds proper, and from time to time
deal with such investments, change or transfer them, in part or in whole, for the benefit
of the Company. The Board of Directors may, as well, divide any reserve liability fund to
preferred funds as it shall deem proper, transfer moneys from fund to fund and use every
fund or any part thereof in the business of the Company, without being required to keep
such sums separate from the rest of the Company’s property. The Board of Directors
may, from time to time, also transfer, to the next year, profits out of such sums which
are, in its absolute discretion, beneficial to the Company. Generally the Board of
Directors may create funds as it deems necessary, either those resulting from profits of
the Company or from re-evaluation of property, or from premiums paid for shares or from
any other source, and to use them in its discretion as it deems fit insofar as that in the
creation of such funds, the changes or uses do not exceed the provisions of the Companies
Law or accepted accounting principles. 






	96. 	All
premiums received from the issue of shares shall be capital funds and they
          shall be treated for every purpose as capital and not as profits distributable
          as dividends. The Board of Directors may organize a reserve capital liability
          account and transfer, from time to time, all such premiums to the reserve
          capital liability account or use such premiums and monies to cover depreciation
          or doubtful loss. All losses from sale of investments or other property of the
          Company shall be debited from other funds of the Company. The Board of
Directors           may use any monies credited to the capital reserve liability account
in any           manner that these Articles or the Companies Law permits. 






	97. 	Any
amounts transferred and credited to the account of income and expense fund           or
general reserve liability account or capital liability reserve account, may,
          until otherwise used in accordance with these Articles, be invested together
          with such other monies of the Company in the day to day business of the
Company,           without having to differentiate between these investments and the
investment of           the monies of the Company. 






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	98. 	ACCOUNTS
AND AUDIT 






	 	
The
Board shall cause correct accounts to be kept:  






	 	(a) 	of
the assets and liabilities; 






	 	(b) 	of
any amount of money received or expended by the Company and the mattes for
                    which such sum of money is expended or received; and 






	 	(c) 	of
all purchases and sales made by the Company. 






	99. 	The
account books shall be kept in the Office or at such other place as the           Board
deems fit and they shall also be open for inspection by the directors. 






	100. 	The
Board of Directors shall determine from time to time, in any specific case           or
type of case, or generally, whether and to what extent and at what times and
          places and under what conditions or regulations the accounts and books of the
          Company, or any of them, shall be open for inspection by the shareholders, and
          no shareholder, not being a director, shall have any right of inspecting any
          account book or document of the Company except as conferred by law or
authorized           by the Board of Directors or by the Company in a general meeting. 






	101. 	Not
less than once a year, the Board shall submit before the Company at the           Annual
General Meeting a profit and loss account for the period after the           previous
account, and if it is the first account for the period after           registration of
the Company, it shall be prepared as of a date not more than           nine months before
the date of the meeting and in accordance with the relevant           provisions of the
Companies Law, and the Board shall submit a balance sheet that           is correct as of
the date of the profit and loss account. To the balance sheet           shall be attached
a report of the auditor and it shall be accompanied by a           report from the Board
with respect to the situation of the Company business and           the amount they
propose as a dividend and the amount (if any) that they propose           be set aside
for the fund accounts. 






	102. 	Auditors
shall be appointed and their function shall be set out in accordance           with the
Companies Law. 






NOTICES 



	102A. 	A
notice or any other document may be served by the Company upon any shareholder
          either personally or by sending it by prepaid letter, fax or e-mail addressed
to           such shareholder at his address, wherever situated, as appearing in the
register           of shareholders, provided, however that a shareholder may notify the
Company in           writing of its objection to the use of e-mail as the sole means of
notice in           which event the Company shall provide notice to such shareholder by
e-mail and           one of the other means permitted by this Article 102A. 






	103. 	All
notices directed to be given to the shareholders shall, with respect to any
          shares to which persons are jointly entitled, be given to one of the joint
          holders, and any notice so given shall be sufficient notice to the holders of
          such share. 






	104. 	Prior
and timely notice of the convening of a shareholders meeting shall be           given to
each shareholder, wherever situated, at the last address provided by           the
shareholder. Any shareholder registered in the register who shall, from time           to
time, furnish the Company with an address at which notices may be served,           shall
be entitled to receive all notices he is entitled to receive according to           these
Articles at that address. 






- 41 -







	105. 	A
notice may be given by the Company to the persons entitled to a share in
          consequence of the death or bankruptcy of a shareholder by sending it through
          the post in a prepaid letter or fax or e-mail addressed to them by name, at the
          address furnished for the purpose by the persons claiming to be so entitled or,
          until such an address has been so furnished, by giving the notice in any manner
          in which the same might have been given if the death or bankruptcy had not
          occurred. 






	106. 	Any
notice or other document, (i) if delivered personally, shall be deemed to           have
been served upon delivery, (ii) if sent by post, shall be deemed to have           been
served five (5) days after the time when the letter was delivered to the           post,
if sent by airmail, and two (2) days after the letter was delivered to the
          post, if sent by domestic post, and (iii) if sent by facsimile or electronic
          mail, shall be confirmed by appropriate answer back and shall be effective upon
          actual receipt if received during the recipient’s normal business hours,
or           beginning the recipient’s next business day after receipt if not
received           during recipient’s normal business hours. In proving such service
it shall           be sufficient to prove that the letter, facsimile, or electronic mail
containing           the notice was properly addressed and delivered at the post office
or sent by           facsimile or electronic mail, as the case may be. Any list kept in
the ordinary           manner in any mail list of the company or any copy of any fax in
the           Company’s possession shall be prima facie proof of the delivery. 






	107. 	(a) 	
In any case where it is necessary to give prior notice of a certain number           of
days or a notice valid for a certain period, the date of delivery shall be
          taken into account in the number of days or period. 






	 	(b) 	In
addition to the furnishing of a notice pursuant to the above article, the
                    Company may furnish a notice to the shareholders entitled to receive
notice, or                     to part of them, by publication of a notice in a newspaper
distributed in the                     area wherein the Office is located, or any other
place, in Israel or abroad, as                     the Board shall determine from time to
time. 






	108.  	RESERVED 






	109.  	INDEMNITY;
INSURANCE AND EXEMPTION 






	 	(a) 	Subject
to the provisions of the Companies Law, the Company may indemnify its
               Office Holders (as such term is defined in the Companies Law) to the
fullest                extent permitted by the Companies Law. Subject to the provisions
of the                Companies Law including the receipt of all approvals as required
therein or                under any applicable law, the Company may resolve retroactively
to indemnify an                Office Holder with respect to the following liabilities
and expenses, provided                that such liabilities or expenses were incurred by
such Officer Holder in such                Officer Holder’s capacity as an Officer
Holder of the Company: 






	 	(1) 	a
monetary liability imposed on him/her in favor of a third party in any
               judgment, including any settlement confirmed as judgment and an
               arbitrator’s award which has been confirmed by the court, in respect
of an                act performed by the Office Holder by virtue of the Office Holder
being an                Office Holder of the Company;  






- 42 -







	 	(2) 	reasonable
litigation expenses, including legal fees, paid for by the Office                Holder,
in an investigation or proceeding conducted against such Office Holder                by
an agency authorized to conduct such investigation or proceeding, and which
               investigation or proceeding (i) concluded without the filing of an
indictment                against such Office Holder and without there having been a
financial obligation                imposed against such Office Holder in lieu of a
criminal proceeding, or (ii)                concluded without the filing of an indictment
against such Office Holder but                with there having been a financial
obligation imposed against such Office Holder                in lieu of a criminal
proceeding for an offense that does not require proof of                criminal intent;
all in respect of an act performed by the Office Holder by                virtue of the
Office Holder being an Office Holder of the Company; or  






	 	(3) 	reasonable
litigation expenses, including legal fees, paid for by the Office                Holder,
or which the Office Holder is obligated to pay under a court order, in a
               proceeding brought against the Office Holder by the Company, or on its
behalf,                or by a third party, or in a criminal proceeding in which the
Office Holder is                found innocent, or in a criminal proceeding in which the
Office Holder was                convicted of an offense that does not require proof of
criminal intent, all in                respect of an act performed by the Office Holder
by virtue of the Office Holder                being an Office Holder of the Company.  






	 	(4) 	For
purposes of Article 109(a)(2) above:  






	 	a) 	the
“conclusion of a proceeding without the filing of an indictment”               regarding
a matter in which a criminal proceeding was initiated, means the                closing
of a file pursuant to Section 62 of the Criminal Procedure Law
               [Consolidated Version], 5742-1982 (the “Criminal Procedure Law”)
or a                stay of process by the Attorney General pursuant to Section 231 of
the Criminal                Procedure Law; and  






	 	b) 	a
“financial obligation imposed in lieu of a criminal proceeding”               means
a financial obligation imposed by law as an alternative to a criminal
               proceeding, including an administrative fine pursuant to the
Administrative                Offenses Law, 5746-1982, a fine for committing an offense
categorized as a                finable offense pursuant to the provisions of the
Criminal Procedure Law or a                penalty.  






	 	(5) 	The
Company may undertake to indemnify an Office Holder as aforesaid: (i)
               prospectively, provided that, in respect of Article 109(a)(1), the
undertaking                is limited to categories of events which in the opinion of the
Board of                Directors can be foreseen when the undertaking to indemnify is
given, and to an                amount set by the Board of Directors as reasonable under
the circumstances, and                (ii) retroactively.  






	 	(b)	Subject
to the provisions of any law, the Company may procure, for the benefit           of any
of its Office Holders, office holders’ liability insurance with           respect to
any of the following: 






	 	(1)	a
breach of the duty of care owed to the Company or any other person;  






- 43 -







	 	(2)	a
breach of the fiduciary duty owed to the Company, provided that the Office
          Holder acted in good faith and had reasonable grounds to assume that the action
          would not injure the Company; or  






	 	(3)	a
monetary liability imposed on an Office Holder in favor of a third party, in
          respect of an act performed by the Office Holder by virtue of the Office Holder
          being an Office Holder of the Company.  






	 	(c)	Subject
to the provisions of any law, the Company may exempt in advance, by a           Board of
Directors’ resolution, Office Holders from all or part of their
          responsibilities for damages due to their violation of their duty of care to
the           Company. Notwithstanding the foregoing, the Company may not exempt Office
          Holders in advance from their responsibilities for damages due to their
          violation of their duty of care to the Company with respect to Distributions. 






	 	(d)	The
provisions of Articles 109(a), 109(b) and 109(c) above are not intended, and
          shall not be interpreted, to restrict the Company in any manner in respect of
          the procurement of insurance and/or in respect of indemnification (i) in
          connection with any person who is not an Office Holder, including, without
          limitation, any employee, agent, consultant or contractor of the Company who is
          not an Office Holder, and/or (ii) in connection with any Office Holder to the
          extent that such insurance and/or indemnification is not specifically
prohibited           under law; provided that the procurement of any such insurance
and/or the           provision of any such indemnification shall be approved by the Board
of           Directors. 






- 44 -









Exhibit B  



AMENDED AND RESTATED
SHAREHOLDERS RIGHTS AGREEMENT 



THIS AMENDED AND RESTATED
SHAREHOLDERS RIGHTS AGREEMENT (the “Agreement”) is made as of July 20,
2007 by and among NEGEVTECH LTD., an Israeli corporation (the
“Company”), and the individuals and entities identified in
Schedule A annexed hereto, each hereinafter referred to individually as an
“Investor” and, collectively, as the “Investors”. 



W I T N E S S E T H: 



        WHEREAS,
the Company and the Prior Investors (as defined below) are parties to that certain
Shareholders’ Rights Agreement dated as of September 13, 2005, as amended on March
22, 2006 and on September 26, 2006  (the “Prior
Agreement”); and 



        WHEREAS,
the Investors, (which include certain of the Prior Investors) are parties to that certain
Series A1 Share Purchase Agreement of even date herewith between the Company and certain
of its shareholders (the “A1 Share Purchase Agreement”), pursuant to
which the Investors are purchasing Series A1 Preferred Shares of the Company; and 



        WHEREAS,
upon the Recapitalization and the Closing pursuant to the A1 Share Purchase Agreement (as
such terms are defined therein), all the Company’s preferred shares shall
automatically be converted into Ordinary Shares and any Prior Investor who shall become a
Participating Investor (as such term is defined in the A1 Share Purchase Agreement) shall
be issued, in lieu of such Ordinary Shares, Ordinary Preferred A Shares and/or Ordinary
Preferred B Shares, as the case may be and as provided therein; and 



        WHEREAS,
the Company and the Investors desire to amend and restate the Prior Agreement in
accordance with Section 12.4 of the Prior Agreement, to read as set forth herein; and 



        WHEREAS,
the Investors represent holders of at least a majority of the Registrable Securities
pursuant to the Prior Agreement and are therefore eligible, in accordance with Section
12.4 of the Prior Agreement, to amend the Prior Agreement as aforesaid; 



        NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the
parties hereby agree that the Prior Agreement is hereby amended and restated in its
entirety, as follows: 



	1. 	Definitions. For
purposes of this Section: 






	  	1.1       
The
term “Articles of Association” means the Amended Articles of Association
of the Company in effect as of the date hereof, as may be amended from time to time.  






	  	1.2       
The
term “as-converted basis” means assuming the theoretical conversion of
all outstanding Preferred Shares into Ordinary Shares, at the then applicable conversion
ratio.  






	  	1.3       
The
term “Holder” means a holder of Registrable Securities who is a party to
this Agreement.  














	  	1.4       
The
term “Initiating Holders” means the holders of a majority of the
Registrable Securities then outstanding.  






	  	1.5       
The
term “IPO” shall mean the consummation of the Company’s first sale
of its shares to the public in a bona fide underwriting pursuant to a registration
statement under the Act.  











	 	1.6        
The
term “Major Shareholder” shall mean a holder of Preferred Shares holding
at least 2.5% of the issued and outstanding shares of the Company, on an as-converted
basis.  






	  	1.7       
The
term “Ordinary Shares” shall mean Ordinary Shares of the Company, par
value NIS 1 each.  






	  	1.8       
The
term “Ordinary Preferred A Shares” shall mean Ordinary Preferred A
Shares of the Company, par value NIS 1 each  






	  	1.9       
The
term “Ordinary Preferred B Shares” shall mean Ordinary Preferred B
Shares of the Company, par value NIS 1 each.  






	  	1.10       
The
term “Permitted Transferee” shall have the meaning given to it in the
Articles of Association.  






	  	1.11       
The
term “Preferred A1 Shares” shall mean Series A1 Preferred Shares of the
Company, par value NIS 1 each.  






	  	1.11       
The
term “Preferred Shares” shall mean the Ordinary Preferred A Shares, the
Ordinary Preferred B Shares and the Preferred A1 Shares.  






	  	1.12       
The
term “Prior Investors” shall mean the holders of all of the preferred
shares of the Company issued and outstanding immediately prior to the Closing and the
Recapitalization, as such terms are defined in the A1 Share Purchase agreement.  






	  	1.13       
The
term “Qualified IPO” shall mean the consummation of a firm commitment
underwritten public offering of the Company’s shares, with aggregate gross proceeds
to the Company of at least US$ 30,000,000, at an offering price per share representing a
pre-money valuation of the Company of at least US$130,000,000.  






	  	1.14       
The
terms “register”, “registered”, and “registration” refer
to a registration effected by preparing and filing a registration statement or similar
document in compliance with the United States Securities Act of 1933, as amended, or
similar securities act in a jurisdiction other than the U.S. (the “Act”),
and the declaration or ordering of effectiveness of such registration statement or
document.  






	  	1.15       
The
term “Registrable Securities” means (i) Ordinary Shares of the Company
held by an Investor and/or Plenus Technologies Ltd. (“Plenus”) including
any Ordinary Shares issued or issuable upon conversion of any Preferred Shares currently
held or hereafter acquired by an Investor and/or Plenus and all Ordinary Shares which an
Investor and/or Plenus may hereafter purchase pursuant to preemptive rights, rights of
first refusal, anti-dilution rights, or otherwise; and (ii) any Ordinary Shares issued
upon the conversion or exercise of any warrant, right or other security which is
currently held or hereafter acquired by an Investor; and (iii) any shares of the Company
issued as a dividend or in a share split or in connection with any other distribution
with respect to, or in exchange for or in replacement of, such Ordinary Shares described
in (i) and (ii) above.  






2








	  	1.16       
The
number of shares of “Registrable Securities then outstanding” shall be
determined by the number of shares of Ordinary Shares outstanding, calculated on an
as-converted basis, which are Registrable Securities.  






	  	1.17       
The
term “Form F-3” means such form under the Act as in effect on the date
hereof or substantially similar thereto and available to the Company and/or the Holders
or any registration form under the Act subsequently adopted by the United States
Securities and Exchange Commission (“SEC”) which permits inclusion or
incorporation of substantial information by reference to other documents filed by the
Company with the SEC.  






	  	1.18       
The
term “1934 Act” means the United States Securities and Exchange Act of
1934, as amended.  






	2.  	Demand
Registrations  






	  	2.1       
If
the Company shall receive at any time commencing six (6) months after the effective date
of the IPO, a written request from Initiating Holders, that the Company file a
registration statement under the Act for the registration of all or part of their
Registrable Securities, then the Company shall promptly give written notice of such
request to the other Holders, and the Company shall effect as soon as practicable, and in
any event shall use its best efforts to effect, within sixty (60) days of the receipt of
such request of the Initiating Holders, the registration under the Act of all Registrable
Securities (i) which the Initiating Holders requested to be registered as aforesaid and
(ii) of all Holders who wish to participate in such demand registration and provide the
Company with written requests for inclusion therein within twenty (20) days after the
receipt of the Company’s notice. No more than two (2) requests shall be made
pursuant to this Section 2.1. In no event shall the Company be required to effect more
than one demand registration in each six (6) month period.  






	  	2.2       
If
the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their
request made pursuant to this Section 2 and the Initiating Holders shall have the right
to propose the managing underwriter in any underwritten offering (and such proposal shall
include in general the proposed terms of the underwriting agreement and pricing of the
transaction), subject to the consent of the Company, which consent shall not be
unreasonably withheld, and shall not be withheld if it is the lead or co-lead from the
IPO or other prior registered offering or one of the top twenty underwriters by volume of
deals in the preceding twelve months. In the event that the Initiating Holders do not
propose a managing underwriter or the Company reasonably withholds consent to the
proposed managing underwriter, the Company shall have the right to designate the managing
underwriter(s) in any underwritten offering, subject to the consent of the Initiating
Holders, which consent shall not be unreasonably withheld.  







3







	  	2.3       
If
the underwriter of such offering determines that the number of shares requested by the
Holders is greater than the number of shares that may be underwritten, the number of
Registrable Securities that may be included in such registration shall be reduced
accordingly, and there shall be excluded from such registration to the extent necessary
to satisfy such limitation, first shares held by shareholders other than the Holders,
then shares which the Company may wish to register for its own account, and thereafter,
to the extent necessary, shares held by the Holders (pro rata to the respective number of
Registrable Shares then outstanding held by such Holders) and any Registrable Securities
excluded from such underwriting shall be withdrawn from the registration. A registration
statement shall not be counted as a request for the purpose of this Section 2 if, as a
result of an exercise of the underwriter’s cut-back provisions set forth herein,
less than 30% of the total number of Registrable Securities that Holders have requested
to be included in such registration statement are actually included.  






	3.  	Incidental
Registration  






	  	3.1       
At
any time after the IPO, if the Company proposes to register any of its stock or other
securities under the Act in connection with the public offering of such securities solely
for cash (other than registration statements pursuant to Section 2 above or relating to
employee benefit plans or with respect to corporate reorganization or other transactions
under Rule 145 of the Act), the Company shall, at such time, promptly give the Holders
written notice of such registration. Upon the written request of a Holder given within
twenty (20) days after receipt of such notice from the Company in accordance with the
notice provision of this Agreement, the Company shall use its best efforts to cause to be
registered under the Act all of the Registrable Securities that such Holder has requested
to be registered. In the event the Company shall grant to any shareholder the right to
register securities immediately upon the IPO of the Company, then the rights of the
Holders pursuant to this Section 3 shall be adjusted accordingly, and the Holders shall
be entitled to register Registrable Securities pursuant to this Section 3 immediately
upon IPO.  






	  	3.2       
In
connection with any offering involving an underwriting of shares of the Company’s
capital stock, the Company shall not be required under Section 3 to include any of a
Holder’s securities in such underwriting unless the Holder (i) agrees to the sale of
(including any restriction on the sale of) its securities on the basis provided in any
customary underwriting arrangements, including customary lock-up periods as required by
(x) the underwriters with respect to any shares, provided such period shall not exceed
the period of 180 days in respect of the IPO and 90 days in respect of any other offering
(provided that in such other offering at least 23% of the securities included in such
registration are Registrable Securities requested to be included by the Holders), and
provided that all senior employees, shareholders and management are subject to such
lock-up period unless the Holders of the majority of the Registrable Securities requested
to be registered therein agree in writing to waive such pre-condition or (y) applicable
law, or (z) stock exchanges; and (ii) provides any relevant information reasonably
requested and completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements, all reasonably requested, and other documents reasonably
requested, that are required under the terms of such underwriting arrangements and then
only in such quantity as the underwriters determine, in their sole discretion, will not
materially and adversely effect the success of the offering by the Company. If such
underwriters determine that the total amount of securities, including Registrable
Securities, requested by a Holder to be included in such offering could materially
adversely affect the success of such offering, then the Company shall be required to
include in such offering only that number of such securities, including Registrable
Securities, which the underwriters determine in their sole discretion will not materially
adversely affect the success of the offering, provided the Company will include in such
registration (i) first, the securities the Company proposes to sell, and (ii) second,
the Registrable Securities requested to be included in such registration, pro rata among
the Holders of such Registrable Securities on the basis of the number of Registrable
Securities owned by each holder of Registrable Securities participating in such
offering,; provided that in any event the Holders shall be entitled to register at least
23% of the securities to be included in any such registration.  






4







	4. 	Form
F-3 Registration. 






	 	
In
case the Company shall receive at any time commencing six (6) months (or any longer period
as required by law or regulation) after the effective date of the IPO from a Holder or
Holders of the Registrable Securities then outstanding a request or requests that the
Company effect a registration on Form F-3 and any related qualification or compliance
with respect to all or a part of the Registrable Securities owned by the Holder, the
Company shall promptly give written notice of such request to the other Holders and the
Company shall: 






	 	
Use
best efforts to effect, as soon as practicable, such registration and all such
qualifications and compliances as may be so requested and as would permit or facilitate
the sale and distribution of all of the Holder’s Registrable Securities as are
specified in such request and all Registrable Securities held by such Holders who wish to
participate in such demand registration and provide the Company with written requests for
inclusion therein within fifteen (15) days after the receipt of the Company’s notice;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this section 4: 






	 	(i) 	if
Form F-3 is not available for such offering by the Holder; or 






	 	(ii) 	in
any particular jurisdiction in which the Company would be required to qualify
               to do business or to execute a general consent to service of process in
               effecting such registration, qualification or compliance; or 






	 	(iii) 	the
requested registration would have an aggregate offering price of all
               Registrable Shares sought to be registered, net of underwriting discounts
and                commissions, below $1,500,000. 






	 	
Subject
to the foregoing, the Company shall file a registration statement covering the Registrable
Securities as soon as practicable after receipt of the request of a Holder as aforesaid. 






	5.  	Obligations
of the Company.  






	 	
Whenever
required under this Agreement to effect the registration of any Registrable Securities,
the Company shall, as expeditiously as reasonably possible: 






5







	  	5.1       
Prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to become
effective, and, upon the request of the Holders, keep such registration statement
effective for up to one hundred and twenty days or, if sooner, until the distribution
contemplated in the Registration Statement has been completed.  






	  	5.2       
Prepare
and file with the SEC such amendments and supplements to such registration statement and
the prospectus used in connection with such registration statement as may be necessary to
comply with the provisions of the Act with respect to the disposition of all securities
covered by such registration statement.  






	  	5.3       
Furnish
to the Holders and each duly authorized underwriter such number of authorized copies of a
prospectus, including copies of a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by the Holders.  






	  	5.4       
Use
its best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders of Registrable Securities covered by such
registration statement, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions.  






	  	5.5       
In
the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, including indemnification and other customary
provisions, in usual and customary form, with the managing underwriter of such offering.
If a Holder shall participate in such underwriting he shall also enter into and perform
its obligations under such an agreement.  






	           	5.6       
Notify
the Holders of Registrable Securities covered by such registration statement: 







	 	(i) 	promptly
after the Company shall receive notice thereof, of the time when such
               registration statement becomes effective or when any amendment or
supplement or                any prospectus forming a part of such registration statement
has been filed; 






	 	(ii) 	promptly
of any request by the SEC for the amending or supplementing of such
               registration statement or prospectus for additional information; 






	 	(iii) 	at
any time when a prospectus relating thereto is required to be delivered under
               the Act, of the happening of any event as a result of which the prospectus
               included in such registration statement, as then in effect, includes an
untrue                statement of a material fact or omits to state a material fact
required to be                stated therein or necessary to make the statements therein
not misleading in the                light of the circumstances then existing. 






6







	  	5.7       
Advise
a Holder if his Registrable Shares are included in such registration statement promptly
after the Company shall receive notice or otherwise obtain knowledge of the issuance of
any order by the SEC suspending the effectiveness of such registration statement or
amendment thereto or of the initiation or threatening of any proceeding for that purpose;
and promptly use its best efforts to prevent the issuance of any stop order or to obtain
its withdrawal promptly if a stop order should be issued;  






	 	5.8       
Use
its best efforts to furnish, at the request of a Holder in the event he is requesting
registration of Registrable Securities pursuant to this Agreement on the date that such
Registrable Securities are delivered to the underwriters for sale in connection with a
registration pursuant to this Agreement, if such securities are being sold through
underwriters, on the date that the registration statement with respect to such securities
becomes effective, (i) an opinion, dated such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to a Holder in the event he is requesting registration of Registrable
Securities and (ii) a letter dated such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and to a Holder in the event he is requesting
registration of Registrable Securities.  






	 	
Notwithstanding
 anything to the contrary in this Agreement, the
Company shall not be obligated to effect any registration pursuant to this Agreement: (i)
within a period of one hundred eighty (180) days following the effective date of a
previous registration of the Company’s securities and (ii) if the Company shall
furnish to the Holders a certificate signed by the Chairman of the Board of the Company
stating that in the good faith judgment of the Board of Directors of the Company, it
would be seriously detrimental to the Company and its shareholders for such registration
to be effected at such time, in which event the Company shall have the right to defer the
filing of the registration statement for a period of not more than one hundred twenty
(120) days after receipt of the request of a Holder under this Agreement; provided,
however, that with respect to a registration requested pursuant to Sections 2 or 4 above:
(A) the Company shall not utilize this right more than once in any twelve (12) month
period; (B) the Company shall not register any securities for the account of itself or
any other stockholder during such one hundred twenty (120) day period other than S-8
registration or the like, and (C) if the Initiating Holders disapprove of the deferral of
the registration, they may elect to withdraw their demand by written notice to the
Company, in which case such registration, if effected, shall not be counted for the
purpose of Section 2.  






7







	6.  	Expenses
of Registration  






	 	
All
expenses (other than underwriting discounts, fees and commissions) incurred in connection
with registrations, filings or qualifications pursuant to Sections 2, 3 and 4, including
(without limitation) all registration, filing and qualification fees, printers’ and
accounting fees, fees and disbursements of counsel for the Company, and the reasonable
fees and disbursements of one counsel for the selling Holders (the “Registration
Expenses”) shall be borne by the Company; provided, however, that the Company
shall not be required to pay for any expenses of any registration proceeding begun
pursuant to Section 2 if the registration request is subsequently withdrawn at the request
of Holders of the majority of the Registrable Securities to be so registered (in which
case the Holder shall bear such expenses), unless such Holders agree to forfeit their
right to the demand registration pursuant to Section 2; provided further, however that if
at the time of such withdrawal, the Holders have learned of a material adverse change in
the condition, business or prospects of the Company from that known to the Holders at the
time of the request and have withdrawn the request with reasonable promptness following
disclosure by the Company of such material adverse change or in the event that the Holders
have withdrawn their registration request in accordance with the second paragraph of
Section 5.8, then the Holders shall not be required to pay any of such expenses and shall
retain their rights pursuant to Section 2. All underwriting discounts, fees and
commissions applicable to the sale of Registrable Securities and pursuant to this
Agreement shall be borne by the holders of such Registrable Securities, pro rata on the
basis of the number of shares sold in the respective offering. 






     	7. 	
          Indemnification. In the event any Registrable Securities are
          included in a registration statement pursuant to this Agreement: 


          



	  	7.1       
To
the extent permitted by law the Company will indemnify and hold harmless each of the
Holders, any underwriter (as defined in the Act) for the Holders, each of their
directors, shareholders, partners and officers, and legal counsel and independent
accountants, and each person, if any, who controls such Holder within the meaning of the
Act or the 1934 Act (collectively and individually referred to as the “Indemnified
Party”) against all claims, losses, damages and liabilities (joint or several)
(or actions in respect thereof) arising out of or based on any of the following
statements, omissions or violations: (i) untrue statement (or alleged untrue statement)
of a material fact contained in any such registration statement, prospectus or any
amendments or supplements thereto, offering circular or other document; or (ii) any
omission (or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading; or (iii) any
violation (or alleged violation) by the Company of the Act or any other securities laws,
and will reimburse such Indemnified Party for any legal or any other expenses reasonably
incurred by them in connection with investigating, preparing or defending any such loss,
claim, damage, liability, or action as such expenses are incurred; provided, however, (i)
that the Company will not be liable to an Indemnified Party in any such case to the
extent that any such loss, damage, liability, cost or expense arises out of or is based
upon an untrue statement or omission in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Indemnified Party, and
stated to be specifically for use therein; and (ii) that the indemnity agreement
contained in this subsection 7.1 shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected without the
consent of the Company, which consent shall not be unreasonably withheld.  






8







	 	7.2       
To
the extent permitted by law, each Holder , in the event that his Registrable Securities
are included in such registration, will indemnify the Company, each of its directors and
officers and its legal counsel and independent accountants, each underwriter, if any, of
the Company’s securities covered by such registration statement, each other Holder
selling Registrable Securities in such registration and each person who controls the
Company, such underwriter or such other Holder within the meaning of the Act, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact contained
in any such registration statement, prospectus, offering circular or other document, or
any omission (or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse
the Company, such directors, officers, persons, underwriters, Holders, or control persons
for any legal or any other expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in strict conformity with
written information furnished to the Company by an instrument duly executed by such
Holderand stated to be specifically for use therein; provided, however, that the
obligations of such Holder hereunder shall be limited to an amount equal to the proceeds
(net of underwriters discounts, fees and commissions) to such Holder from the sale of
Registrable Securities sold by such Holder pursuant to such registration and provided
further that the indemnity agreement contained in this subsection 7.2 shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder, which consent shall not be
unreasonably withheld.  






	 	7.3       
If
recovery is not available under the foregoing indemnification provisions, for any reason
other than as specified therein, the parties entitled to indemnification by the terms
thereof shall be entitled to contribution to liabilities and expenses as more fully set
forth in an underwriting agreement to be executed in connection with such registration.
In determining the amount of contribution to which the respective parties are entitled,
there shall be considered the parties’ relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the opportunity to
correct and prevent any statement or omission, and any other equitable considerations
appropriate under the circumstances. In no event shall the liability of a Holder exceed
the proceeds (net of underwriters discounts, fees and commissions) from the offering
received by such Holder.  






	  	7.4       
Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement
of any action (including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this Section
7, deliver to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right to retain
one separate counsel, with the fees and expenses to be paid by indemnifying party, if
representation of such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action, shall not relieve the indemnifying party of its
obligations hereunder except to the extent such failure results in a lack of timely
actual knowledge by the indemnifying party and the indemnifying party suffers actual
damage as a result thereof or actual prejudices to its ability to defend such action.  






9







	  	7.4       
The
obligations of the Company and the Holders under this Section 7 shall survive the
completion of any offering of Registrable Securities in a registration statement under
this Agreement, and otherwise.  






	8.  	Reports
Under the 1933 Act.  






	 	
In
the event the Company becomes subject to reporting under the 1934 Act, then with a view to
making available to the Holders the benefits of Rule 144 promulgated under the Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to a registration
on Form F-3, the Company agrees to: 






	  	8.1       
make
and keep public information available, as those terms are understood and defined in SEC
Rule 144, at all times after ninety (90) days after the effective date of first
registration statement filed by the Company for the offering of its securities to the
general public;  






	  	8.2       
take
such action, including the voluntary registration of its Ordinary Shares under Section 12
of the 1934 Act, as is necessary to enable the Holders to utilize Form F-3 for the sale
of their Registrable Securities.  






	  	8.3       
file
with the SEC in a timely manner all reports and other documents required of the Company
under the Act and the 1934 Act; and  






	  	8.4       
furnish
to each Holder, so long as such Holder owns any Registrable Securities, forthwith upon
request (i) a written statement by the Company that it has complied with the reporting
requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date
of the first registration statement filed by the Company), the Act and the 1934 Act (at
any time after it has become subject to such reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any
time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested in availing the Holder of any rule or
regulation of the SEC which permits the selling of any such securities without
registration or pursuant to such form.  






	9.  	Assignment
of Registration Rights and Grant of Additional Rights.  






	 	9.1       
The
rights to cause the Company to register Registrable Securities pursuant to this Agreement
may be assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such securities, provided that such transfer or assignment is made pursuant
to the provisions of the Articles of Association and in accordance with any provisions
relating to transfer and/or assignment of such securities appearing in the relevant Share
Purchase Agreement and/or in this Agreement, and provided further that the Company is,
within a reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to which such
registration rights are being assigned and such transferee or assignee consents to be
subject to this Agreement.  






10







	 	9.2       
From
and after the date of this Agreement, the Company shall not, without the prior written
consent of the holders of at least 60% of the Registrable Securities then outstanding
enter into any agreement with any holder or prospective holder of any securities of the
Company that would allow such holder or prospective holder (a) to include such
securities in any registration filed under this Agreement, unless under the terms of such
agreement, such holder or prospective holder may include such securities in any such
registration only to the extent that the inclusion of such securities will not reduce the
amount of the Registrable Securities of the Holders that are included or (b) to
demand registration of their securities, including, without limitation, on Form F-3.  






	9A.  	Termination
of Registration Rights  






	 	
Notwithstanding
anything to the contrary contained in this Agreement or otherwise, the registration rights
granted pursuant to the provisions of Sections 2, 3 and 4 hereunder shall terminate and
shall be of no further force and effect five years following the IPO, regardless of any
Rule 144 availability. 






	10.  	Covenants
of the Company.  






	   	10.1       
Delivery
of Financial Statements.  






	 	
Until
a Qualified IPO, the Company shall deliver to each Major Shareholder the following reports
in English (and with respect to the reports listed in subsections (a) and (b) below also
to Intel Atlantic, Inc. (“Intel”) for so long as it holds Preferred
Shares of the Company): 






	 	
(a)
                     as soon as practicable, but in any event within forty-five (45) days
after the                     end of each fiscal year of the Company, consolidated
financial statements                     audited and certified by independent public
accountants of the Company which are                     associated with one of the “Big
Four” US accounting firms, prepared in                     accordance with US
generally accepted accounting principals with reconciliation                     to
Israeli GAAP.  






	 	
(b)
                     as soon as practicable, but in any event within thirty (30) days of
the end of                     each quarter, consolidated financial quarterly reports,
reviewed by independent                     public accountants of the Company, prepared
in US Dollars in accordance with                     generally accepted accounting
principles.  






	 	
(c)
                     as soon as practicable, but in no event later than 30 days prior to
the                     beginning of each year, revised twelve month forward prospective
budgets,                     including detailed quarterly financial projections for such
twelve months period                     (hereinafter referred to as “Annual
Budget”).  






	 	
(d)
                     monthly reports and other reports regarding the Company’s
operation, in                     such format, and containing such information as the
Board of Directors shall                     require (including at least a business
update and overview, profit and loss and                     cash-flow statements) within
reasonable time, not to exceed 30 days, from the                     end of each calendar
month.  






11







	 	
(e)
                     Such other information as may reasonably be requested by such Major
                    Shareholder.  






	 	
(f)
                     In addition, if an Investor reasonably determines, that being a
publicly traded                     company or an affiliate of a publicly traded company,
it requires additional                     financial information in respect of the
Company in order to timely publish the                     reports of the Investor and/or
of such affiliated company(ies), the Company                     shall promptly provide
the Investor with financial information with respect to                     the Company,
and such reports may be attached to the reports published by the
                    Investor or such affiliated companies, to the extent required by law.  






	   	10.2       
Delivery
of Work Plan and Annual Budget  






	 	
No
later than November 30 of each year, the Company shall submit to the Board of Directors
the annual Work Plan and the Annual Budget for the forthcoming calendar year. 






	   	10.3       
Visitation
Rights  






	 	
During
the regular working hours and upon reasonable advance notice, each Major Shareholder shall
have full access to all books and records of the Company, shall be entitled to review and
copy them at their discretion, and shall be entitled to visit and inspect the
Company’s property, inspect its assets and consult with the management of the
Company, providing that in exercising such rights no information shall be disclosed to the
Major Shareholders, the disclosure of which in the discretion of the Board of Directors of
the Company, might cause damage to the business of the Company as contemplated in the
Updated Work Plan (as defined in the A1 Share Purchase Agreement). The provisions of this
Agreement and of the respective Share Purchase Agreements regarding the Investors’
undertakings of confidentiality or any separate non-disclosure agreement executed by any
Investor shall apply, mutatis mutandis, to any information disclosed to the Major
Shareholders pursuant to the rights set out under this Section 10.3. 






	  	10.4        
Patents.  






	 	
Unless
the Board of Directors shall deem otherwise appropriate for the Company, the Company will
take all reasonable steps necessary to initiate/continue the prosecution of its patent
applications and to maintain any patents granted thereon. 






	  	10.5       
Auditors
and Internal Auditor.  






	 	
The
Company shall maintain the services of: (i) one of the “big four” accounting
firms or one of their respective affiliates as independent auditors of the Company, and
(ii) an internal auditor, such appointments and their respective terms to be approved by
the Board of Directors of the Company, subject to applicable law. 






12







	11.  	Confidentiality.  






	 	
From
time to time, the parties may make available to each other, in written form or orally,
information of a confidential and proprietary nature including, but not limited to,
technology, technical, test and analysis data, specifications, prototypes, marketing,
application, financial, bookkeeping, business, and customer information. The parties shall
not disclose such information to others or use such information without the prior written
consent of the disclosing party or as necessary to carry out the terms of this Agreement.
Each party shall treat such information with the same care as it would exercise in the
handling of its own confidential or proprietary information and shall obtain reasonable
assurances that each person to whom such information is disclosed, will hold such
information in confidence. Confidential information as referred to in this Section 11
shall not include information (i) which is or becomes public knowledge through no fault of
the receiving party; (ii) which is known to the receiving party on a non-confidential
basis at the time of disclosure by the disclosing party, as evidenced by the receiving
party’s written records; (iii) which is disclosed to the receiving party on a
non-confidential basis by a third party having no obligation of secrecy to the disclosing
party; or (iv) which is subsequently independently developed by or for the receiving party
without use of confidential information. Notwithstanding the aforesaid: (i) a party shall
be entitled to disclose confidential information which it is required to disclose under
any applicable law or stock exchange regulations, provided, however, that such disclosure
is made to the minimum extent required and provided that a prior notice of disclosure is
given to the disclosing party and sufficient opportunity to limit or contest such
disclosure; (ii) a party shall be entitled to disclose confidential information to any
person or entity to which such party transfers or considers transferring securities in the
Company, subject to a standard undertaking not less strict than the undertaking set out
herein, and (iii) in connection with periodic and financial reports to its shareholders,
investors or partners, each party may make general statements regarding the nature and
progress of the Company’s business, and may provide summary financial information of
the Company. The provisions of this Section 11 shall not apply to Intel. Instead, the
terms of Section 3 (“Confidentiality”) of the Intel Side Agreement by and
between the Company, Intel and additional parties, dated July 2002, shall continue to
apply with respect to Intel (and this Agreement shall be deemed a “Financing
Agreement” for the purpose of said Section 3). 






	12.  	Miscellaneous  






	  	12.1       
Further
Assurances. Each of the parties hereto shall perform such further acts and execute
such further documents as may reasonably be necessary to carry out and give full effect
to the provisions of this Agreement and the intentions of the parties as reflected
thereby.  






	  	12.2       
Governing
Law; Jurisdiction. This Agreement shall be governed by and construed according to the
laws of the State of Israel, without regard to the conflict of laws provisions thereof,
and the parties hereto irrevocably submit solely to the jurisdiction of the Courts of Tel
Aviv, in respect of any dispute or matter arising out of or connected with this
Agreement.  






	  	12.3       
Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the
Company, the Investors and the respective successors and permitted assigns of the
Investors. The parties may not assign any of there rights or obligations under this
Agreement without the prior written consent of the other parties unless such rights or
obligations are assigned together with the shares to which they relate and the assignee
undertakes in writing to be bound by the provisions hereof.  






13







	  	12.4       
Entire
Agreement; Amendment and Waiver; Headings; Preamble and Schedules. This Agreement and
the Schedules and Exhibits hereto constitute the full and entire understanding and
agreement between the parties with regard to the subject matters hereof and thereof. The
Prior Agreement (including, for the avoidance of doubt, all amendments thereof) is hereby
terminated in its entirety and shall be of no further force or effect. Any term of this
Agreement may be amended or terminated and the observance of any term hereof may be
waived (either prospectively or retroactively and either generally or in a particular
instance) only with the written consent of the Company and the holders of at least 60% of
the Registrable Securities then outstanding. All article and section headings are
inserted for convenience only and shall not modify or affect the construction or
interpretation of any provision of this Agreement. The preamble and schedules to this
Agreement are incorporated herein and form an integral part of this Agreement.  






	  	12.5       
Notices   Unless otherwise provided, any notice required or permitted under this Agreement
shall be given in writing, shall be effective when given, and shall in any event be
deemed to be given upon receipt or, if earlier, (a) five (5) days after the day of
deposit with a National Post Office, if delivered by first class mail, postage prepaid,
if addressed to a party in the same country or fourteen (14) after deposit with a
National Post Office, if delivered by first class mail, postage prepaid, if addressed to
a party in a different country, (b) upon delivery, if delivered by hand (c) five (5) days
after the day of deposit with recognized overnight courier service freight prepaid or (d)
two (2) days after the business day of facsimile transmission, if delivered by facsimile
transmission with a copy by first class mail, postage prepaid, and each notice shall be
addressed to the party to be notified at the address set forth in this section as
follows:  






	 	
For
the Company.  





	 		
	 	Negevtech Ltd.
	 	attn:	CEO
	 	address:	Beit Tamar
	 	 	12 Hamada St.
	 	 	Rehovot 76122







	 		
	 	tel:	08-9312222
	 	fax:	08-9366051







	 	
For
the Investors:  






	 	
as
set forth on Schedule A hereto:  






	 	
or
at such other address as such party may designate by written notice to the other parties.  






14







	  	12.6       
Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing
to any party upon any breach or default under this Agreement, shall be deemed a waiver of
any other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent, or approval of any kind or character on the part of any party of any breach or
default under this Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to the
extent specifically set forth in such writing. All remedies, either under this Agreement
or by law or otherwise afforded to any of the parties, shall be cumulative and not
alternative.  






	  	12.7       
Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be
unenforceable under applicable law, then such provision shall be excluded from this
Agreement and the remainder of this Agreement shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its terms; provided,
however, that in such event this Agreement shall be interpreted so as to give effect, to
the greatest extent consistent with and permitted by applicable law, to the meaning and
intention of the excluded provision as determined by such court of competent
jurisdiction.  






	  	12.8       
Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and enforceable against the parties actually executing such
counterpart, and all of which together shall constitute one and the same instrument.  






	  	12.9       
Aggregation
of Holdings. For purposes of determining the availability of any right, the
computation of shareholdings or the applicability of any limitation under this Agreement,
each Investor’s holdings in the Company and the holdings of any of its Permitted
Transferees shall be aggregated, and the aggregate holdings shall be considered to be
held by such Investor and its Permitted Transferees as a single shareholder.  






[Remainder
of Page Intentionally Left Blank] 



15








IN WITNESS WHEREOF, the
parties have executed this Shareholders’ Rights Agreement as of the date first above
written. 



Negevtech Ltd. 





	By:	1)
——————————————

                            
 title	








	 	
2) 









	 	——————————————

                            
 title	






[SIGNATURE PAGE TO SHAREHOLDERS RIGHTS AGREEMENT DATED JULY 2007]



16









IN WITNESS WHEREOF, the
parties have executed this Shareholders’ Rights Agreement as of the date first above
written. 


INVESTORS:




[SEE SEPARATE SIGNATURE PAGES] 




[SIGNATURE PAGE TO SHAREHOLDERS RIGHTS AGREEMENT DATED JULY 2007]




17







SCHEDULE A 



Investors and Addresses 



	Investor 	Address 
	Pitango Venture Capital Fund III (Israeli Sub) L.P.	11 HaManofim Street Bldg. B Herzliya 46725, Israel
	Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.
	Pitango Venture Capital Fund III (Israeli Investors) L.P.
	Pitango Parallel Investor Fund III (Israel), L.P.
	Pitango Principles Fund III (Israel) L.P.
	Pitango Venture Capital Fund III Trusts 2000 Ltd.
	Shrem, Fudim, Kelner Founders Group II L.P.	21 Ha'arbaa Street Tel Aviv 64739, Israel
	Shrem Fudim Kelner & Co. Ltd.
	Shrem Fudim Kelner Founders Group II Annex Fund L.P.
	SVE Star Ventures Enterprises GmbH & Co. No. IX KG.	Star Ventures Management 

Possartstrasse 9 
D-81679 Munich 
Germany 
Contact: Nicolas Sammartino
	Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability
	SVM Star Ventures Managementgesellschaft mbH Nr. 3
	Star Management of Investments No. II (2000) L.P.	SVM Star Venture Capital Management Ltd.

 11 Galgaley Haplada St., 
P.O. Box 12600,
 Herzelia Pituach, 46733, Israel. 
Contact: Tami Gilboa-Arbel
	Genesis Partners II, L.D.C.	Ackerstein Towers B 

11 HaMenofim St
 Herzliya, 46733
 Israel
	Genesis Partners II (Israel), L.P.
	Poalim Ventures Ltd.	Alrov Tower, 46 Rothschild Blvd, Tel Aviv 66883, Israel

 Number for notices being delivered by facsimile: 03-5675760
	Poalim Ventures I Ltd.
	Poalim Ventures II L.P.
	Wellington Partners Venture III Technology Fund L.P.	Theresienstrasse 6, 80333 Muenchen, Germany
	Amadeus III	Mount Pleasant House
 2 Mount Pleasant 

Cambridge
 CB3 0RN
	Amadeus III Affiliates Fund L.P.	2711 Centerville Road

 Suite 400, Wilmington,
 New Castle County,
 Delaware 19808






18








Schedule of Exceptions



Corresponding to the



PREFERRED SHARE
PURCHASE AGREEMENT 


Dated as of July 20, 2007




By and Among




Negevtech Ltd.




And




Several Investors







[***]


*** Text omitted and filed separately
with the Securities and Exchange Commission pursuant to 17 CFR § 230.406 and §
200.80(b)(4). 














Schedule 1.1(ii)  


Registered Share Capital:  NIS 8,000,000 divided into 800,000,000
Ordinary Shares, nominal value NIS 0.01 each


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Post Automatic Conversion

	
 

	
Reallocation by Money

	
 

	
 

	
 


	
 

	
 

	


	
 

	


	
 

	
 

	
 


	
Name

	
 

	
# Ordinary

	
 

	
# Options/Warrants to Purchase Ordinary

	
 

	
1% Ordinary

	
 

	
99% Ordinary

	
 

	
Warrants to purchase Ordinary (Originally Preferred
  AA)  

	
 

	
# Additional Ordinary for Money Reallocation

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli
  Sub) L.P.

	
 

	
 

	
5,324,638

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
121,535,914

	
 

	
 

	
201,465

	
 

	
 

	
116,211,276

	
 


	
Pitango Venture Capital Fund III (Israeli Sub.)
Non-Q L.P.

	
 

	
 

	
492,239

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
11,235,452

	
 

	
 

	
18,624

	
 

	
 

	
10,743,213

	
 


	
Pitango Venture Capital Fund III (Israeli
Investors) L.P.

	
 

	
 

	
1,439,805

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
32,863,684

	
 

	
 

	
54,475

	
 

	
 

	
31,423,879

	
 


	
Pitango Parallel Investor Fund III (Israel),
L.P

	
 

	
 

	
447,636

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
11,351,950

	
 

	
 

	
36,734

	
 

	
 

	
10,904,314

	
 


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
 

	
187,431

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
4,278,147

	
 

	
 

	
7,092

	
 

	
 

	
4,090,716

	
 


	
Pitango Venture Capital Fund II Trusts 2000
L.P.

	
 

	
 

	
374,857

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
8,556,162

	
 

	
 

	
14,184

	
 

	
 

	
8,181,305

	
 


	
Canada Israel Opportunity Fund III, L.P.

	
 

	
 

	
62,160

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
1,478,388

	
 

	
 

	
2,520

	
 

	
 

	
1,416,228

	
 


	
Shrem, Fudim, Kelner Founders Group II
L.P.

	
 

	
 

	
45,308

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
1,149,037

	
 

	
 

	
2,520

	
 

	
 

	
1,103,729

	
 


	
Shrem Fudim Kelner Founders Group II Annex Fund
L.P.

	
 

	
 

	
16,753

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
327,592

	
 

	
 

	
0

	
 

	
 

	
310,839

	
 


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
 

	
35,119

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
853,192

	
 

	
 

	
1,679

	
 

	
 

	
818,073

	
 


	
Qualitau Ltd.

	
 

	
 

	
355,522

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
9,016,252

	
 

	
 

	
26,879

	
 

	
 

	
8,660,730

	
 


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX
KG.

	
 

	
 

	
3,581,174

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
82,905,150

	
 

	
 

	
318,075

	
 

	
 

	
79,323,976

	
 


	
Star Management of Investments No. II (2000)
L.P.

	
 

	
 

	
470,493

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
11,068,374

	
 

	
 

	
45,943

	
 

	
 

	
10,597,881

	
 


	
Star Growth Enterprise, a German Civil Law
Partnership (with
  limitation of Liability)

	
 

	
 

	
3,595,901

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
72,016,603

	
 

	
 

	
0

	
 

	
 

	
68,420,702

	
 


	
SVM Star Ventures Managmenttgesellschaft mbH Nr.
3

	
 

	
 

	
334,236

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
6,986,689

	
 

	
 

	
0

	
 

	
 

	
6,652,453

	
 


	
Genesis Partners II, L.D.C.

	
 

	
 

	
4,113,040

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
92,519,033

	
 

	
 

	
253,679

	
 

	
 

	
88,405,993

	
 


	
Genesis Partners II (Israel) L.P.

	
 

	
 

	
607,717

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
13,672,074

	
 

	
 

	
37,535

	
 

	
 

	
13,064,357

	
 


	
Lehman Brothers European Venture Capital
L.P.

	
 

	
 

	
222,108

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
5,632,789

	
 

	
 

	
41,998

	
 

	
 

	
5,410,681

	
 


	
Lehman Brothers Holdings plc (on behalf of pre-tax
plan)

	
 

	
 

	
425,109

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
10,781,014

	
 

	
 

	
80,384

	
 

	
 

	
10,355,905

	
 


	
Lehman Brothers Partnership Account 2000/2001,
L.P.

	
 

	
 

	
191,536

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
4,857,465

	
 

	
 

	
36,217

	
 

	
 

	
4,665,929

	
 


	
Lehman Brothers Offshore Partnership Account
2000/2001, L.P.

	
 

	
 

	
49,677

	
 

	
 

	
0

	
 

	
 

	
0

	
 

	
 

	
1,259,838

	
 

	
 

	
9,393

	
 

	
 

	
1,210,161

	
 


	
Orbotech

	
 

	
 

	
1,776,860

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
45,062,231

	
 

	
 

	
335,988

	
 

	
 

	
43,285,371

	
 


	
Intel

	
 

	
 

	
1,255,074

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
29,466,788

	
 

	
 

	
134,395

	
 

	
 

	
28,211,714

	
 


	
Poalim Ventures Ltd.

	
 

	
 

	
447,960

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
9,384,098

	
 

	
 

	
0

	
 

	
 

	
8,936,138

	
 


	
Poalim Ventures I Ltd.

	
 

	
 

	
689,168

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
14,437,049

	
 

	
 

	
0

	
 

	
 

	
13,747,881

	
 


	
Poalim Ventures II  L.P.

	
 

	
 

	
1,397,290

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
29,271,156

	
 

	
 

	
0

	
 

	
 

	
27,873,866

	
 


	
Wellington Partners Venture III Technology Fund
L.P.

	
 

	
 

	
3,799,359

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
79,800,110

	
 

	
 

	
0

	
 

	
 

	
76,000,751

	
 


	
Amadeus III

	
 

	
 

	
3,285,579

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
73,094,003

	
 

	
 

	
0

	
 

	
 

	
69,808,424

	
 


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
67,053

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
1,491,723

	
 

	
 

	
0

	
 

	
 

	
1,424,670

	
 


	
Financiere Seso S.A

	
 

	
 

	
159,620

	
 

	
 

	
0

	
 

	
 

	
159,620

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
Inter Hightech (1982) Ltd.

	
 

	
 

	
71,829

	
 

	
 

	
0

	
 

	
 

	
71,829

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
Service Providers

	
 

	
 

	
0

	
 

	
 

	
32,769

	
 

	
 

	
32,769

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
TICI

	
 

	
 

	
0

	
 

	
 

	
87,791

	
 

	
 

	
87,791

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
Tmura Fund

	
 

	
 

	
0

	
 

	
 

	
5,000

	
 

	
 

	
5,000

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
ESOP IL Plan(1)(2) (exercise)

	
 

	
 

	
393,500

	
 

	
 

	
 

	
 

	
 

	
393,500

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
ESOP IL Plan

	
 

	
 

	
0

	
 

	
 

	
5,031,003

	
 

	
 

	
5,031,003

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
ESOP US Plan

	
 

	
 

	
0

	
 

	
 

	
605,000

	
 

	
 

	
605,000

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
New ESOP

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
Plenus Technologies Ltd

	
 

	
 

	
 

	
 

	
 

	
1,556,437

	
 

	
 

	
1,556,437

	
 

	
 

	
 

	
 

	
 

	
0

	
 

	
 

	
0

	
 


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total

	
 

	
 

	
35,715,751 

	
 

	
 

	
7,318,000 

	
 

	
 

	
7,942,949 

	
 

	
 

	
786,351,957 

	
 

	
 

	
1,659,779 

	
 

	
 

	
751,261,155 

	
 


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 













Schedule 1.3(a)  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Post Consolidation & Before Closing

	
 

	
Conversion into Ordinary Preferred A/B Shares

	
 


	
 

	
 

	


	
 

	


	
 


	
Name

	
 

	
# Warrants to

  purchase Ordinary

  (Originally

  Preferred AA)

	
 

	
# Ordinary

	
 

	
Ordinary

	
 

	
# Warrants to

  purchase

  Ordinary

  (Originally

  Preferred AA)

	
 

	
# Options to

  Purchase

  Ordinary

	
 

	
# Warrants to

  Purchase

  Ordinary

	
 

	
Ordinary

  Preferred A

	
 

	
Ordinary

  Preferred B

	
 

	
Ordinary

  Preferred

  B 85% Anti-

  Dilution

	
 

	
Total

  Ordinary

  Preferred B

	
 

	
Total holdings

	
 

	
% Fully

  Diluted on an as converted basis

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli
  Sub) L.P.

	
 

	
2,015

	
 

	
1,215,360

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
736,047

	
 

	
479,313

	
 

	
497,606

	
 

	
976,919

	
 

	
1,712,966

	
 

	
11.34

	
%


	
Pitango Venture Capital Fund III (Israeli
  Sub.) Non-Q L.P.

	
 

	
186

	
 

	
112,354

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
68,044

	
 

	
44,310

	
 

	
46,001

	
 

	
90,311

	
 

	
158,355

	
 

	
1.05

	
%


	
Pitango Venture Capital Fund III (Israeli
  Investors) L.P.

	
 

	
545

	
 

	
328,637

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
199,026

	
 

	
129,611

	
 

	
134,558

	
 

	
264,169

	
 

	
463,195

	
 

	
3.07

	
%


	
Pitango Parallel Investor Fund III
  (Israel), L P

	
 

	
367

	
 

	
113,519

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
113,519

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
113,519

	
 

	
0.75

	
%


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
71

	
 

	
42,781

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
25,909

	
 

	
16,872

	
 

	
17,516

	
 

	
34,388

	
 

	
60,297

	
 

	
0.40

	
%


	
Pitango Venture Capital Fund II Trusts 2000
  L.P.

	
 

	
142

	
 

	
85,562

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
51,818

	
 

	
33,744

	
 

	
35,032

	
 

	
68,776

	
 

	
120,594

	
 

	
0.80

	
%


	
Canada Israel Opportunity Fund III, L.P.

	
 

	
25

	
 

	
14,784

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
11,490

	
 

	
3,294

	
 

	
3,420

	
 

	
6,714

	
 

	
18,204

	
 

	
0.12

	
%


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
25

	
 

	
11,490

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
11,490

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
11,490

	
 

	
0.08

	
%


	
Shrem Fudim Kelner Founders Group II Annex
  Fund L.P.

	
 

	
 

	
 

	
3,276

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
3,276

	
 

	
3,401

	
 

	
6,677

	
 

	
6,677

	
 

	
0.04

	
%


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
17

	
 

	
8,532

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
7,656

	
 

	
876

	
 

	
909

	
 

	
1,785

	
 

	
9,441

	
 

	
0.06

	
%


	
Qualitau Ltd.

	
 

	
269

	
 

	
90,163

	
 

	
90,163

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
90,163

	
 

	
0.60

	
%


	
SVE Star Ventures Enterprises Gmbh &
  Co. No. IX KG.

	
 

	
3,181

	
 

	
829,051

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
564,076

	
 

	
264,975

	
 

	
270,620

	
 

	
551,568

	
 

	
1,109,999

	
 

	
7.35

	
%


	
Star Management of Investments No. II
  (2000) L.P.

	
 

	
459

	
 

	
110,684

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
81,475

	
 

	
29,209

	
 

	
29,760

	
 

	
60,657

	
 

	
141,581

	
 

	
0.94

	
%


	
Star Growth Enterprise, a German Civil Law
  Partnership (with limitation of Liability)

	
 

	
 

	
 

	
720,166

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
720,166

	
 

	
717,176

	
 

	
1,461,726

	
 

	
1,464,716

	
 

	
9.69

	
%


	
SVM Star Ventures Managmenttgesellschaft
  mbH Nr. 3

	
 

	
 

	
 

	
69,867

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
69,867

	
 

	
66,661

	
 

	
135,866

	
 

	
139,072

	
 

	
0.92

	
%


	
Genesis Partners II, L.D.C.

	
 

	
2,537

	
 

	
925,191

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
449,869

	
 

	
475,322

	
 

	
493,463

	
 

	
968,785

	
 

	
1,418,654

	
 

	
9.39

	
%


	
Genesis Partners II (Israel) L.P.

	
 

	
375

	
 

	
136,720

	
 

	
 

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
66,572

	
 

	
70,148

	
 

	
72,825

	
 

	
142,973

	
 

	
209,545

	
 

	
1.39

	
%


	
Lehman Brothers European Venture Capital
  L.P.

	
 

	
420

	
 

	
56,328

	
 

	
56,328

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
56,328

	
 

	
0.37

	
%


	
Lehman Brothers Holdings plc (on behalf of
  pre-tax plan)

	
 

	
804

	
 

	
107,810

	
 

	
107,810

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
107,810

	
 

	
0.71

	
%


	
Lehman Brothers Partnership Account
  2000/2001, L.P.

	
 

	
362

	
 

	
48,575

	
 

	
48,575

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
48,575

	
 

	
0.32

	
%


	
Lehman Brothers Offshore Partnership
  Account 2000/2001, L.P.

	
 

	
94

	
 

	
12,598

	
 

	
12,598

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
12,598

	
 

	
0.08

	
%


	
Orbotech

	
 

	
3,360

	
 

	
450,622

	
 

	
450,622

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
450,622

	
 

	
2.98

	
%


	
Intel

	
 

	
1,344

	
 

	
294,668

	
 

	
294,668

	
 

	
canceled

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
294,668

	
 

	
1.95

	
%


	
Poalim Ventures Ltd.

	
 

	
 

	
 

	
93,841

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
93,841

	
 

	
97,423

	
 

	
191,264

	
 

	
191,264

	
 

	
1.27

	
%


	
Poalim Ventures I Ltd.

	
 

	
 

	
 

	
144,370

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
144,370

	
 

	
149,880

	
 

	
294,250

	
 

	
294,250

	
 

	
1.95

	
%


	
Poalim Ventures II L.P.

	
 

	
 

	
 

	
292,712

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
292,712

	
 

	
303,884

	
 

	
596,596

	
 

	
596,596

	
 

	
3.95

	
%


	
Wellington Partners Venture III Technology
  Fund L.P.

	
 

	
 

	
 

	
798,001

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
798,001

	
 

	
828,457

	
 

	
1,626,458

	
 

	
1,626,458

	
 

	
10.76

	
%


	
Amadeus III

	
 

	
 

	
 

	
730,940

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
730,940

	
 

	
758,837

	
 

	
1,489,777

	
 

	
1,489,777

	
 

	
9.86

	
%


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
 

	
14,917

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
14,917

	
 

	
15,486

	
 

	
30,403

	
 

	
30,403

	
 

	
0.20

	
%


	
Financiere Seso S.A

	
 

	
 

	
 

	
1,596

	
 

	
1,596

	
 

	
-

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
1,596

	
 

	
0.01

	
%


	
Inter Hightech (1982) Ltd.

	
 

	
 

	
 

	
718

	
 

	
718

	
 

	
-

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
718

	
 

	
0.00

	
%


	
Service Providers

	
 

	
 

	
 

	
328

	
 

	
-

	
 

	
-

	
 

	
 

	
 

	
328

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
328

	
 

	
0.00

	
%


	
TICI

	
 

	
 

	
 

	
878

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
878

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
878

	
 

	
0.01

	
%


	
Tmura Fund

	
 

	
 

	
 

	
50

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
50

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
50

	
 

	
0.00

	
%


	
ESOP IL Plan(1)(2) (exercise)

	
 

	
 

	
 

	
3,935

	
 

	
3,935

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
3,935

	
 

	
0.03

	
%


	
ESOP IL Plan

	
 

	
 

	
 

	
50,310

	
 

	
 

	
 

	
 

	
 

	
50,310

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
50,310

	
 

	
0.33

	
%


	
ESOP US Plan

	
 

	
 

	
 

	
6,050

	
 

	
-

	
 

	
 

	
 

	
6,050

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
6,050

	
 

	
0.04

	
%


	
New ESOP

	
 

	
 

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
2,584,209

	
 

	
17.10

	
%


	
Plenus Technologies Ltd

	
 

	
 

	
 

	
15,564

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
15,564

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
15,564

	
 

	
0.10

	
%


	
 

	
 

	


	
 

	
 

	
 

	


	
 

	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
Total

	
 

	
16,598

	
 

	
 

	
 

	
1,067,013

	
 

	
 

	
 

	
56,360

	
 

	
16,820

	
 

	
2,386,991

	
 

	
4,415,764

	
 

	
4,584,298

	
 

	
9,000,062

	
 

	
15,111,455

	
 

	
100.00

	
%


	
 

	
 

	


	
 

	
 

	
 

	


	
 

	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 















Schedule 1.3(b)  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Pro-Rata Assuming Full Participation

	
 


	
 

	
 

	


	
 


	
Name

	
 

	
# Total Shares 

  on an as
 converted basis

	
 

	
% Issued &
 Outstanding on
 an as converted
 basis

	
 

	
Pro Rata $

	
 


	


	
 

	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli
  Sub) L.P.

	
 

	
 

	
1,430,947

	
 

	
 

	
14.44

	
%

	
$

	
2,167,856.92 

	
 


	
Pitango Venture Capital Fund III (Israeli
  Sub.) Non-Q L.P.

	
 

	
 

	
132,284

	
 

	
 

	
1.34

	
%

	
$

	
200,407.69 

	
 


	
Pitango Venture Capital Fund III (Israeli
  Investors) L.P.

	
 

	
 

	
386,934

	
 

	
 

	
3.91

	
%

	
$

	
586,197.50 

	
 


	
Pitango Parallel Investor Fund III
  (Israel), L.P

	
 

	
 

	
113,519

	
 

	
 

	
1.15

	
%

	
$

	
171,979.08 

	
 


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
 

	
50,370

	
 

	
 

	
0.51

	
%

	
$

	
76,309.57 

	
 


	
Pitango Venture Capital Fund II Trusts 2000
  L.P.

	
 

	
 

	
100,739

	
 

	
 

	
1.02

	
%

	
$

	
152,617.63 

	
 


	
Canada Israel Opportunity Fund III, L.P.

	
 

	
 

	
16,266

	
 

	
 

	
0.16

	
%

	
$

	
24,642.67 

	
 


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
 

	
11,490

	
 

	
 

	
0.12

	
%

	
$

	
17,407.13 

	
 


	
Shrem Fudim Kelner Founders Group II Annex
  Fund L.P.

	
 

	
 

	
4,749

	
 

	
 

	
0.05

	
%

	
$

	
7,194.64 

	
 


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
 

	
8,926

	
 

	
 

	
0.09

	
%

	
$

	
13,522.72 

	
 


	
Qualitau Ltd.

	
 

	
 

	
90,163

	
 

	
 

	
0.91

	
%

	
$

	
136,595.19 

	
 


	
SVE Star Ventures Enterprises Gmbh &
  Co. No. IX KG.

	
 

	
 

	
948,232

	
 

	
 

	
9.57

	
%

	
$

	
1,436,553.07 

	
 


	
Star Management of Investments No. II
  (2000) L.P.

	
 

	
 

	
123,822

	
 

	
 

	
1.25

	
%

	
$

	
187,587.93 

	
 


	
Star Growth Enterprise, a German Civil Law
  Partnership (with limitation of Liability)

	
 

	
 

	
1,044,084

	
 

	
 

	
10.54

	
%

	
$

	
1,581,766.99 

	
 


	
SVM Star Ventures Managmenttgesellschaft
  mbH Nr. 3

	
 

	
 

	
101,292

	
 

	
 

	
1.02

	
%

	
$

	
153,455.41 

	
 


	
Genesis Partners II, L.D.C.

	
 

	
 

	
1,138,983

	
 

	
 

	
11.50

	
%

	
$

	
1,725,537.13 

	
 


	
Genesis Partners II (Israel) L.P.

	
 

	
 

	
168,271

	
 

	
 

	
1.70

	
%

	
$

	
254,927.30 

	
 


	
Lehman Brothers European Venture Capital
  L.P.

	
 

	
 

	
56,328

	
 

	
 

	
0.57

	
%

	
$

	
85,335.83 

	
 


	
Lehman Brothers Holdings plc (on behalf of
  pre-tax plan)

	
 

	
 

	
107,810

	
 

	
 

	
1.09

	
%

	
$

	
163,330.06 

	
 


	
Lehman Brothers Partnership Account
  2000/2001, L.P.

	
 

	
 

	
48,575

	
 

	
 

	
0.49

	
%

	
$

	
73,590.18 

	
 


	
Lehman Brothers Offshore Partnership
  Account 2000/2001, L.P.

	
 

	
 

	
12,598

	
 

	
 

	
0.13

	
%

	
$

	
19,085.73 

	
 


	
Orbotech

	
 

	
 

	
450,622

	
 

	
 

	
4.55

	
%

	
$

	
682,683.58 

	
 


	
Intel

	
 

	
 

	
346,132

	
 

	
 

	
3.49

	
%

	
$

	
524,383.26 

	
 


	
Poalim Ventures Ltd.

	
 

	
 

	
136,049

	
 

	
 

	
1.37

	
%

	
$

	
206,111.59 

	
 


	
Poalim Ventures I Ltd.

	
 

	
 

	
209,305

	
 

	
 

	
2.11

	
%

	
$

	
317,093.01 

	
 


	
Poalim Ventures II  L.P.

	
 

	
 

	
424,369

	
 

	
 

	
4.28

	
%

	
$

	
642,910.79 

	
 


	
Wellington Partners Venture III Technology
  Fund L.P.

	
 

	
 

	
1,156,928

	
 

	
 

	
11.68

	
%

	
$

	
1,752,723.46 

	
 


	
Amadeus III

	
 

	
 

	
1,059,704

	
 

	
 

	
10.70

	
%

	
$

	
1,605,430.98 

	
 


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
21,626

	
 

	
 

	
0.22

	
%

	
$

	
32,762.97 

	
 


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total

	
 

	
 

	
9,907,366

	
 

	
 

	
99.94

	
%

	
$

	
15,000,000.00 

	
 


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 














Schedule 1.5(a)(i)  



MINUTES
OF AN EXTRAORDINARY GENERAL MEETING

AND CLASS MEETINGS 

OF THE SHAREHOLDERS

OF NEGEVTECH LTD. 

(the  “Company”)


	
   
	
   
	
   

	
  


	
   
	
   
	
   

	
  PLACE:
	
  The
  Company’s offices at 12 Hamada St., Rehovot, ISRAEL

	
   
	
   
	
   

	
  DATE:
	
  July
  6, 2007

	
   
	
   
	
   

	
  TIME:
	
  1.
	
  16:00 - A meeting of holders of Series AA Preferred Shares.

	
   
	
  2.
	
  16:10
  - A meeting of holders of Series BB Preferred Shares.

	
   
	
  3.
	
  16:20 - A meeting of
  holders of Series BB-1 Preferred Shares.

	
   
	
  4.
	
  16:30 - A meeting of
  holders of Series BB-2 Preferred Shares.

	
   
	
  5.
	
  16:40 - A meeting of
  holders of Series BB-3 Preferred Shares.

	
   
	
  6.
	
  16:50 - A meeting of
  holders of Series BB-4 Preferred Shares.

	
   
	
  7.
	
  17:00 - A meeting of
  holders of all Preferred Shares.

	
   
	
  8.
	
  17:10 -
  An Extraordinary General Meeting of all Shareholders.







	
   
	
   

	
  SHAREHOLDERS 

  PRESENT:
	
  By
  Proxy granted to the Company’s CFO, Oz Desheh, the following shareholders of the Company,
  holding 98.898% of the voting power in the Company on an as converted basis:

	
   
	
   

	
   
	
  Pitango
  entities, Star entities, Shrem Fudim Kelner entities, Genesis entities,
  Lehman Brothers entities, Orbotech Technology Ventures L.P., Intel Atlantic, Inc.,
  Poalim entities, Qualitau Ltd., Wellington Partners Venture III Technology Fund L.P., Amadeus
  entities, Financiere Seso S.A, Inter Hightech (1982) Ltd.; Rivi Sherman (as a trustee under US ESOP)

	
   
	
   

	
  SHAREHOLDERS

  ABSENT:
	
  Eli
  Lerner, Employees’ trustee under IL ESOP (holding 1.102% of the voting power in the Company on an
  as converted basis)

	
   
	
   

	
  CHAIRMAN:
	
  Aaron Mankovsky







	
   
	
   
	
   

	
  AGENDA:
	
  1.
	
  Increase of Share Capital













	
   
	
   
	
   

	
   
	
  2.
	
  Recapitalization

	
   
	
   
	
   

	
   
	
  3.
	
  Adoption of New Articles

	
   
	
   
	
   

	
   
	
  4.
	
  I.
  Series A1 Preferred Share Financing

	
   
	
   
	
   

	
   
	
   
	
  II. Increase of Option
  Pool

	
   
	
   
	
   

	
   
	
  5.
	
  Approval
  of “Interested Party” Transactions

	
   
	
   
	
   

	
   
	
  6.
	
  Waiver
  of rights

	
   
	
   
	
   

	
   
	
   
	
       I.             Anti-dilution
Rights

	
   
	
   
	
   

	
   
	
   
	
       II.            Pre-emptive
Rights

	
   
	
   
	
   

	
   
	
   
	
       III.          Change of
Rights

	
   
	
   
	
   

	
   
	
  7.
	
  Omnibus
  Resolutions




Call to Order


Oz Desheh, presiding as
secretary of the meetings, called the meetings to order and announced that a
quorum of shareholders was present and that each of the meetings, having been
duly convened, were ready to proceed with their business.


	
   
	
   

	
  I.
	
  INCREASE OF SHARE CAPITAL




          VOTE
AGAINST: Qualitau Ltd., holding 1% of the voting power of shareholders present;


          VOTE
FOR: All other Shareholders present, holding 99% of the voting power of the shareholders presented.


          RESOLVED,
by the aforementioned majority, to increase the Company’s registered share
capital such that following the Recapitalization and the Closing (as such terms defined
below), the registered share capital of the Company shall consist of NIS 56,000,000,
divided into 30,000,000 Ordinary Shares of par value NIS 1.00 per share, 12,500,000
Series A1 Preferred Shares, of par value NIS 1.00 per share, 3,500,000 Ordinary
Preferred A Shares, of par value NIS 1.00 NIS per share and 10,000,000 Ordinary Preferred B Shares, of
par value NIS 1.00 per share;


          FURTHER
RESOLVED, by the aforementioned majority, that the Board shall be authorized to make
such adjustments to the numbers of shares of the aforementioned registered share capital of the Company, as it shall
deem necessary to ensure that the Company’s
registered share capital shall include sufficient number of the shares that should be issued and outstanding
immediately following the Closing in accordance
with the terms of this Shareholders’ Written Consent










	
   
	
   

	
  II.
	
  RECAPITALIZATION

	
   
	
   

	
  1.
	
  Conversion of Preferred Shares




          VOTE
AGAINST: Qualitau Ltd., holding 1.013% of the voting power of Preferred Shareholders
present and 2.705% of the voting power of Series AA Preferred Shareholders present;


          VOTE
FOR: All other Preferred Shareholders present, holding 98.987% of the voting power of the Preferred
Shareholders present, 97.275% of the voting power of Series AA Preferred Shareholders present and 100% of the voting power
of the holders of each of the
Company’s Series BB-1, BB-2, BB-3 and BB-4 Preferred shares.


          RESOLVED
AS FOLLOWS, by the aforementioned majority of (i) the holders of the
Company’s Preferred Shares, (ii) the holders of the Company’s Series AA Preferred Shares and unanimously
by (iii) the BB Preferred Shareholders, and (iv) the holders of each of the Company’s Series BB-1, BB-2, BB-3 and
BB-4 Preferred Shares, each of them voting as a separate class;


          RESOLVED,
to elect, in accordance with Article 9(a)(2) of the Company’s articles of association (the “Current Articles”) to convert all
outstanding Preferred Shares of the Company
into Ordinary Shares of the Company (the “Ordinary Shares”), on a one to one basis, to be effective subject to
and immediately prior to the closing of the
Company’s proposed Series A1 Preferred Shares financing under the proposed
Series A1 Purchase Agreement substantially in the form attached hereto as Exhibit
Al (the “Closing”, the “A1 Purchase Agreement”, respectively);


          FURTHER
RESOLVED, subject to and immediately prior to the Closing, all of the issued and outstanding Series AA
Preferred Shares and Series BB-1, BB-2, BB-3
and BB-4 Preferred Shares of the Company, nominal value NIS 0.01 each,
currently held by all holders of
Preferred Shares (the “Original Preferred AA
Shares”, “Original
Preferred BB Shares”, respectively) shall automatically be converted
into the same number of fully paid and non-assessable shares of Ordinary Shares
of the Company, nominal value 0.01 NIS each
(the “Converted Ordinary Shares”),
in accordance with the terms and
conditions of the Current Articles and all of the registered (authorized) and unissued Series AA
Preferred Shares and Series BB-1, BB-2,
BB-3 and BB-4 Preferred Shares of the Company shall automatically be converted into the same number of registered
(authorized) and unissued Ordinary Shares
of the Company, nominal value NIS 0.01 each.


	
   
	
   

	
  2.
	
  Reallocation, Consolidation &
  Anti-Dilution Protection




          VOTE
AGAINST: Qualitau
Ltd., holding 1% of the voting power of the Shareholders
present, 1.013% of the voting power of Preferred Shareholders present and
2.705% of the voting power of Series AA Preferred Shareholders present;


          VOTE
FOR: All other
Shareholders present, holding 99% of the voting power of the Shareholders present, 98.987% of the voting power of the
Preferred Shareholders
present, 97.275% of the voting power of Series AA Preferred Shareholders present, 100% of the voting
power of the holders of each of the Company’s
Series BB-1, BB-2, BB-3 and BB-4 Preferred shares and 100% of the voting
power of the Ordinary Shareholders present.









          RESOLVED
AS FOLLOWS, by aforementioned majority of (i) all the Shareholders present,
(ii) the Preferred Shareholders and (iii) the Series AA Preferred Shareholders, and unanimously by (i)
the Ordinary Shareholders present, (ii) the BB Preferred Shareholders and (iii)
holders of series of BB1, BB2, BB3 and BB4 Preferred Shares, each voting as a
separate class;


          RESOLVED
that it is advisable to authorize and approve a recapitalization of the Company’s registered and issued share capital
as reflected in the Capitalization Table
attached hereto as Exhibit A2 (the “Capitalization
Table”), to be effective subject
to and immediately prior to the Closing (the “Recapitalization”);


          FURTHER
RESOLVED, that the Recapitalization shall be authorized and approved, subject to and effective immediately
prior to the Closing, such that the following
actions shall be executed immediately prior to the Closing, all as reflected in the Capitalization Table:


(a) an additional number of Ordinary Shares shall
be issued to each holder of Original Preferred AA Shares and Original Preferred
BB Shares so as to bring the total number of the Converted Ordinary Shares and
the additional Ordinary Shares so issued to 99%
of the fully diluted share capital of the Company (the fully diluted share
capital shall exclude for such
purpose any warrants to purchase Preferred AA Shares, as adjusted pursuant to the Recapitalization, to the
extent not cancelled), to be allocated among the holders of Original
Preferred AA Shares and Original Preferred BB Shares in proportion to the total cash amounts previously paid to the Company
for the purchase of all such Original
Preferred AA Shares and Original Preferred BB Shares held by them, as set forth
in the Reallocation Table attached hereto as Exhibit C (the “Reallocation
Ordinary Shares”); and


(b) a 100:1 consolidation of
the entire share capital of the Company shall be affected, and immediately prior to such consolidation
an additional number of Ordinary Shares shall
be issued to each holder, as may be necessary in order to round to the nearest whole number any fractions of shares which
otherwise would have been resulted from such consolidation (the “Consolidation”);
and


(c) an additional number of Ordinary Shares shall
be issued to each holder of Original Preferred
BB Shares who is a Participating Investor (as defined in the A1 Purchase Agreement), in consideration of the waiver by the
holders of Original Preferred BB Shares of the existing full-ratchet
anti-dilution protection attached to the Original Preferred BB Shares, such additional number of Ordinary Shares resulting
from applying 85% of the full-ratchet protection such holders of
Original Preferred BB Shares would have been entitled to receive upon the
Closing, had such protection been applied to
the Ordinary Preferred B Shares (as defined below) received by such holders, assuming a price per Ordinary Preferred
B Share that is equal to US$20,000,000
divided by the aggregate number of Converted Ordinary Shares and Reallocation
Ordinary Shares (the “Anti-Dilution Ordinary
Shares”);









(d)
All outstanding warrants in the Company to purchase Original Preferred AA Shares (to the extent not cancelled) and
warrants to purchase Original Preferred BB Shares
shall be automatically adjusted into warrants to purchase Ordinary Shares of the
Company, followed by an adjustment of the number of purchasable shares and
exercise price as a result of the Consolidation.


The
Converted Ordinary Shares, the Reallocation Ordinary Shares and the Anti-Dilution Ordinary Shares
shall together be referred to as the “Recap
Ordinary Shares”.


	
   
	
   

	
  III.
	
  ADOPTION OF NEW ARTICLES




          VOTE
AGAINST: Qualitau
Ltd., holding 1% of the voting power of the Shareholders
present, 1.013% of the voting power of Preferred Shareholders present and
2.705% of the voting power of Series AA Preferred Shareholders present;


          VOTE
FOR: All other
Shareholders present, holding 99% of the voting power of the Shareholders
presented, 98.987% of the voting power of the Preferred Shareholders present, 97.275% of the voting power of Series AA Preferred
Shareholders
present, 100% of the voting power of the holders of each of the Company’s Series BB-1, BB-2, BB-3 and BB-4
Preferred shares and 100% of the voting power of the Ordinary
Shareholders present.


          RESOLVED
AS FOLLOWS, by aforementioned majority of (i) all the Shareholders present, (ii) the Preferred
Shareholders and (iii) the Series AA preferred Shareholders, and unanimously
by (i) the Ordinary Shareholders present, (ii) the BB Preferred Shareholders (iii) holders of series of BB1, BB2, BB3 and BB4
Preferred Shares, each voting as a separate class;


          WHEREAS,
in connection with the Closing and as a result of the Recapitalization, it is necessary to adopt
certain changes to the Current Articles; and


          WHEREAS,
without limitation from the generality of the above, it is necessary to increase
the Company’s registered share capital in effect following the Recapitalization
and to create (i) the Company’s Series A1 Preferred Shares proposed to be sold upon the
Closing, (ii) the Ordinary Preferred A Shares and (iii) the Ordinary Preferred B Shares;


          BE
IT RESOLVED to approve and adopt, subject to and effective immediately prior to
the Closing, the New Articles of Association substantially in the form attached
hereto
as Exhibit A4 (the “New Articles”), as the Articles of Association
of the Company,
such New Articles to be filed by the Company with the Registrar of Companies, in place of the Current Articles;












	
   
	
   

	
  IV.
	
   APPROVAL OF SERIES A1 PREFERRED SHARES FINANCING

	
   

	
  1.
	
  Sale & Issuance of Series Al
  Preferred Shares




          VOTE
AGAINST: Qualitau Ltd., holding 1% of the voting power of the Shareholders present, 1.013% of the voting
power of Preferred Shareholders present and 2.705% of the voting power of
Series AA Preferred Shareholders present;


          VOTE
FOR: All other Shareholders present, holding 99% of the voting power of the Shareholders present, 98.987% of
the voting power of the Preferred Shareholders
present, 97.275% of the voting power of Series AA Preferred Shareholders
present and 100% of the voting power of the holders of each of the Company’s
Series BB-1, BB-2, BB-3 and BB-4 Preferred shares.


          RESOLVED
AS FOLLOWS, by aforementioned majority of (i) all the Shareholders present, (ii) the Preferred
Shareholders and (iii) the Series AA preferred Shareholders, and unanimously by (i) the BB Preferred
Shareholders and (ii) holders of
series of BB1, BB2, BB3 and BB4 Preferred Shares, each voting as a separate class;


          RESOLVED
that it is advisable to approve and authorize the proposed financing under the
A1 Purchase Agreement (as defined above) and that the consummation of the transactions provided for therein do not prejudice
the best interests of the Company;


          FURTHER
RESOLVED to authorize and approve, all subject to and effective immediately prior to the
Closing, the execution, delivery and performance of the A1 Purchase Agreement and
the consummation of the transactions provided for therein and the performance
by the Company of its obligations thereunder, including, inter alia, (i) the issuance
and sale of Series A1 Preferred Shares, (ii) the conversion of the Recap
Ordinary Shares (as defined above) held by Participating Investors (as defined in the A1 Purchase
Agreement) into Ordinary Preferred A Shares and Ordinary Preferred B Shares as provided in Section 1.3
of the A1 Purchase Agreement, (iii) the issuance
of any shares issuable upon the conversion thereof, and (iv) the payment and conversion of the Loan Amounts (as defined in
Section 1.6(c) of the A1 Purchase Agreement),
all of the above without need for any further act, approval or authority of the Company’s Board of Directors or of the
Shareholders of the Company, and all ancillary transactions, documents,
schedules and exhibits contemplated by and/or associated
with the A1 Purchase Agreement (whether or not approved separately herein);


          FURTHER
RESOLVED, to authorize and approve, all subject to and effective immediately prior to the
Closing, that certain Amended and Restated Shareholders Rights Agreement, between the Company and the
parties thereto, as defined therein, substantially
in the form attached hereto as Exhibit A3 (the “Amended Shareholders Rights Agreement”), including, inter alia, the
execution, delivery and performance of the Amended Shareholders Rights
Agreement;


          FURTHER
RESOLVED to authorize any two of the directors of the Company to execute and deliver
the A1 Purchase Agreement, the Amended Shareholders rights Agreement
and all ancillary documents and instruments (the “Transaction Documents”) on behalf
of the Company, with such changes therein or additions thereto as such directors executing the
Transaction Documents shall deem advisable; and
finally









          RESOLVED
to authorize and approve, all subject to and effective immediately prior to the
Closing, any other matter described or set forth in the Transaction Documents which requires the
authorization or approval of the Board of Directors
or of the Shareholders of the Company and to authorize any two of the directors
of the Company to take such acts and to execute such documents on behalf of
the Company as may be required to implement the Transaction Documents and the
transactions contemplated therein.


	
   
	
   

	
  2.
	
  Increase of Pool under Company’s Employee
  Share Option Plans




          VOTE
AGAINST: Qualitau Ltd., holding 1% of the voting power of the Shareholders present, 1.013% of the voting
power of Preferred Shareholders present;


          VOTE
FOR: All other Shareholders presented, holding 99% of the voting power of the Shareholders present and 98.987%
of the voting power of the Preferred Shareholders
present.


          RESOLVED,
by the aforementioned majority, that immediately prior to the Closing, the
number of Ordinary Shares reserved for allocation under the Company’s Employees Share Option Plans shall be increased so
as to equal 10% of the Company’s
share capital on an as converted and fully diluted basis, immediately following the Closing (excluding for the purpose
of such fully diluted basis calculation the warrants to purchase Series
AA Preferred Shares).


	
   
	
   

	
  V.
	
  APPROVAL
  OF INTERESTED PARTY TRANSACTION




          VOTE
AGAINST: Qualitau Ltd., holding 1% of the voting power of shareholders present;


          VOTE
FOR: All other
Shareholders presented, holding 99% of the voting power of the shareholders
present.


          RESOLVED,
by the aforementioned majority, that the shareholders of the Company are aware that it may be alleged that
certain of the directors of the Company have personal interests in the above
matters and the transactions contemplated
under the Transaction Documents, either as direct parties thereto or due
to their interests in parties thereto.


          FURTHER
RESOLVED, to approve the above matters and the transactions contemplated under the Transaction Documents,
as if it was deemed an “Interested Party Transaction” pursuant to the Companies
law, 5759-1999, due to the nature of the relationship existing between certain
parties to the Transaction Documents and their officers and directors and the
Company and its officers and directors;










	
   
	
   

	
  VI.
	
  WAIVER OF RIGHTS

	
   
	
   

	
  1.
	
  Waiver of Anti-Dilution Rights




          VOTE
AGAINST: Qualitau Ltd., holding 1.013% of the voting power of Preferred Shareholders
present and 2.705% of the voting power of Series AA Preferred Shareholders present;


          VOTE
FOR: All other
Preferred Shareholders presented, holding 98.987% of the voting power of the
Preferred Shareholders present, 97.275% of the voting power of Series AA Preferred Shareholders present and
100% of the voting power of the holders
of each of the Company’s Series BB-1, BB-2, BB-3 and BB-4 Preferred shares.


          RESOLVED
AS FOLLOWS, by the aforementioned majority of (i) the holders of the Company’s
Preferred Shares, (ii) the holders of the Company’s Series AA Preferred Shares and unanimously
by (iii) the holders of the Company’s Series BB Preferred Shareholders and (iv) holders of each
BB-1, BB-2, BB-3 and BB-4 Preferred
Shares, each of them voting as a separate class;


          WHEREAS,
upon the consummation of the transactions contemplated under the Transaction Documents, the holders
of Series AA Preferred Shares shall not
receive that certain anti-dilution protection such holders would have been entitled
to receive upon the Closing under Article 9(c) of the Current Articles; and


          WHEREAS,
upon the consummation of the transactions contemplated under the Transaction
Documents, the holders of Series BB-1, BB-2, BB-3 and BB-4 Preferred Shares (the “BB Preferred Holders”) shall not
receive
the full anti-dilution protection such BB
Preferred Holders would have been entitled to receive upon the Closing under Article 9(c)(l) of the Current Articles,
but rather only BB Preferred Holders
who become Participating Investors (as such term is defined in the A1 Purchase Agreement) shall
receive, immediately prior to the Closing only a partial protection;


          BE
IT RESOLVED, in accordance with Article 9(c)(5)(H) of the Current Articles, to
irrevocably waive their rights of anti-dilution protection under Article
9(c)(2) of the Current Articles with respect to the Closing and the
transactions contemplated under the Transaction Documents; and


          FURTHER
RESOLVED, in accordance with Article 9(c)(5)(H) of the Current Articles, to irrevocably waive,
subject to the issuance of the Anti-Dilution Ordinary
Shares (as defined above) their full rights of anti-dilution protection under Article 9(c)(l) of the Current Articles with
respect to the Closing and the transactions
contemplated under the Transaction Documents, such that only BB Preferred
Holders who become Participating Investors (as such term is defined in the A1 Purchase Agreement) shall receive,
immediately prior to the Closing only a partial
anti-dilution protection all as set forth in Section l.l(iv) of the A1 Purchase
Agreement.









	
   
	
   

	
  2.
	
  Waiver of pre-Emptive Rights and other
  Rights




          VOTE
AGAINST: None


          VOTE
FOR: All Shareholders present.


          RESOLVED
UNANIMOUSLY AS FOLLOWS, by vote of the shareholders of the Company, the
Preferred Shareholders and the shareholders who are Major Holders (as defined in the Current Articles):


          WHEREAS,
the Company’s Board of Directors has previously decided to offer all the Preferred
Shareholders of the Company to participate in the proposed financing contemplated
under the A1 Purchase Agreement, each in its Pro Rata Portion, as such term is
defined in Section 1.3 of the A1 Purchase Agreement;


          BE
IT RESOLVED, to irrevocably waive the rights of pre-emptive under Article 14 of the Current Articles with
respect to the Closing and the transactions contemplated
under the Transaction Documents;


	
   
	
   

	
  3.
	
  Change of Rights




          VOTE
AGAINST: Qualitau Ltd., holding 1% of the voting power of the Shareholders
present, 1.013% of the voting power of Preferred Shareholders present and 2.705% of the voting power of Series AA
Preferred Shareholders present;


          VOTE
FOR: All other Shareholders presented, holding 99% of the voting power of the Shareholders present, 98.987% of
the voting power of the Preferred Shareholders
present, 97.275% of the voting power of Series AA Preferred Shareholders
present, 100% of the voting power of the holders of each of the Company’s Series BB-1, BB-2, BB-3 and BB-4
Preferred shares and 100% of the voting power of the Ordinary
Shareholders present.


          RESOLVED
AS FOLLOWS, by aforementioned majority of (i) all the Shareholders present,
(ii) the Preferred Shareholders and (iii) the Series AA preferred Shareholders,
and unanimously by (i) the Ordinary Shareholders, (ii) the BB Preferred Shareholders, and (iii)
holders of series of BB-1, BB-2, BB-3 and BB-4 Preferred Shares, each voting as a separate class;


          RESOLVED,
to approve the changes in rights and privileges attached to the Company’s Ordinary Shares, Series AA Preferred
Shares, Series BB-1 Preferred Shares,
Series BB-2 Preferred Shares, Series BB-3 Preferred and Shares Series BB-4 Preferred Shares, respectively, resulting from
the consummation of the transactions contemplated
under the Transaction Documents, the Recapitalization, the terms of the A1 Purchase Agreement
and the New Articles












	
   
	
   

	
  VII.
	
  OMNIBUS RESOLUTIONS




          VOTE
AGAINST: Qualitau Ltd., holding 1% of the voting power of shareholders present;


          VOTE
FOR: All other Shareholders presented, holding 99% of the voting power of the shareholders present.


          RESOLVED
AS FOLLOWS, by the aforementioned majority:


          RESOLVED,
that the shareholders of the Company deem the actions sanctioned by the foregoing resolutions to be
advisable and in the best interests of the Company
and its shareholders.


          RESOLVED,
that any of the officers and directors of the Company be, and each of them
hereby is, authorized to prepare, execute, deliver and perform, as the case may be, such
agreements, amendments, applications, approvals, certificates, communications,
consents, demands, directions, documents, further assurances, instruments, notices,
orders, requests resolutions, supplements or undertakings, as each such officer, in
his discretion, shall deem necessary or advisable to carry out the intent and
purposes of the foregoing resolutions; and that the preparation, execution, delivery and performance of any such
agreements, amendments, applications, approvals,
certificates, communications, consents, demands, directions, documents, further
assurances, instruments, notices, orders, requests, resolutions, supplements or
undertakings shall be conclusive evidence of the approval of the
Company’s Board of Directors thereof and all matters relating thereto.


          RESOLVED,
that any and all actions heretofore taken by the officers of the Company in the name and on behalf of the
Company in furtherance of the preceding resolutions, are hereby ratified,
approved and adopted.


[THE REMAINDER OF THIS PAGE IS INTETIONALLY LEFT
BLANK]









Adjournment


There have been no further matters to come before the meetings, upon
motion duly made, each of the meetings were adjourned.


	
   
	
   

	
  Secretary of the Meeting Approved:
	
   

	
  
	
   

	
  

	
   

	
  Oz  Desheh
	
   

	
   
	
   

	
  Chairman of the Meeting Approved
	
   

	
  
	
   

	
  

	
   

	
  Aaron Mankovsky
	
   














Schedule 1.5(a)(ii)(a)  



			
			
			
	SHARES XXX 	 	NUMBER O1-XXX 
	 	 	 
		NEGEVTECH LTD. 	
	 	 	 
	Share Certificate  	 
	 	 	 
	
    [Shareholder]

This is to certify that





Is the Registered Holder of                XXX



[class] Shares of par value NIS 1.00 each,



Numbered                                   XXX - XXX



Inclusive, fully paid up in the above named Company, subject to



The Memorandum and Articles of Association of the Company.  	 
	 	 Given under the Company's Stamp



This __th day of ___, 2007 	 
	 	 	 
	——————————————

DIRECTOR	COMPANY STAMP	——————————————

 DIRECTOR
	 	 	 



















Schedule 1.5(a)(ii)(b)  



Affidavit of Loss  



The undersigned states and undertakes
as follows: 



	 	1.       
The
undersigned is the true, lawful, present and sole holder of Share           Certificate
No. ______ (the “Share Certificate”), issued on           _________
evidencing ownership by the undersigned of ___________ Shares, par           value NIS
_______ per share, of Negevtech Ltd. (“Negevtech”). A
          photocopy of the Share Certificate is annexed hereto.  






	 	2.       
The
undersigned hereby certifies that the Share Certificate has in some manner
          become lost or destroyed and cannot be located. The undersigned believes that
          the Share Certificate has been lost or destroyed because the undersigned has
          diligently searched for it and has been unable to locate it. In the event that
          it is found, the undersigned will forthwith deliver it to Negevtech.  






	 	3.       
The
undersigned declares, represents and warrants that neither the Share
          Certificate nor the shares it represents nor any rights or interests therein
          were endorsed, and have not been pledged, charged, mortgaged, sold, delivered,
          transferred, assigned or otherwise encumbered in any way and no other party has
          any rights therein.  






	 	4.       
The
undersigned hereby agrees to indemnify and hold Negevtech and its respective
          successors and assigns harmless from and against any loss, damage, cost,
expense           (including reasonable attorneys’ fees) or liability that Negevtech
or any           of the aforesaid may suffer, sustain or become subject to, resulting
from or           relating to the Share Certificate, its loss and/or the issuance and
delivery of           a replacement certificate or certificates.  






	 	5.       
The
undersigned hereby further undertakes to promptly take all such actions and           to
execute such documents as may be required pursuant to applicable law or
          reasonably requested by Negevtech in connection with the above and agrees to
          bear all legal fees and other costs and expenses with respect thereto.  






	 	6.       
The
undersigned hereby represents that this Affidavit of Loss is made for the
          purpose of inducing Negevtech and its respective transfer agents, registrars
and           trustees, if any to refuse to recognize any person or entity other than the
          undersigned as the owner of the Share Certificate and to refuse to make any
          payment, transfer, registration, delivery or exchange called for by reliance on
          the Share Certificate to any person or entity other than the undersigned and to
          refuse to take any other action with respect to the Share Certificate pursuant
          to the request or demand of any person or entity other than the undersigned.  





Signed and delivered on this __ day of _______, 2007.

                                                                                  ____________________















Schedule 1.5(a)(iii)  


ACTION BY UNANIMOUS WRITTEN CONSENT

OF THE DIRECTORS OF

NEGEVTECH LTD. (THE "COMPANY")

DATED JULY __, 2007 









The undersigned, constituting all of
the members of the Board of Directors of the Company (the “Board”), hereby adopt
the following resolutions by way of unanimous written consent in lieu of holding a formal
meeting, effective as of the date first written above, and hereby waive any notice
whatsoever in connection therewith.  



	I.  	INTERESTED
PARTY TRANSACTIONS  






        WHEREAS,
it is hereby disclosed or made known to the Board that the majority of the Company’s
directors are officers or directors or partners in, or have a financial interest in
certain of the Company’s shareholders and therefore each of them may be considered as
an “Interested Party”, as such term is defined under the Companies Law 1999 with
respect to the approval and authorization of the Recapitalization, the A1 Purchase
Agreement and the Closing, (as such terms are defined below); and 



        WHEREAS,
all the members of the Board are aware of the material facts related to Recapitalization,
the A1 Purchase Agreement and the Closing and have had an adequate opportunity to ask
questions regarding, and investigate the nature of, the relationships and/or interests of
each Interested Party in connection with thereto; and 



        WHEREAS,
after careful consideration, the Board has determined that the terms and conditions of the
proposed Recapitalization, the A1 Purchase Agreement and the Closing are just and
equitable and fair as to the Company and that it is in the best interests of the Company
and the shareholders of the Company to perform and execute the Recapitalization, the A1
Purchase Agreement and the Closing; and 



        WHEREAS,
the shareholders of the Company have previously decided the Recapitalization, the
A1 Purchase Agreement, the Closing and the transactions contemplated under the Transaction
Documents (as defined below), to be advisable and in the best interests of the Company and
its shareholders and further approved such transactions and matters as if they were deemed
an “Interested Party Transaction” pursuant to the Companies law, 5759-1999, due
to the nature of the relationships existing between certain parties to the Transaction
Documents and their officers and directors and the Company and its officers and directors; 



        NOW
THEREFORE, the following resolutions have been adopted and approved by the Board; 











	II.  	CONVERSION
OF PREFERRED SHARES  






        WHEREAS,
(i) the holders of the Company’s Preferred Shares, (ii) the holders of the
Company’s Series AA Preferred Shares and (iii) the holders of the Company’s
Series BB-1, BB-2, BB-3 and BB-4 Preferred Shares, have previously elected, in accordance
with Article 9(a)(2) of the Company’s articles of association (the “Current
Articles”) to convert all outstanding Preferred Shares of the Company into
Ordinary Shares of the Company (the “Ordinary Shares”), on a one to one
basis, to be effective subject to and immediately prior to the closing of the
Company’s proposed Series A1 Preferred Shares financing under the proposed Series A1
Purchase Agreement substantially in the form attached hereto as Exhibit
A (the “Closing”, the “A1 Purchase
Agreement”, respectively); 



        BE
IT RESOLVED, to approve the aforementioned conversion authorized by the Company’s
shareholders, by the following actions to be effective immediately prior to and
conditioned upon the Closing; 



         (a)       
          the conversion of all of the issued and outstanding Series AA Preferred Shares
          and Series BB-1, BB-2, BB-3 and BB-4 Preferred Shares of the Company, nominal
          value NIS 0.01 each, currently held by all holders of Preferred Shares (the
          “Original Preferred AA Shares”, “Original Preferred BB
          Shares”, respectively) into the same number, on a one to one basis, of
          fully paid and non-assessable Ordinary Share of the Company, nominal value 0.01
          NIS (the “Converted Ordinary Shares”); 



        Pursuant
to Article 9(b)(2) of the Current Articles, such conversion shall be deemed to have taken
place automatically regardless of whether the certificates representing the Original
Preferred AA Shares and the Original Preferred BB Shares have been tendered to the Company
but from and after such conversion any such certificates not tendered to the Company shall
be deemed to evidence solely the Ordinary Shares received upon such conversion and the
right to receive a certificate for such Ordinary Shares; 



         (b)       
          the change of the Company’s registered share capital by converting all of
          the registered (authorized) and unissued Series AA Preferred Shares and Series
          BB-1, BB-2, BB-3 and BB-4 Preferred Shares of the Company into the same number
          of authorized and unissued Ordinary Shares of the Company, nominal value NIS
          0.01 each. 



         (c)       
          the automatic adjustment of all outstanding warrants issued by the Company to
          purchase Original Preferred AA Shares (to the extent not cancelled) and warrants
          to purchase Original Preferred BB Shares, into warrants to purchase the same
          number of Ordinary Shares of the Company, nominal value NIS 0.01. 



        The
Company’s share capital following the foregoing actions shall be as described in the
capitalization table attached hereto as Exhibit B1. 











	III.  	RECAPITALIZATION  






        WHEREAS,
the shareholders of the Company and each series of Preferred Shares voting as a single
class (and all holders of series of BB1, BB2, BB3 and BB4 Preferred Shares also voting
together as a single class), have previously approved a recapitalization of the
Company’s registered and issued share capital as proposed under the A1 Purchase
Agreement, to be effective subject to and immediately prior to the Closing (the
“Recapitalization”); 



        BE
IT RESOLVED, that the Recapitalization shall be authorized and approved, effective
immediately prior to and conditioned upon the Closing, such that the following actions
shall be executed immediately prior to the Closing and immediately after the issuance of
the Converted Ordinary Shares under the foregoing resolution: 



	1.  	Reallocation  






        RESOLVED,
to approve, as part and for the purposes of effecting the Recapitalization previously
approved and authorized by the shareholders of the Company, an increase in the
Company’s share capital, from NIS 964,500 to NIS 8,000,000, by registering additional
703,550,000 Ordinary Shares of the Company, nominal value NIS 0.01 each, such that
following such increase the Company’s registered share capital shall consist of NIS
8,000,000 divided into 800,000,000 Ordinary Shares of the Company, nominal value NIS 0.01
each; 



        FURTHER
RESOLVED, to issue an additional number of fully paid and non-assessable Ordinary Shares
to each holder of Original Preferred AA Shares and Original Preferred BB Shares, as set
forth in Column I of the Reallocation Table attached hereto as
Exhibit B2 (the “Reallocation Ordinary Shares”), so
as to bring the total number of the Converted Ordinary Shares and the additional Ordinary
Shares so issued to 99% of the fully diluted share capital of the Company (the fully
diluted share capital shall exclude for such purpose any warrants to purchase Preferred AA
Shares, as adjusted pursuant to the foregoing resolution, to be allocated among the
holders of Original Preferred AA Shares and Original Preferred BB Shares in proportion to
the total cash amounts previously paid to the Company for the purchase of all such
Original Preferred AA Shares and Original Preferred BB Shares held by them; 



	2.  	Consolidation  






        BE
IT RESOLVED, to issue to certain shareholders of the Company immediately after the
issuance of Ordinary Shares under the foregoing resolution and prior to the c
Consolidation (as defined below), an additional number of Ordinary Shares, as indicated in
Column G of the Consolidation Table attached hereto as
Exhibit B3, reflecting the number of shares necessary in order to
round to the nearest whole number fractions of shares which otherwise would have been
resulted from such Consolidation; Any other fractions of shares resulted from such
Consolidation shall be rounded down to the nearest whole number (as reflected in the
Consolidation Table attached hereto as Exhibit B). The
Ordinary Shares so issued shall be considered part of the Reallocation Ordinary Shares. 











        FURTHER
RESOLVED, to consolidate, immediately after the foregoing issuance of Ordinary Shares, the
entire share capital of the Company by a ratio of 100:1 (the
“Consolidation”). 



	3.  	Anti-Dilution
Protection  






RESOLVED, to issue, immediately after
the completion of the Consolidation, to each holder of Original Preferred BB Shares who is
a Participating Investor (as defined in the A1 Purchase Agreement), in consideration of
the waiver by the holders of Original Preferred BB Shares of the existing full-ratchet
anti-dilution protection attached to the Original Preferred BB Shares, such additional
number of Ordinary Shares as indicated in Column I  of the
Anti-Dilution Protection Table attached hereto as Exhibit B4,
 reflecting an effect of 85% of the full-ratchet protection such holders of Original
Preferred BB Shares would have been entitled to receive upon the Closing, had such
protection been applied to the Ordinary Preferred B Shares (as defined below) received by
such holders, assuming a price per Ordinary Preferred B Share that is equal to
US$20,000,000 divided by the aggregate number of Converted Ordinary Shares and
Reallocation Ordinary Shares (the “Anti-Dilution Ordinary Shares”); 



The Converted Ordinary Shares, the
Reallocation Ordinary Shares and the Anti-Dilution Ordinary Shares shall together be
referred to as the “Recap Ordinary Shares”. 



	4.  	Adjustment
of Warrants  







        RESOLVED,
to approve the automatic adjustment, as resulting from the Consolidation, of the number of
Ordinary Shares purchasable under, and the exercise price of, all outstanding warrants
issued by the Company to purchase Original Preferred AA Shares (to the extent not
cancelled) and warrants to purchase Original Preferred BB Shares, previously adjusted
under the foregoing resolution of Section II(c) above, into warrants to purchase Ordinary
Shares of the Company. 



	IV.  	ADOPTION
OF NEW ARTICLES & INCREASE OF SHARE CAPITAL  






        WHEREAS,
in connection with the Closing and as a result of the Recapitalization, it is necessary to
adopt certain changes to the Current Articles; and 



        WHEREAS,
without limitation from the generality of the above, it is necessary to increase the
Company’s registered share capital in effect following the Recapitalization and to
create (i) the Company’s Series A1 Preferred Shares proposed to be sold upon the
Closing, (ii) the Ordinary Preferred A Shares and (iii) the Ordinary Preferred B Shares; 











        BE
IT RESOLVED, to approve the adoption by the Company’s shareholders, subject to and
effective immediately prior to the Closing, of the New Articles of Association
substantially in the form attached hereto as Exhibit C (the
“New Articles”), as the Articles of Association of the Company, such New
Articles to be filed by the Company with the Registrar of Companies, in place of the
Current Articles; 



        FURTHER
RESOLVED, as part of the adoption of the New Articles, to approve the increase of the
Company’s registered share capital such that following the Recapitalization and the
Closing (as such terms defined above), the registered share capital of the Company shall
consist of 56,000,000 NIS, divided into 30,000,000 Ordinary Shares of par value NIS 1.00
per share, 12,500,000 Series A1 Preferred Shares, of par value NIS 1.00 per share,
3,500,000 Ordinary Preferred A Shares, of par value NIS 1.00 NIS per share and 10,000,000
Ordinary Preferred B Shares, of par value NIS 1.00 per share; 



	V.  	APPROVAL
OF SERIES A1 PREFERRED SHARES FINANCING  






	1.  	Sale
& Issuance of Series A1 Preferred Shares and Approval of Additional Transactions  






        WHEREAS
the Board deems it advisable to approve and authorize the proposed financing under the A1
Purchase Agreement (as defined above) and believes that the consummation of the
transactions provided for therein do not prejudice the best interests of the Company; 



        BE
IT RESOLVED to authorize and approve the execution, delivery and performance of the A1
Purchase Agreement and the consummation of the transactions provided for therein and the
performance by the Company of its obligations thereunder, including, inter alia, (i) the
issuance and sale of such number of the Company’s Series A1 Preferred Shares to each
of the Participating Investors (as defined in the A1 Purchase Agreement), as indicated
opposite such Participating Investor’s name in the Post-Closing Capitalization Table
attached hereto as Exhibit D, (ii) the conversion of the Recap
Ordinary Shares (as defined above) held by each Participating Investor into Ordinary
Preferred A Shares and/or Ordinary Preferred B Shares, as indicated opposite such
Participating Investor’s name in the Post-Closing Capitalization Table attached
hereto as Exhibit D, (iii) the issuance of any shares issuable upon
the conversion of the Series A1 Preferred Shares, the Ordinary Preferred A Shares and the
Ordinary Preferred B Shares, and (iv) the payment and conversion of the Loan Amounts (as
defined in and subject to the terms of Section 1.6(c) of the A1 Purchase Agreement), all
of the above without need for any further act, approval or authority of the Board, and all
ancillary transactions, documents, schedules and exhibits contemplated by and/or
associated with the A1 Purchase Agreement (whether or not approved separately herein); 



        FURTHER
RESOLVED to reserve at all times a sufficient number of unissued Ordinary Shares to allow
for the conversion of the Company’s Preferred Shares (including Ordinary Preferred
Shares) of all classes, as set forth in the New Articles, and to authorize the issuance of
such Ordinary Shares upon the occurrence of such future conversion, all in accordance with
the terms and conditions applicable to the conversion of such Preferred Shares in the New
Articles; 











        FURTHER
RESOLVED, that such Series A1 Preferred Shares, Ordinary Preferred A Shares, Ordinary
Preferred B Shares and Ordinary Shares into which such shares may be converted and any
additional Ordinary Shares issued in connection with such conversion, when issued and paid
for in accordance with the provisions of the A1 Purchase Agreement and the New Articles,
will be duly authorized, validly issued, fully paid and non-assessable (provided that
until such time as the Remainder Amount (as defined in the A1 Purchase Agreement) is due,
all Series A1 Preferred Shares shall be deemed fully paid and as of the time the Remainder
Amount becomes due only a portion of the Series A1 Preferred Shares held by a
Participating Investor that equal to the Remainder Amount due from such Participating
Investor but not paid by it, divided by the Price Per Share (as defined in the A1 Purchase
Agreement) shall be deemed not fully paid); 



        FURTHER
RESOLVED, to authorize and approve that certain Amended and Restated Shareholders Rights
Agreement, between the Company and the parties thereto, as defined therein, substantially
in the form attached hereto as Exhibit E (the “Amended
Shareholders Rights Agreement”), including, inter alia, the execution,
delivery and performance of the Amended Shareholders Rights Agreement; 



        FURTHER
RESOLVED, to authorize and approve the execution, delivery and performance of Indemnity
and Release Agreements, substantially in the form attached hereto as Exhibit
F, between the Company and Albert Joseph Markus, Amichai Steinberg and Rafi
Yizhar, all subject to the approval of the Company’s shareholders 



        FURTHER
RESOLVED to authorize any two of the directors of the Company to execute and deliver the
A1 Purchase Agreement, the Amended Shareholders rights Agreement and all ancillary
documents and instruments (the “Transaction Documents”) on behalf of the
Company, with such changes therein or additions thereto as such directors executing the
Transaction Documents shall deem advisable; and finally 



        FURTHER
RESOLVED to authorize and approve any other matter described or set forth in the
Transaction Documents which requires the authorization or approval of the Board and to
authorize any two of the directors of the Company to take such acts and to execute such
documents on behalf of the Company as may be required to implement the Transaction
Documents and the transactions contemplated therein. 



	2.  	Increase
of Pool under Company’s Employee Share Option Plans  






        RESOLVED,
that immediately prior to the Closing, the number of Ordinary Shares reserved for
allocation under the Company’s Employees Share Option Plans shall be increased so as
to equal 10% of the Company’s share capital on an as converted and fully diluted
basis, immediately following the Closing, (excluding from the fully diluted basis for such
purpose all existing warrants to purchase Series AA Preferred Shares, as adjusted under
the foregoing resolutions, to the extent not cancelled). 












	3.  	Change
of Director’s Position  






        RESOLVED,
that conditioned upon the occurrence of the Closing, Mr. Amichai Steinberg, the director
previously designated to the Company’s Board of Directors by Orbotech Technology
Ventures L.P., in accordance with Article 65(a)(1) of the Current Articles, is hereby
appointed to serve as an industry expert in the Company’s Board of Director in
accordance with Article 65(a)(2) of the New Articles. 





	 VI.  	OMNIBUS
RESOLUTIONS 






        RESOLVED,
that the undersigned deem the actions sanctioned by the foregoing resolutions to be
advisable and in the best interests of the Company and its shareholders. 



        RESOLVED,
that any of the officers and directors of the Company[ be, and each of them hereby is,
authorized to prepare, execute, deliver and perform, as the case may be, such agreements,
amendments, applications, approvals, certificates, communications, consents, demands,
directions, documents, further assurances, instruments, notices, orders, requests
resolutions, supplements or undertakings, as each such officer, in his discretion, shall
deem necessary or advisable to carry out the intent and purposes of the foregoing
resolutions; and that the preparation, execution, delivery and performance of any such
agreements, amendments, applications, approvals, certificates, communications, consents,
demands, directions, documents, further assurances, instruments, notices, orders,
requests, resolutions, supplements or undertakings shall be conclusive evidence of the
approval of the Board thereof and all matters relating thereto. 



        RESOLVED,
that any and all actions heretofore taken by the officers of the Company in the name and
on behalf of the Company in furtherance of the preceding resolutions, are hereby ratified,
approved and adopted. 



[THE REMAINDER OF THIS
PAGE IS INTETIONALLY LEFT BLANK] 












[Signature Page –
Board Written Consent of July 2007]  



In Witness Whereof, we have affixed
our signatures, effective as of the date first written above; 


			
	______________________	______________________	______________________
	Aaron Mankovsky	Bart Markus	Eddy Shalev
	 
	______________________	______________________	______________________
	Rafi Yizhar	Eran Gersht	Yaffa Krindel
	 
	______________________	______________________	 
	Amichai Steimberg	Jaron Lotan	 

















Schedule 1.5(a)(vii)  


To

[_____________]





Dear Sir, 



Re: Indemnification
and Release  



This letter is being issued to you
pursuant to the resolutions adopted by the Board of Directors of Negevtech Ltd. (the
“Company”) on ___________, 2007, (and shall be presented to the approval of the
shareholders as soon as possible). 



	1.  	The
Company hereby undertakes to indemnify you to the maximum extent permitted
               by applicable law in respect of: 






	 	1.1 	Any
financial oligation imposed on you in favor of any other person and/or entity pursuant to
any judgment including any judgment by way of compromise or any judgment of an arbitrator
certified by a competent court within the framework of any legal proceedings taken
against you, if any, due to any act or omission (collectively hereinafter referred to as
an “Action”) taken or not taken, or made or not made, by you in your capacity
as an Office Holder of the Company (as such term is defined in the Israeli Companies Law,
1999, as amended (the “Companies Law”); 






	 	1.2 	All
reasonable litigation expenses, including, but not limited to, attorney’s fees and
the fees and expenses of investigators, accountants and other experts, which you may pay,
or be obligated to pay by the court, (i) in relation to the opposing by you of any legal
proceedings, which are instituted against you by the Company or in its name or by any
other person; or (ii) in any criminal proceedings in which you are acquitted; or (iii) in
any criminal proceedings regarding a crime which does not require proof of mens rea (criminal
intent) in which you are convicted; or (iv) in any administrative or investigative
proceedings that do not result in criminal proceedings against you and without any
monetary liability being imposed on you in lieu of criminal proceedings or that result in
criminal proceedings in which you are acquitted, or (v) in any administrative or
investigative proceedings that do not result in criminal proceedings against you but
result in the imposition of a monetary liability in lieu of criminal proceedings provided
it is in respect of a criminal action that does not require proof of criminal intent; or
(vi) in preparation or defense with respect to any threatened or pending proceedings as
aforesaid; all to the extent permitted pursuant to the Companies Law and in respect of
actions taken by you in your capacity as an Office Holder of the Company 















	 	
The
above indemnification will also apply to any action taken by you in your capacity as an
Office Holder of any other company controlled, directly or indirectly, by the Company or
in fulfilling the position of an Office Holder and/or and observer at the board of
directors’ meetings of any other entity at the request of the Company (each of the
aforesaid entities shall be referred to hereinafter as an “Affiliate”). 






	2.  	The
Company will not indemnify you for any amount you may be obligated to pay in
          respect of: 






	 	2.1 	A
breach of your duty of loyalty to the Company; provided, that the Company will
indemnify you for a breach of your duty of loyalty if in committing such breach you acted
in good faith and had reasonable grounds to assume that your action would not harm the
Company. 






	 	2.2 	A
breach of your duty of care to the Company committed intentionally or recklessly. 






	 	2.3 	An
action taken with the intent of unlawfully realizing personal gain. 






	 	       2.4 	A
fine or penalty imposed upon you.






	 	2.5 	A
counterclaim made by the Company or in its name in connection with a claim against the
Company filed by you, other than for indemnification hereunder. 






	3.  	The
Company will make available all amounts needed in accordance with paragraph
               1 above on the date on which such amounts are first payable by you
               (“Time of Indebtedness”), and with respect to items
referred to                in paragraph 1.2 above, on an ongoing basis, as and when
payable by you, even                prior to a court decision, and in any event within
five (5) business days from                your first written request. Advances given to
cover legal expenses in criminal                proceedings or in administrative or
investigative proceedings that result in                criminal proceedings will be
repaid by you to the Company if you are found                guilty (other than with
respect to criminal proceedings regarding a crime which                does not require
proof of criminal intent). 






	 	
As
part of the aforementioned undertaking, the Company will make available to you any
security or guarantee that you may be required to post in accordance with an interim
decision given by a court or an arbitrator, including for the purpose of substituting
liens imposed on your assets.  






	 	
All
amounts paid as indemnification pursuant hereto will be grossed-up to cover any tax
payments you may be required to make if the indemnification payments are taxable to you.  






	4.  	The
Company will indemnify you even if at the relevant Time of Indebtedness you
               are no longer an Office Holder of the Company or of an Affiliate or board
               observer of an Affiliate, provided that the obligations are in respect of
               actions taken by you while you were an Office Holder and/or board
observer, as                aforesaid, and in such capacity, including if taken prior to
the above                resolutions, and the indemnity will extend to your heirs,
executors,                administrators and legal representatives. 






- 2 -








	5.  	The
indemnification is limited to the following categories of events relating
               to: 






	 	5.1	The
offering of securities by the Company and/or by a shareholder to the public and/or to
private investors or the offer by the Company to purchase securities from the public
and/or from private investors or other holders pursuant to a prospectus, agreements,
notices, reports, tenders and/or other proceedings. 






	 	5.2	Occurrences
resulting from the Company’s becoming or its status as a public company, and/or from
the fact that the Company’s securities were offered to the public and/or are traded
on a stock exchange, whether in Israel or abroad. 






	 	5.3	Occurrences
in connection with investments the Company and/or Affiliates make in other corporations
whether before and/or after the investment is made, entering into the transaction, the
execution, development and monitoring thereof, including actions taken by you in the name
of the Company and/or an Affiliate as an Office Holder and/or board observer of the
corporation the subject of the transaction and the like. 






	 	5.4	The
sale, purchase and holding of negotiable securities or other investments for or in the
name of the Company and/or an Affiliate. 






	 	5.5	Actions
in connection with the merger of the Company and/or an Affiliate with or into another
entity, the sale of any, including all, or substantially all, of the Company’s
and/or an Affiliate’s assets (which inlcude, inter-alia, operations and/or
business), a Tender Offer, a Forced Sale of Shares, Arrangement and Compromise (as such
capitalized terms are defined in the Companies Law) or any reorganization, merger or
consolidation of whatever kind or nature within the meaning of any law applicable to such
claim or demand. 






	 	5.6	Without
derogating from the generality of the above, actions in connection with the purchase,
lease or sale of companies, legal entities, business, securities or assets, and the
division or consolidation thereof. 






	 	5.7	Actions
taken in connection with labor relations and/or employment matters in the Company and/or
in Affiliates and trade relations of the Company and/or Affiliates, including with
employees, independent contractors, customers, suppliers and various service providers. 






- 3 -







	 	5.8	Actions
in connection with the testing of products developed by the Company and/or by Affiliates
or in connection with the certification, distribution, sale, license or use of such
products. 






	 	5.9	Actions
taken in connection with the intellectual property of the Company and/or an Affiliate and
its protection, including the registration or assertion of rights to intellectual
property and the defense of claims related to intellectual property. 






	 	5.10	Actions
taken pursuant to or in accordance with the policies and procedures of the Company and/or
its Affiliates, whether such policies and procedures are published or not. 






	 	5.11 	The
obligation to disclose information to shareholders of the Company (whether past, current
or prospective). 






	 	5.12 	Dealings
by the Company and/or an Affiliate with third parties, including agents, employees,
customers, suppliers, creditors or others. 






	 	5.13 	Presentations
or reports submitted or delivered to shareholders (whether current or prospective),
customers or creditors of the Company. 






	 	5.14 	Any
matter relating to financial reports, accounting or book-keeping of the Company and/or an
Affiliate or failure to pay, report or keep any foreign, federal, state, county, local,
municipal or city taxes or other mandatory payment. 






	 	5.15 	Any
claim or demand made by any third party suffering any personal injury or damage to
business or personal property through any action attributed to the Company and/or an
Affiliate, or their respective employees, agents or other persons acting or allegedly
acting on their behalf. 






	 	5.16 	Any
administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand
letters, directives, claims, liens, investigations, proceedings or notices of
noncompliance or violation by any governmental entity, including the Office of the Chief
Scientist or the Investments Center of the Israeli Ministry of Industry, Trade and Labor,
the Israeli Antitrust Authority or the Israel Securities Authority, or other person
alleging the failure to comply with any statute, law, ordinance, rule, regulation, order
or decree of any governmental entity applicable to the Company or any of its Affiliates,
or any of their respective businesses or operations. 






	6.  	The
total amount of indemnification that the Company undertakes towards all           persons
whom it has resolved to indemnify for the matters and in the           circumstances
described herein, jointly and in the aggregate, shall not exceed           the greater
of: 






- 4 -







	 	(a) 	An
amount equal to $10 Million US Dollars, according to the representative rate
               of exchange, or any other official rate of exchange that may replace it,
at the                Time of Indebtedness; or 






	 	(b) 	The
amount adjudicated against you jointly and severally with others. 






	 	(c) 	The
amount adjudicated against you subject to the limitations in paragraphs 6(a)
               and 6(b) above (the greater of the two) plus the amount adjudicated
against                others if their portion is not collected for any reason. 






	7.  	The
Company will not indemnify you for any liability with respect to which you
               have received payment by virtue of an insurance policy or another
               indemnification agreement other than for amounts which are in excess of
the                amounts actually paid to you pursuant to any such insurance policy or
other                indemnity agreement (including deductible amounts not covered by
insurance                policies), within the limits set forth in paragraph 6 above. 






	8.  	Subject
to the provisions of paragraphs 6 and 7 above, the indemnification will,
               in each case, cover all sums of money (100%) that you will be obligated to
pay,                in those circumstances for which indemnification is permitted under
the law. 






	9.  	The
Company will be entitled to any amount collected from a third party in
               connection with liabilities indemnified hereunder and which are in excess
of the                amount, if any, not indemnified by the Company. 






	10.  	In
all indemnifiable circumstances indemnification will be subject to the
               following: 






	 	10.1 	You
shall notify the Company of any legal proceedings initiated against you and of all
possible or threatened legal proceedings within seven (7) days from the day that you are
dully and lawfully first aware thereof, and that you transfer to the Company, or to such
person as it shall advise you, without delay all documents you receive in connection with
these proceedings. 






	 	
Similarly,
you must advise the Company on an ongoing and current basis concerning all events which
you suspect may give rise to the initiation of legal proceedings against you. 






	 	
Failure
to notify the Company as aforesaid will not relieve the Company of its indemnification
obligations pursuant hereto except to the extent that it has been actually prejudiced as
a result of such failure. 






	 	10.2 	Other
than with respect to proceedings that have been initiated against you by the Company or
in its name, the Company shall be entitled to undertake the conduct of your defense in
respect of such legal proceedings and/or to hand over the conduct thereof to any attorney
which the Company may choose for that purpose. 






- 5 -







	 	
In
the event that: (i) such attorney is not, upon reasonable grounds, acceptable to you,
(ii) the Company shall have not assumed the defense of the legal proceedings or has not
pursued the defense diligently, or (iii) the named parties to any such legal proceeding
include both you and the Company, and it is reasonably concluded that joint
representation is inappropriate under applicable standards of professional conduct due to
a conflict of interest between yourself and the Company, you will be entitled to appoint
an attorney of your own that shall accompany you in such procedure. Your attorney shall
be fully updated on the defense procedure, and the Company and the attorney conducting
the legal defense on behalf of the Company shall fully cooperate with your attorney,
including regularly consulting with your attorney on the measures taken in the course of
the defense. The Company shall indemnify you for all reasonable expenses incurred by you
in connection with engaging such attorney. 






	 	
The
Company and/or the attorney as aforesaid shall be entitled, within the context of the
conduct as aforesaid, to conclude such proceedings, all as it shall see fit, including by
way of compromise. At the request of the Company, you shall execute all documents
required to enable the Company and/or its attorney as aforesaid to conduct your defense
in your name, and to represent you in all matters connected therewith, in accordance with
the aforesaid. 






	 	
For
the avoidance of doubt, in the case of criminal proceedings the Company and/or the
attorneys as aforesaid will not have the right to plead guilty in your name or to agree
to a plea-bargain in your name without your consent. Furthermore, in a civil proceeding
(whether before a court or as a part of a compromise arrangement), the Company and/or its
attorneys will not have the right to admit to any occurrences that are not indemnifiable
pursuant to this Letter of Indemnification and Release and/or pursuant to law, or to
enter into any settlement, or compromise or consent to any judgement unless such
settlement, compromise or consent includes an unconditional release of you from all
liability arising out of the proceeding, without your consent. However, the aforesaid
will not prevent the Company and/or its attorneys as aforesaid, with the approval of the
Company, to come to a financial arrangement with a plaintiff in a civil proceeding
without your consent so long as such arrangement will not be an admittance of an
occurrence not indemnifiable pursuant to this Letter of Indemnification and Release
and/or pursuant to law and so long as it includes an unconditional release as aforesaid. 






- 6 -








	 	10.3 	You
will cooperate with the Company and/or any attorney as aforesaid in every reasonable way
as may be required of you within the context of their conduct of such legal proceedings,
provided that the Company shall cover all costs incidental thereto such that you will not
be required to pay the same or to finance the same yourself. 






	 	10.4 	If,
in accordance to paragraph 10.2, the Company has taken upon itself the conduct of your
defense, the Company will have no liability or obligation pursuant to this Letter of
Indemnification and Release or the above resolutions to indemnify you for any legal
expenses, including any legal fees, that you may expend in connection with your defense,
except as provided for in paragraph 10.2 above. 






	 	10.5 	The
Company will have no liability or obligation pursuant to this Letter of Indemnification
and Release or the above resolutions to indemnify you for any amount expended by you
pursuant to any compromise or settlement agreement reached in any suit, demand or other
proceeding as aforesaid if the Company’s consent to such compromise or settlement
was not given in advance, such consent not to be unreasonably withheld. 






	11.  	The
Company hereby exempts you and releases, to the fullest extent permitted by
                    law, from and against any liability for monetary or other damages due
to, or                     arising or resulting from a breach of your duty of care to the
Company, provided                     that in no event shall you be exempt with respect
to any actions listed in                     paragraph 2 above. 






	12.  	If
for the validation of any of the undertakings in this Letter of
                    Indemnification and Release any act, resolution, approval or other
procedure is                     required the Company undertakes to cause them to be done
or adopted in a manner                     which will enable the Company to fulfill all
its undertakings as aforesaid. 






	13.  	For
the avoidance of doubt, it is hereby clarified that nothing contained in
                    this Letter of Indemnification and Release or in the above
resolutions derogate                     from the Company’s right to indemnify you
post factum for any amounts which                     you may be obligated to pay as set
forth in paragraph 1 above without the                     limitations set forth in
paragraphs 5 and 6 above. 






	14.  	If
any undertaking or release included in this Letter of Indemnification and
                    Release is held invalid or unenforceable, such invalidity or
unenforceability                     will not affect any of the other undertakings or
releases which will remain in                     full force and effect. Furthermore, if
such invalid or unenforceable undertaking                     or release may be modified
or amended so as to be valid and enforceable as a                     matter of law, such
undertakings or releases will be deemed to have been                     modified or
amended, and any competent court or arbitrator are hereby authorized
                    to modify or amend such undertaking or release, so as to be valid and
                    enforceable to the maximum extent permitted by law. 






- 7 -







	15.  	This
Agreement shall be construed in accordance with and governed by the laws of
                    the State of Israel, without giving effect to rules of conflicts of
laws. The                     exclusive jurisdiction concerning any legal proceeding
arising between the                     parties concerning this agreement shall vest in
the competent court in the                     district of Tel Aviv. 






	16.  	The
Company shall bear all of your costs, including legal expenses, in enforcing
                    this Letter of Indemnification and Release against the Company. 






	17.  	This
Letter of Indemnification and Release contains the entire agreement and
                    understanding between the Company and yourself in respect of the
subject matter                     hereof and terminates and replaces any previous
agreement in such respect,                     provided however, that no previous
exemption or release (as opposed to indemnity                     undertakings) given to
you from and against any liability for monetary or other                     damages due
to, or arising or resulting from a breach of your duty of care to                     the
Company shall be affected. 






	 	
Sincerely,





Negevtech Ltd. 









- 8 -








Schedule 1.5(c)  



			Date: July 20, 2007 








	To:  	The
Research Committee





	 	
The
Office of the Chief Scientist 





	 	
PO
Box 2197 





	 	
Jerusalem,
91021  








Relating to projects that have been
financed by or are currently being financed by the Office of the Chief Scientist of the
Ministry of Industry, Trade and Labor (the “OCS”) and to projects of the
Company (as this term is defined below) that may be financed by the OCS in the future (the
“Projects”).  



UNDERTAKING  



The undersigned, [________________],
a [company/partnership] incorporated, organized and existing under the laws of
[______________] and whose registered offices is at [____________________________],
having, by an agreement dated July 20, 2007, committed to invest in Negevtech Ltd., an
Israeli company (the “Company”), in exchange for ___________ Shares par
value NIS 0.01 each of the Company; 



Recognizing that the Company’s
research and development Projects are currently, have been or will be financially
supported by the Government of the State of Israel through the OCS under and subject to
the provisions of The Encouragement of Research and Development in Industry Law 5744-1984
(the “R&D Law”) and the regulations, rules and procedures promulgated
thereunder; and 



Recognizing that the R&D Law
places strict constraints on the transfer of know-how and/or production rights, making all
such transfers subject to the absolute discretion of the OCS’ research committee (the
“Research Committee”), acting in accordance with the aims of the R&D
Law and requiring that any such transfer receive the prior written approval of the
Research Committee; 



HEREBY UNDERTAKE, 



To observe strictly all the
requirements of the R&D Law and the regulations, rules and procedures promulgated
thereunder, as applied to the Company and as directed by the Research Committee, in
particular those requirements stipulated under Section 19, 19A and 19B of the R&D Law
relating to the prohibitions on the transfer of know-how and/or production rights. 



As a shareholder of the Company, to
make all reasonable efforts that the Company shall not be in breach of the requirements of
the R&D Law and the regulations, rules and procedures promulgated thereunder, as
applied to the Company and as directed by the Research Committee, in particular those
requirements stipulated under Sections 19, 19A and 19B of the R&D Law relating to the
prohibitions on the transfer of know-how and/or production rights. 



Nothing herein shall be deemed as an
assumption by the undersigned of any of the obligations of the Company. 



By: ______________________ 



Name:
______________________ 



Title:
______________________ 













Schedule 1.6(c)  


List of Lenders


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
Bridge Loan 

  $2M

	
 

	
Bridge Loan
 $3M

	
 


	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
 

	
393,593

	
 

	
 

	
521,085
  

	
 


	
Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
 

	
36,386

	
 

	
 

	
48,172
  

	
 


	
Pitango Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
 

	
106,429

	
 

	
 

	
140,904
  

	
 


	
Pitango Parallel Investor Fund III (Israel), L.P

	
 

	
 

	
33,089

	
 

	
 

	
43,807
  

	
 


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
 

	
13,855

	
 

	
 

	
18,343
  

	
 


	
Pitango Venture Capital Fund Trusts 2000 Ltd.

	
 

	
 

	
27,709

	
 

	
 

	
36,685
  

	
 


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
 

	
276,287

	
 

	
 

	
365,782
  

	
 


	
Star Management of Investments No. II (2000) L.P.

	
 

	
 

	
36,298

	
 

	
 

	
48,055
  

	
 


	
Star Growth Enterprise, a German Civil Law Partnership (with
  limitation of Liability)

	
 

	
 

	
277,423

	
 

	
 

	
367,286
  

	
 


	
Genesis Partners II, L.D.C.

	
 

	
 

	
304,032

	
 

	
 

	
402,514
  

	
 


	
Genesis Partners II (Israel) L.P.

	
 

	
 

	
44,922

	
 

	
 

	
59,473
  

	
 


	
Poalim Ventures Ltd.

	
 

	
 

	
31,815

	
 

	
 

	
43,839
  

	
 


	
Poalim Ventures I Ltd.

	
 

	
 

	
48,947

	
 

	
 

	
67,444
  

	
 


	
Poalim Ventures II  L.P.

	
 

	
 

	
99,238

	
 

	
 

	
136,743
  

	
 


	
Wellington Partners Venture III Technology Fund L.P.

	
 

	
 

	
262,635

	
 

	
 

	
371,770
  

	
 


	
Amadeus III

	
 

	
 

	
 

	
 

	
 

	
318,256
  

	
 


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
 

	
 

	
 

	
9,843
  

	
 


	
 

	
 

	


	


	
 

	


	


	
 


	
Total 

	
 

	
 

	
1,992,658 

	
 

	
 

	
3,000,001 


	
 


	
 

	
 

	


	


	
 

	


	


	
 
















Schedule 2.1(a)  



THE COMPANIES LAW 



A COMPANY LIMITED BY
SHARES 



AMENDED AND RESTATED ARTICLES
OF ASSOCIATION OF 



NEGEVTECH LTD. 



PRELIMINARY 



	1.  	Reserved. 






	2.  	In
these Articles, unless the context otherwise requires: 






	 	
These
“Articles” – shall mean the Articles of Association of the Company
as shall be in force from time to time. 






	 	
“Amadeus”
– shall mean Amadeus III and Amadeus III Affiliates Fund LP and their Permitted
Transferees to which they transfer shares. 






	 	
The
“Amadeus Agreement” shall mean the Series BB-4 Preferred Share Purchase
Agreement dated September 26, 2006 between the Company and certain investors. 






	 	
“as
converted basis” – shall mean assuming the theoretical conversion of all
outstanding Preferred Shares into Ordinary Shares, at the then applicable conversion
ratio. 






	 	
“Board” or
“Board of Directors”– shall mean the Board of Directors of
the Company.  






	 	
“Business
Day” – shall mean a day on which commercial banks in Israel are open for
business (including, for the avoidance of doubt, Fridays). 






	 	
The
“Company” – shall mean NEGEVTECH LTD.  






	 	
The
“Companies Law” – shall mean the Companies Law, 5759-1999 as shall
be in effect from time to time and any other law that shall be in effect from time to time
with respect to companies and that shall apply to the Company. 






	 	
“Genesis”
– shall mean Genesis Partners II, L.D.C., Genesis Partners II (Israel) L.P. and their
Permitted Transferees to which they transfer shares. 






	 	
“Intel”
shall mean Intel Atlantic, Inc., a corporation established and existing under the laws of
the State of Delaware, USA. 






	 	
The
“Office” – shall mean the registered office of the Company as it
shall be from time to time.  






	 	
The
term “Major Holder” shall mean a holder of at least 2.5% of the issued
and outstanding shares of the Company, on an as converted basis and with respect solely to
Article 14 – a holder of at least 2% of the issued and outstanding shares of the
Company, on an as converted basis. 














	 	
“Majority
Preferred Shareholders” – shall mean the holders of the majority of the
issued and outstanding Preferred Shares (calculated on an as converted basis). 






	 	
“Ordinary
Shares” – shall mean Ordinary Shares of the Company, par value NIS 0.01
each.  






	 	
“Original
Issue Price” – shall mean: (i) with respect to the Series AA Preferred
Shares, $2.4385 per share, provided, that with respect to any Series AA Preferred Share
issued upon the exercise of warrants outstanding as of the closing of the Poalim
Agreement, the Original Issue Price shall be $3.4885and provided further that with respect
solely to Article 9 the Original Issue Price per each Series AA Preferred Share shall be
the same as the Original Issue Price of the Series BB-1 Preferred Shares; (ii) with
respect to the Series BB-1 Preferred Shares and the Series BB-3 Preferred Shares, $2.3194
per share; (iii) with respect to the Series BB-2 Preferred Shares, $1.97149 per share; and
(iv) with respect to the Series BB-4 Preferred Shares, $2.4354 per share, as such prices
may be adjusted, for certain purposes set forth in these Articles, upon the occurrence of
a Recapitalization Event. 






	 	
“Orbotech”
– shall mean Orbotech Technology Ventures L.P. and its Permitted Transferees to which
it transfers shares. 






	 	
“Permitted
Transferee” – shall mean: (i) a person or entity that controls or is
controlled by or is under common control with the respective shareholder; (ii) spouse,
brothers, sisters, parents and children of the transferor or a trust for the benefit of
the transferor and/or any of the foregoing, in the event the shares are held by
individuals; (iii) in the case of any shareholder which is a limited or general
partnership or a trust, to its partners (including retired partners) or beneficiaries and
to affiliated partnerships managed by the same management company or managing (general)
partner or by an entity which directly or indirectly controls, is controlled by, or is
under common control with, such management company or managing or general partner; (iv) a
trustee of the Company’s incentive plans may transfer to a beneficiary and vice
versa; (v) in the case of Plenus Technologies Ltd., Plenus II, L.P., Plenus II (D.C.M.),
Limited Partnership, Golden Gate Bridge Fund, L.P., Bank Leumi Le-Israel B.M. and the
Participants (listed in Schedule 1 of the Loan Agreement between the Company, Plenus II,
L.P. and Plenus II (D.C.M.), Limited Partnership dated October 11, 2005), each shall be
considered a Permitted Transferee of each other, as long as such Permitted Transferee is
not a competitor of the Company; and (vi) Bank Leumi Le-Israel BM (“BLL”)
shall be a Permitted Transferee of Pitango Principals Fund III (Israel) LP
(“Pitango Principals”), who may freely pledge and subject any of its
shares and other securities in the Company to a charge in favor of BLL, without being
subject to any restrictions hereunder with respect to the creation or imposition of such
pledge or charge, including, without limitation, the requirement for Board approval or any
other approval, any right of first refusal, co-sale offer or otherwise. However, the sale
of the said securities on behalf of Bank Leumi Le-Israel BM pursuant to a realization of
the said charge shall be subject to the right of first refusal and any other
restrictions on the transfer of shares contained herein. 






	 	
The
term “control” shall have the same meaning as designated to it under the
Companies Law and shall also mean the possession, directly or indirectly, of more than 50%
of the voting power or the right to appoint more than 50% of the members of the Board of
Directors or the right to receive more than 50% of the distributed profit. 






- 2 -








	 	
“Pitango”
– shall mean Pitango Venture Capital Fund III (Israeli Sub) L.P., Pitango Venture
Capital Fund III (Israeli Sub.) Non-Q L.P., Pitango Venture Capital Fund III (Israeli
Investors) L.P., Pitango JP Morgan Fund III (Israel), L.P., Pitango Principles Fund III
(Israel) L.P., Pitango Venture Capital Fund III Trusts 2000 L.P., all of which shall be
deemed Permitted Transferees of each other, and their Permitted Transferees to which they
transfer shares 








	 	
The
“Poalim Agreement” shall mean the Series BB Preferred Share Purchase
Agreement dated September 13, 2005 between the Company and certain investors. 






	 	
“Poalim
Ventures” means Poalim Ventures Ltd., Poalim Ventures I Ltd. and Poalim Ventures
II L.P., who shall be deemed Permitted Transferees of each other, and their Permitted
Transferees to which they transfer shares. 






	 	
“Preferred
Shares” – shall mean Series AA Preferred Shares and Series BB Preferred
Shares.  






	 	
“Qualified
IPO” or “QIPO” – shall mean the consummation of a firm
commitment underwritten public offering of the Company’s shares, netting to the
Company at least US$ 30,000,000 (Thirty Million), at an offering price per share in excess
of 3 (three) times the Original Issue Price of the Series BB-1 Preferred Shares. 






	 	
“Recapitalization
Event” – shall mean any event of share combination or subdivision,
distribution of bonus shares or any other similar reclassification, reorganization or
recapitalization of the Company’s share where the shareholders retain their
proportionate holdings in the Company. 






	 	
“Series
AA Preferred Shares” – shall mean Series AA Preferred Shares of the Company,
par value NIS 0.01 each. 






	 	
“Series
BB Preferred Shares” – shall mean Series BB-1 Preferred Shares, Series
BB-2 Preferred Shares, Series BB-3 Preferred Shares and Series BB-4 Preferred Shares. 






	 	
“Series
BB-1 Preferred Shares” – shall mean Series BB-1 Preferred Shares of the
Company, par value NIS 0.01 each. 






	 	
“Series
BB-2 Preferred Shares” – shall mean Series BB-2 Preferred Shares of the
Company, par value NIS 0.01 each. 






	 	
“Series
BB-3 Preferred Shares” – shall mean Series BB-3 Preferred Shares of the
Company, par value NIS 0.01 each. 






	 	
“Series
BB-4 Preferred Shares” – shall mean Series BB-4 Preferred Shares of the
Company, par value NIS 0.01 each. 






	 	
“Star”
– shall mean SVE Star Ventures Enterprises Gmbh & Co. No. IX KG., Star Management
of Investments No. II (2000) L.P., SVM Star Ventures Managementgesellschaft mbH No. 3,
Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability) and
their Permitted Transferees to which they transfer shares. 






- 3 -







	 	
“Wellington”
- shall mean Wellington Partners Ventures III Technology Fund L.P. and its Permitted
Transferees to which it transfers shares.  






	 	
The
“Wellington Agreement” – shall mean the Series BB Preferred Share
Purchase Agreement dated March 22, 2006. 






	 	
In
these Articles, subject to this Article 2 and unless the context otherwise requires,
expressions defined in the Companies Law, or any modification thereof in force at the date
at which these Articles become binding on the Company, shall have the meanings so defined;
and words importing the singular shall include the plural, and vice versa, and words
importing the masculine gender shall include the female, and words importing persons shall
include bodies corporate. The titles of the articles are not part of the articles. 






	 	
For
purposes of determining the availability of any right or the applicability of any
limitation under these Articles, all Ordinary Shares and Preferred Shares entitled to such
right or the application of such limitation held or acquired by affiliated entities or
persons constituting Permitted Transferees of each other, shall be aggregated and such
entities or persons shall be viewed as a single Shareholder. 






	 	
In
the event that an article that has been added to these Articles contradicts an original
article found in these Articles – the article added shall take precedence. 






	3.  	PRIVATE
COMPANY 






	 	(a) 	The
Company is a private Company. 






	 	(b) 	The
right to transfer the shares of the Company shall be restricted in the           manner
hereinafter appearing; 






	 	(c) 	The
number of the shareholders of the Company (not including persons who are in           the
employment of the Company, and persons who, having been formerly in the
          employment of the Company were while in that employment and have continued
after           the termination of that employment to be shareholders of the Company)
shall be           limited to fifty, provided that, for the purposes of this provision,
where two           or more persons hold one or more shares in the Company jointly they
shall be           treated as a single shareholder; and 






	 	(d) 	No
invitation shall be issued to the public to subscribe for any shares or
          debentures or debenture stocks of the Company. 






	3A  	CHARITABLE
CONTRIBUTIONS






	 	
The
Company may donate reasonable sums of money and/or issue securities of the Company
representing up to tenth of one percent (0.1%) of its issued and outstanding share
capital, to any worthy purpose or entity approved by the Board of Directors of the Company
even if such donation is not made for business consideration. 






- 4 -







	4.  	OFFICE 






	 	
The
Office of the Company shall be at such place as the Board shall from time to time
designate.  






	5.  	THE
CAPITAL 






	 	
The
authorized capital of the Company is comprised of NIS 964,500 divided into: 53,000,060
Ordinary Shares, par value 0.01 NIS per share, 15,000,000 Series AA Preferred Shares, par
value 0.01 NIS per share, 12,137,708 Series BB-1 Preferred Shares, par value 0.01 NIS per
share, 4,000,000 Series BB-2 Preferred Shares, par value 0.01 NIS per share, 5,862,292
Series BB-3 Preferred Shares, par value 0.01 NIS per share and 6,449,940 Series BB-4
Preferred Shares, par value 0.01 NIS per share. 






	6.  	RIGHTS,
PREFERENCES AND RESTRICTIONS OF PREFERRED SHARES 






	 	
The
rights, preferences, privileges, and restrictions granted to and imposed on the Preferred
Shares are as set forth in these Articles. 






	7.  	DIVIDEND
PROVISIONS 






	 	
Subject
to Article 8 below, any dividends declared by the Company shall be distributed, subject to
Article 30 below, between all holders of shares of the Company, pari passu, based upon the
number of Ordinary Shares (on an as converted basis) held by any such holder. 






	8.  	DIVIDEND
AND LIQUIDATION PREFERENCE 






	 	(a) 	Upon
the happening of any of the following events: 






	 	(1) 	any
liquidation, dissolution or winding up of the Company, either voluntary or
               involuntary; or  






	 	(2) 	any
consolidation, or merger of the Company with or into another corporation
               following which the shareholders of the Company prior to such transaction
do not                hold following such transaction more than 50% of the outstanding
shares and the                voting power of the surviving corporation by virtue of
their holdings in the                Company prior to such transaction (“Merger”);
or  






	 	(3) 	any
sale or transfer to another corporation of all or substantially all of the
               assets of the Company, or all or substantially all of the shares in the
Company                (other than to a wholly owned subsidiary of the Company or to a
corporation in                which the shareholders of the Company prior to the
transaction hold more than                50% of the outstanding voting rights) (“Acquisition”);
or  






	 	(4) 	any
distribution of dividends;  






	 	
(any
of the events described in sections (1) to (4) above shall be hereinafter referred to as
a “Liquidation Event”) 






	 	
then
the amount of declared dividends or any assets of the Company available for distribution
in connection with, or the consideration received in, such Liquidation Event (hereinafter
referred to as “Distribution Assets”) shall be distributed pursuant to
the following order of preference: 






- 5 -







	 	(b) 	The
holders of the Series BB-3 Preferred Shares and the holders of the Series           BB-4
Preferred Shares shall be entitled to receive, prior and in preference to           any
distribution of any of the assets of the Company to the holders of all other
          equity securities of the Company by reason of their ownership thereof, an
amount           per each Series BB-3 Preferred Share and per each Series BB-4 Preferred
Share           equal to: (i) the applicable Original Issue Price for each such share,
plus (ii)           an amount equal to declared but unpaid dividends on each such share,
plus (iii)           an amount equal to 8% return per annum, compounded annually, on the
applicable           Original Issue Price, for each such share to be calculated from the
date of           payment to the Company on account of such share, and with respect to
the Series           BB-4 Preferred Shares resulting from the conversion provided for in
the Amadeus           Agreement, from the date of payment of the Conversion Consideration
by Amadeus           to the Company, until such distribution, less (iv) any amount of
dividend           preference paid on account of such share until such distribution (the
          “BB-3/4 Preference Amount”). In the event that the
Distribution           Assets are not sufficient for a full payment of the BB-3/4
Preference Amount to           the holders of the Series BB-3 Preferred Shares and the
holders of the Series           BB-4 Preferred Shares pursuant to this subarticle (b),
such Distribution Assets           as are available for distribution, shall be
distributed among the holders of the           Series BB-3 Preferred Shares and the
holders of the Series BB-4 Preferred Shares           pro-rata in proportion to the
preferential amount each such holder is otherwise           entitled to receive. 






	 	(c) 	Following
the payment in full of the BB-3/4 Preference Amount, the holders of           the Series
BB-1 Preferred Shares and the holders of the Series BB-2 Preferred           Shares shall
be entitled to receive, prior and in preference to any distribution           of any of
the assets of the Company to the holders of all other equity           securities of the
Company by reason of their ownership thereof, an amount per           each Series BB-1
Preferred Share and per each Series BB-2 Preferred Share equal           to: (i) the
applicable Original Issue Price for each such share, plus           (ii) an amount
equal to declared but unpaid dividends on each such share,           plus (iii) an amount
equal to 8% return per annum, compounded annually, on the           applicable Original
Issue Price, for each such share to be calculated from the           date of payment to
the Company on account of such share until such distribution,           less (iv) any
amount of dividend preference paid on account of such share until           such
distribution (the “BB-1/2 Preference Amount”). In the           event
that the Distribution Assets are not sufficient for a full payment of the
          BB-1/2 Preference Amount to the holders of the Series BB-1 Preferred Shares and
          the holders of the Series BB-2 Preferred Shares pursuant to this subarticle
(c),           such Distribution Assets as are available for distribution, shall be
distributed           among the holders of the Series BB-1 Preferred Shares and the
holders of the           Series BB-2 Preferred Shares pro-rata in proportion to the
preferential amount           each such holder is otherwise entitled to receive. 






- 6 -







	 	(d) 	Following
the payment in full of the BB-3/4 Preference Amount and the BB-1/2           Preference
Amount, the holders of the Series AA Preferred Shares shall be           entitled to
receive prior and in preference to any distribution of any of the           assets of the
Company to the holders of all other equity securities of the           Company by reason
of their ownership thereof, an amount per each Series AA           Preferred Share equal
to: (i) the Original Issue Price for each Series AA           Preferred Share, plus (ii)
an amount equal to declared but unpaid dividends on           each such Series AA
Preferred Share, plus (iii) an amount equal to 8% return per           annum, compounded
annually, on the Original Issue Price for each outstanding           Series AA Preferred
Share to be calculated from the later of the date of payment           to the Company on
account of such Series AA Preferred Share or May 23, 2002 and           until such
distribution, less (iv) any amount of dividend preference paid on           account of
such Series AA Preferred Share until such distribution (the           “AA
Preference Amount”). 






	 	
In
the event that, following the payment in full of the BB-3/4 Preference Amount and the
BB-1/2 Preference Amount, the remaining Distribution Assets are not sufficient for a full
payment of the AA Preference Amount pursuant to this sub-article (d), then such remaining
Distribution Assets shall be distributed among the holders of Series AA Preferred Shares
pro-rata in proportion to the preferential amount each such holder is otherwise entitled
to receive. 






	 	(e) 	Thereafter,
the holders of the Preferred Shares and the holders of the Ordinary           Shares
shall be entitled to receive any remaining Distribution Assets available           for
distribution pro rata based on the number of Ordinary Shares (on an as
          converted basis) held by any such holder. 






	 	(f) 	Notwithstanding
the foregoing, if distribution of the Distribution Assets among           all
shareholders of the Company, pro-rata to the number of shares they hold on           an
as converted basis, will result in the holders of Series BB-3 Preferred           Shares
receiving in respect of each Series BB-3 Preferred Share they hold an           amount of
at least three (3) times the Original Issue Price of the Series BB-3           Preferred
Shares, then the provisions of sub-articles (b)-(e) above shall not           apply and
the Distribution Assets shall be distributed among all shareholders of           the
Company, pro-rata to the number of share they hold, on an as converted           basis. 






	 	(g) 	In
the event of a Merger or an Acquisition in which the shareholders (and not           the
Company) are the intended recipients of the proceeds resulting therefrom           (such
as with a sale of shares transaction), no transfer of securities in           accordance
thereto will be considered valid, unless the provisions of the           distribution
preferences under this Article 8 shall apply. 






	 	(h) 	Whenever
the Distribution Assets are in securities or property other than cash,           the
value of such assets shall be the fair market value of such securities or           other
property as shall be determined by the Board, or by the liquidator in case           of
winding up. Such proceeds shall be made payable in US dollars unless any           holder
of fully paid share elects to receive such distributions in NIS. The NIS
          equivalent of the dollar value of any distribution shall be determined in
          accordance with the Representative Rate last published by the Bank of Israel
          prior to the date of the making of the distribution. 






	9.  	CONVERSION
OF PREFERRED SHARES 






	 	
The
holders of the Preferred Shares shall have conversion rights as follows (the
“Conversion  Rights”): 






- 7 -







	 	(a) 	Right
to Convert. 






	 	(1) 	Subject
to Article 9(c), each fully paid Preferred Share shall be convertible,                at
the option of the holder thereof, at any time after the date of issuance of
               such Preferred Share at the Office or any transfer agent for the Preferred
               Shares, into one fully paid and non-assessable Ordinary Share nominal
value NIS                0.01 and the Company shall, at such time, issue to the holders
thereof, for no                additional charge (a portion of the premium paid for such
Preferred Shares being                attributed as payment on account of the nominal
value of such additional                Ordinary Shares – in the event that the then
applicable law requires that                shares are issued for no less than their
nominal value and to the extent no                other source available pursuant to the
provisions of the then applicable law may                be used for such purpose), such
number of fully-paid and non-assessable Ordinary                Shares as required so
that the total number of Ordinary Shares so issued (i.e.                including the
Ordinary Share into which the Preferred Share was converted) will                be equal
to the number determined by dividing the Original Issue Price                applicable
to such Preferred Share by the Conversion Price (as defined below) at                the
time in effect for such share. In the event that the then applicable law
               requires that shares are issued for not less than their nominal value, and
the                aggregate nominal value of all such Ordinary Shares shall exceed the
               consideration paid to the Company with respect to such Preferred Share,
the                holder thereof shall pay the Company such excess nominal value to the
extent no                other source available pursuant to the provisions of the then
applicable law                (such as premiums paid for other shares of the Company) may
be used for such                purpose. The initial Conversion Price per each Preferred
Share shall be its                Original Issue Price, provided, however, that the
Conversion Price for the                Preferred Shares shall be subject to adjustment
as set forth in subarticles                9(c), 9(d) and 9(e).  






	 	(2) 	Each
Preferred Share shall automatically be converted into Ordinary Shares at
               the Conversion Price at the time in effect for such Preferred Share upon
the                earlier of: (A) a Qualified IPO, or (B) the written consent of the
Majority                Preferred Shareholders, provided however that if such conversion
is not part of,                or conditioned upon the closing of, a Qualified
Transaction (as defined in                Article (12)(e) below), such conversion shall
be subject to the Special BB                Consent as set forth in Article 12(e) below.
The Series AA Preferred Shares                shall also automatically be converted into
Ordinary Shares as aforesaid upon the                consent of the holders of at least
sixty six percent (66%) of the issued and                then outstanding Series AA
Preferred Shares.  






- 8 -







	 	(b) 	Mechanics
of Conversion. 






	 	(1) 	Before
any holder of Preferred Shares shall be entitled to convert the same into
               Ordinary Shares such holder shall surrender the certificate or
certificates                therefor at the Office and shall give written notice to the
Company of the                election to convert the same (or any part thereof) and
shall state therein the                name or names of any nominee for such holder in
which the certificate or                certificates for shares of Ordinary Shares are to
be issued. The Company shall,                as soon as practicable thereafter unless
such notice states that conversion is                to be effective on any later date or
when any conditions specified in the notice                have been fulfilled in which
case conversion shall take effect on such other                date or when such
conditions have been fulfilled, issue and deliver at such                office to such
holder of Preferred Shares, or subject to the transfer                restrictions
contained in these Articles to the nominee or nominees of such                holder, a
certificate or certificates for the number of shares of Ordinary                Shares to
which such holder shall be entitled as aforesaid. Such conversion                shall be
deemed to have been made immediately prior to the close of business on                the
date of such surrender of the shares of Preferred Shares to be converted, or
               on any later date or when any conditions specified in the notice have been
               fulfilled and the person or persons entitled to receive the Ordinary
Shares                issuable upon such conversion shall be treated for all purposes as
the record                holder or holders of such Ordinary Shares as of such date. If
the conversion is                in connection with a QIPO, the conversion may, at the
option of any holder                tendering Preferred Shares for conversion, be
conditioned upon the closing with                the underwriter of the sale of
securities pursuant to such offering, in which                event the person(s)
entitled to receive the Ordinary Shares issuable upon such                conversion of
the Preferred Shares shall not be deemed to have converted such                Preferred
Shares until immediately prior to the closing of such sale of                securities.
In the event that the certificate(s) representing the Preferred                Shares to
be converted as aforesaid are not delivered to the Company, then the
               Company shall not be obligated to issue any certificate(s) representing
the                Ordinary Shares issued upon such conversion, unless the holder of such
Preferred                Shares notifies the Company in writing that such certificate(s)
have been lost,                stolen or destroyed and executes an agreement satisfactory
to the Company to                indemnify the Company from any loss incurred by it in
connection with such                certificates.  






	 	(2) 	A
conversion of Preferred Shares pursuant to one of the events described in
               Article 9(a)(2) shall be deemed to have taken place automatically
regardless of                whether the certificates representing such shares have been
tendered to the                Company but from and after such conversion any such
certificates not tendered to                the Company shall be deemed to evidence
solely the Ordinary Shares received upon                such conversion and the right to
receive a certificate for such Ordinary Shares.  






	 	(c) 	Conversion
Price Adjustments of Preferred Shares 






	 	
Until
the QIPO, the applicable Conversion Price of the Preferred Shares shall be subject to
adjustment from time to time as follows: 






	 	(1) 	During
the period commencing on the closing of the Poalim Agreement, and ending
               on the earlier of (x) the QIPO or (y) 24 months following such date (the
               “Initial Period”), upon each issuance by the Company of
any                “Additional Securities” (as defined below) without
consideration or                for a price per share less than the applicable Conversion
Price for any issued                and outstanding Series BB Preferred Shares in effect
immediately prior to the                issuance of such Additional Securities, the
applicable Conversion Price for any                such issued and outstanding Series BB
Preferred Share in effect immediately                prior to each such issuance shall be
adjusted to the price per share paid at                such issuance.  







- 9 -







	 	(2) 	With
respect to the Series BB Preferred Shares during the period after the
               Initial Period and until the QIPO and with respect to the Series AA
Preferred                Shares during the Initial Period and thereafter until the QIPO,
upon each                issuance by the Company of any “Additional Securities” (as
defined                below), without consideration or for a price per share less than
the applicable                Conversion Price for any issued and outstanding applicable
series of Preferred                Shares in effect immediately prior to the issuance of
such Additional                Securities, the applicable Conversion Price for any such
issued and outstanding                series of Preferred Shares in effect immediately
prior to each such issuance                shall be adjusted to a price (calculated to
the nearest ten thousandth of a US                Dollar ($0.0001)) determined by
dividing (1) the sum of (A) the total number of                Ordinary Shares issued and
outstanding prior to the issuance of such Additional                Securities multiplied
by the applicable Conversion Price of such series, as the                case may be, in
effect prior to the issuance of such Additional Securities, plus                (B) the
total amount of the consideration received by the Company for such
               Additional Securities by (2) the sum of the total number of Ordinary
Shares                issued and outstanding immediately prior to the issuance of such
Additional                Securities plus the number of such Additional Securities
issued. For the purpose                of the above calculation, the number of shares of
Ordinary Shares issued and                outstanding immediately prior to such issue
shall be calculated on an as                converted and fully diluted basis, as if all
outstanding warrants, options or                other rights for the purchase of shares
or convertible securities had been fully                exercised (and the resulting
securities fully converted into Ordinary Shares, if                so convertible) as of
such date.  






	 	(3) 	In
the event that the full application of the anti dilution protection in
               subarticles 9(c)(1) and 9(c)(2) cannot be implemented mathematically, then
the                Series BB Preferred Shares shall have absolute priority over the
Series AA                Preferred Shares in implementation of the above, such that only
the Series BB                Preferred Shares shall be provided with the anti-dilution
protection.  






	 	(4) 	(A) 	
No adjustments of any applicable Conversion Price shall be made in an amount
               less than ten thousandth of a US Dollar ($0.0001). No adjustment of any
               applicable Conversion Price pursuant to subarticles 9(c)(1) and (2) shall
be                made if it has the effect of increasing the applicable Conversion Price
above                the applicable Conversion Price in effect immediately prior to such
adjustment.  






	 	(B) 	In
the case of the issuance of Additional Securities (as defined below) for           cash,
the consideration, for the purpose of subarticles 9(c)(1) and (2), shall           be
deemed to be the amount of cash received therefore before any payment of
          commissions, expenses and the like.  






	 	(C) 	In
the case of the issuance of Additional Securities (defined below) for a
          consideration, in whole or in part other than cash, the consideration other
than           cash shall, for the purpose of subarticles 9(c)(1) and (2), be deemed to
be the           fair value thereof as determined, in good faith, by the Board of
Directors.  






- 10 -







	 	(D) 	In
the case of the issuance of options to purchase or rights to subscribe for
          Ordinary Shares, or securities by their terms convertible into or exchangeable
          for Ordinary Shares or options to purchase or rights to subscribe for such
          convertible or exchangeable securities, the aggregate maximum number of
Ordinary           Shares deliverable upon exercise (assuming the satisfaction of any
conditions to           exercise, including without limitation, the passing of time, but
without taking           into account potential antidilution adjustments) of such options
to purchase or           rights to subscribe for Ordinary Shares or upon conversion or an
exchange of           such convertible or exchangeable security shall be deemed to have
been issued at           the time of the issuance of such options, rights, or securities
at a           consideration equal to the consideration (determined in the manner
provided in           subarticle 9(c)(4)(B) and (c)(4)(C)), if any, received by the
Company upon the           issuance of such options or rights or securities plus any
additional           consideration payable to the Company pursuant to the term of such
options or           rights or securities (without taking into account potential
antidilution           adjustments) for the Ordinary Shares covered thereby, and the
applicable           Conversion Price shall be adjusted accordingly. Upon the expiration
of any such           options or rights, the termination of any such rights to convert or
exchange or           the expiration of any options or rights related to such convertible
or           exchangeable securities, the Conversion Price for such series of Preferred
          Shares to the extent in any way affected by or computed using such options,
          rights or securities or options or rights related to such securities (unless
          such options or rights were merely to be included in the numerator and
          denominator for purposes of determining the number of Ordinary Shares
          outstanding for purposes of Article 9(c)(2)) shall be recomputed to reflect the
          issuance of only the number Ordinary Shares (and convertible or exchangeable
          securities that remain in effect) actually issued upon the exercise of such
          options or rights, or upon the conversion or exchange of such securities or
upon           the exercise of the options or rights related to such securities. The
number of           Ordinary Shares deemed issued and the consideration deemed paid
therefor shall           be appropriately adjusted to reflect any change, termination or
expiration of           the type described in this Article 9(c)(4)(D).  






	 	(E) 	For
purpose of subarticles 9(c)(1) and (2) hereof, the consideration for any
          Additional Securities shall be taken into account at the U.S. dollar equivalent
          thereof, on the day such Additional Securities are issued or deemed to be
issued           pursuant to subarticle 9(c)(4)(D).  






	 	(5) 	“Additional
Securities” shall mean any Ordinary Shares, options to                purchase or
rights to subscribe for Ordinary Shares, or securities which by                their
terms are convertible into or exchangeable for Ordinary Shares, or any
               securities convertible into or exercisable for any securities of the
foregoing.                Notwithstanding the foregoing, “Additional Securities” does
not                include:  






- 11 -







	 	(A) 	Securities
issued pursuant to a transaction described in subarticle 9(c)(6)                hereof;  






	 	(B) 	The
issuance, pursuant to the approval of the Board, of Ordinary Shares or
               Options to purchase Ordinary Shares to employees, directors and bona-fide
               consultants;  






	 	(C) 	Securities
issued pursuant to options, warrants or other rights outstanding on                the
closing of the Poalim Agreement or on the closing of the Wellington
               Agreement or on the closing of the Amadeus Agreement, provided that such
               options, warrants or other rights are reflected in the respective
Capitalization                Table attached to any of such agreements;  






	 	(D) 	Ordinary
Shares issued upon conversion of Preferred Shares;  






	 	(E) 	Issuance
of bonus shares, providing such bonus shares are issued to all the then
               existing shareholders, or shares issued pursuant to a rights offering in
which                all such shares are offered exclusively to existing shareholders;  






	 	(F) 	Shares
issued in the acquisition of another company provided that the issuance                of
such shares is approved by the Board of Directors;  






	 	(G) 	Shares
issued in connection with equipment leases, bank loans or secured debt
               financings approved by the Board of Directors provided the number of such
shares                issued shall not exceed 1% of the then issued and outstanding share
capital of                the Company on a fully diluted, as converted basis;  






	 	(H) 	Securities
issued or issuable following written approval of Majority Preferred
               Shareholders in which they agree to waive their anti-dilution or
pre-emptive                rights (as the case may be) with respect to such specific
issuance; and  






	 	(I) 	Securities
issued as a charitable donation pursuant to Article 3A.  






	 	(6) 	If
the Company shall subdivide or combine its Ordinary Shares, the applicable
               Conversion Price shall be proportionately reduced, in case of subdivision
of                shares, as at the effective date of such subdivision, or if the Company
shall                fix a record date for the purpose of so subdividing, as at such
record date,                whichever is earlier, or shall be proportionately increased,
in the case of                combination of shares, as at the effective date of such
combination, or, if the                Company shall fix a record date for the purpose of
so combining, as at such                record date, whichever is earlier.  






- 12 -







	 	(7) 	Subject
to the liquidation preference of the Preferred Shares as set forth in
               Article 8 above, if the Company at any time shall make a distribution
of                its assets to the holders of its Ordinary Shares as a dividend in
liquidation or                partial liquidation or by way of return of capital or other
than as a dividend                payable out of earnings or surplus legally available
for dividends, each holder                of Preferred Shares shall be entitled to
receive without payment of any                additional consideration, a sum equal to
the amount of such assets as would have                been payable to such holder as
owner of that number of Ordinary Shares                receivable by exercise of the
conversion rights had such holder been the holder                of record of such
Ordinary Shares on the record date for such distribution; and                an
appropriate provision therefor shall be made a part of any such distribution.  






	 	(d) 	Other
Distributions 






	 	
Subject
to the liquidation preference of the Preferred Shares as set forth in Article 8
above, in the event the Company shall declare a distribution payable in securities of
other persons, evidences of indebtedness issued by the Company or other persons, assets
(excluding cash dividends) or options or rights not referred to in subarticle 9(c)(5) or
if the Company at any time shall pay a dividend payable in additional Ordinary Shares or
other securities or rights convertible into, or entitling the holder thereof to receive
directly or indirectly, additional Ordinary Shares then, in each such case for the
purpose of this subarticle 9(d), the holders of the Preferred Shares shall be entitled to
receive such distribution, in respect of their holdings on an as-converted basis as of
the record date for such distribution. 






	 	(e) 	Recapitalizations 






	 	
If
at any time or from time to time there shall be a Recapitalization Event (other than a
subdivision, combination or merger or sale of assets transaction provided for elsewhere
in this Article 9 or Article 8) provisions shall be made so that the holders of
the Preferred Shares shall thereafter be entitled to receive upon conversion of the
Preferred Shares the number of Ordinary Shares or other securities or property of the
Company or otherwise, to which a holder of Ordinary Shares deliverable upon conversion
would have been entitled immediately prior to such Recapitalization Event. In any such
case, appropriate adjustment shall be made in the application of the provisions of this
Article 9 with respect to the rights of the holders of the Preferred Shares after such
Recapitalization Event to the end that the provisions of this Article (including
adjustment of the Conversion Price then in effect and the number of shares issuable upon
conversion of the Preferred Shares) shall be applicable after that event in a manner as
nearly equivalent as may be practicable. 






	 	(f) 	No
Impairment 






	 	
The
Company will not, by amendment of these Articles or through any reorganization,
recapitalization, transfer of assets, consideration, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of the Conversion Rights of the holders of Preferred Shares, but will at all
times in good faith assist in the carrying out of all the provisions of this Article 9
and in the taking of all such action as may be necessary or appropriate in order to
protect the Conversion Rights of the holders of the Preferred Shares against impairment. 






- 13 -







	 	(g) 	No
Fractional Shares and Certificate as to Adjustments 






	 	(1) 	No
fractional shares shall be issued upon conversion of the Preferred Shares,
               and the number of Ordinary Shares to be issued shall be rounded to the
nearest                whole share. Whether or not fractional shares are issuable upon
such conversion                shall be determined on the basis of the total number of
Preferred Shares held by                the holder and the number of Ordinary Shares
issuable upon such aggregate                conversion.  






	 	(2) 	Upon
the occurrence of each adjustment or readjustment of any applicable
               Conversion Price pursuant to this Article 9, the Company, at its
expense,                shall promptly compute such adjustment or readjustment in
accordance with the                terms hereof and prepare and furnish to each holder of
Preferred Shares a                certificate setting forth each adjustment or
readjustment and showing in detail                the facts upon which such adjustment or
readjustment is based. The Company shall                furnish or cause to be furnished
to such holder a like certificate setting forth                (A) such adjustment
and readjustment, (B) the applicable Conversion                Price at the time in
effect, and (C) the number of Ordinary Shares and the                amount, if any,
of other property which at the time would be received upon the                conversion
of a Preferred Share.  






	 	(h) 	Notices
of Record Date 






	 	
In
the event of 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 receive
any dividend (including a cash dividend) or other distribution, any right to subscribe
for, purchase or otherwise acquire any shares of any class or any other securities or
property, or to receive any other right, the Company shall provide to each holder of
Preferred Shares, at least 20 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, and the amount and character of such dividend,
distribution or right. 






	 	(i) 	Reservation
of Shares Issuable Upon Conversion 






	 	
The
Company shall at all times reserve and keep available out of its authorized but unissued
shares of Ordinary Shares solely for the purpose of effecting the conversion of the
Preferred Shares such number of its Ordinary Shares as shall from time to time be
sufficient to effect the conversion of all outstanding Preferred Shares; and if at any
time the number of authorized but unissued Ordinary Shares shall not be sufficient to
effect the conversion of all then outstanding Preferred Shares, in addition to such other
remedies as shall be available to the holder of such Preferred Shares, the Company will
take such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued Ordinary Shares to such number of shares as shall be
sufficient for such purposes. 








	10.  	RESERVED 






- 14 -








	11.  	VOTING
RIGHTS 






	 	
Subject
to Article 58 below, each holder of Ordinary Shares and Preferred Shares shall be entitled
to one (1) vote per Ordinary Share or Ordinary Share into which such Preferred Share is
convertible at the time of voting, whether in a vote by show of hands, secret ballot or
written consent. Each holder of Preferred Shares shall vote together with the Ordinary
Shares as a single class (except as otherwise expressly provided in these Articles or as
required by law) and shall be entitled to notice of any general meeting of shareholders in
accordance with these Articles. Fractional votes shall not be permitted and any fractional
vote resulting from the conversion mechanism described above in these Articles shall be
rounded up or down to the nearest whole number (with one-half (1/2) being rounded upward). 






	12.  	PROTECTIVE
PROVISIONS 






	 	(a) 	Until
the QIPO, the Company shall not take any of the following actions without
          approval of the Majority Preferred Shareholders (which may be obtained by way
of           a written consent and shall not require the convening of a shareholders
meeting           for such purpose, unless required by applicable law): 






	 	(1) 	any
amendment to or modification of these Articles and/or the Memorandum of
          Association of the Company or any other action which would amend, change or
          modify the rights, preferences or privileges of the Preferred Shares.  






	 	(2) 	declaration
of any dividend;  






	 	(3) 	the
authorization of any share capital, or other rights or securities           convertible
into or exchangeable for share capital, or the conversion of any           existing
shares into shares, in each case with rights equal to or superior to           the rights
of the Preferred Shares;  






	 	(4) 	any
action or transaction which is outside the business of the Company as
          contemplated in the Updated Work Plan of the Company (as defined in the Amadeus
          Agreement);  






	 	(5) 	any
action which effects a merger, reorganization, liquidation, disposition,
          acquisition or sale of the Company or of any subsidiary thereof, or any
transfer           of a material asset of the Company or of any subsidiary thereof, or
the creation           of or purchase of or into any entity;  






	 	(6) 	any
action which may alter or change the capital structure of the Company or of           any
subsidiary thereof, any action which effects a reclassification or
          recapitalization of the outstanding capital shares of the Company, and any
          increase in the registered share capital of the Company or of any subsidiary
          thereof;  







- 15 -







	 	(7) 	the
creation of any guarantee, mortgage, pledge or security interest in a           material
asset, or in all or substantially all of the assets of the Company or a
          subsidiary;  






	 	(8) 	the
replacement of the independent auditors to the Company, which in any event
          shall be one of the “big four”; and  






	 	(9) 	the
incurrence by the Company or by any subsidiary thereof of any indebtedness           that
shall exceed the sum of $250,000 (Two Hundred Fifty Thousand US Dollars),
          calculated on a cumulative basis in respect of any one transaction or in
respect           of a series of connected transactions;  






	 	(b) 	Until
the QIPO, the Company shall not issue any securities of any kind or           options to
purchase securities of any kind without the approval of the majority           of the
directors appointed by the holders of the Preferred Shares, provided           however
that shares issued upon the exercise of warrants, options, or other           rights
outstanding as of the closing of the Poalim Agreement, the closing of the
          Wellington Agreement or the closing of the Amadeus Agreement or the grant of
          options (and shares issued upon exercise of such options) under the
          Company’s incentive plans are not subject to such approval. 






	 	(c) 	Any
amendment or modification of the rights and obligations of Intel set forth           in
Article 29(e) (Right of First Refusal), Article 29A (Co-Sale) and Article
          29(B)(b) (Bring Along) and 65(c) (Directors) shall require the consent of
Intel. 






	 	(d) 	Until
the QIPO, the Company shall not take, without the consent of the holders           of at
least a majority of the issued and outstanding Preferred Shares of the           affected
class, an action that amends or modifies the rights attached to such           class of
Preferred Shares, provided however that (a) the authorization or           issuance of a
new class of shares with preferential rights, or (b) a change,           waiver of other
modification that applies to the rights of the Preferred Shares           in the same
proportional manner and without treating a certain series           proportionally
different from the other series, in each case – that was           approved by
holders of a majority of the issued and outstanding Preferred           Shares, shall not
be deemed a change hereunder. 






	 	(e) 	Until
the QIPO, the Company shall not take, without the consent of the holders           of at
least a majority of the issued and outstanding Series BB Preferred Shares
          (which must include also the affirmative consent of the holders of the majority
          of the Series BB-1 Preferred Shares, Series BB-3 Preferred Shares and Series
          BB-4 Preferred Shares (voting together as one group) that were issued at the
          closing of the Poalim Agreement, at the closing of the Wellington Agreement and
          at the closing of the Amadeus Agreement to investors who were not shareholders
          of the Company immediately prior to the closing of the Poalim Agreement or
          affiliates or Permitted Transferees of such shareholders (the “Special
          BB Consent”)) an action that effects (i) any change or waiver of
rights           of the Series BB Preferred Shares that does not apply to the rights of
all           Preferred Shares in the same proportional manner and that treats a certain
          series proportionally differently from the other series; (ii) any waiver of
          liquidation preferences, anti-dilution, board representation or information
          rights of the Series BB Preferred Shares, (iii) an IPO, merger or the sale of
          all or substantially all of the Company’s shares or assets, unless, in
each           such case, the applicable IPO or transaction reflects a price per share of
more           than two times the Original Issue Price of the Series BB-1 Preferred
Shares (a           “Qualified Transaction”), or (iv) conversion of the
Series BB           Preferred Shares, other than as part of, and conditioned upon the
closing of, a           Qualified Transaction. 






- 16 -







	 	(f) 	The
required consents as set forth in Articles 12(a) – (e) above shall also
          apply to any action taken by any wholly owned subsidiary of the Company. 






	13.  	ALLOTMENT
OF SHARES 






	 	
Subject
to the provisions of Articles 12 and 14, the authorized but unissued shares shall be
under the control of the Board of Directors, who shall have the power to allot shares or
otherwise dispose of them to such persons, on such terms and conditions (including,
inter-alia, terms relating to calls as set forth in Article 31 hereof), and either at
par or at a premium, or, subject to the provisions of the Companies Law, at a discount,
and at such times, as the Board of Directors may think fit, and the power to give any
person the option to acquire from the Company any shares, either at par or at premium, or
subject as aforesaid, at a discount, during such time and for such consideration as the
Board of Directors may think fit. 






	14.  	PREEMPTIVE
RIGHTS 






	 	(g) 	Until
the QIPO, the provisions of this Article 14 shall apply: 






	 	(1) 	Any
Additional Securities (as defined in Article 9 above) to be issued by           the
Company (the “Offered Securities”) shall first be
          offered by the Board of Directors by written notice to each Major Holder (for
          purposes of this Article 14, the “Offerees”). The number of
          Offered Securities offered to each Offeree shall be the result of the
          multiplication of the Offered Securities by a fraction: (i) the numerator
          of which shall be the total number of outstanding Ordinary Shares of the
Company           (on an as-converted basis) held by such Offeree as determined prior to
the offer           made pursuant to this Article 14, and (ii) the denominator
of which is           the total number of outstanding Ordinary Shares of the Company (on
an           as-converted basis), as determined prior to the offer made pursuant to this
          Article 14.  






	 	(2) 	The
Company shall provide each Offeree with a Notice (the “Notice of           Offer”)
specifying the number of Offered Securities he is entitled to           purchase and
which shall state the terms of the proposed issuance, and any such           Offeree may
accept such offer, as to all or any part of the Offered Securities           so offered
to him, by giving the Company written notice of acceptance within           twenty (20)
days after being served with such Notice of Offer; provided          that if the
purchase by such Offeree is being effected prior to, or concurrently           with such
issuance of Offered Securities (rather than subsequent thereto) then           such
Offeree shall be obligated to consummate the purchase of such Offered
          Securities only if the Company consummates the sale of the balance of the
          Offered Securities pursuant to the terms described in such Notice of Offer  






- 17 -








	 	(3) 	Any
and all preemption rights set forth in this Article 14, may be exercised by           a
Permitted Transferee of a Major Holder instead of by such Major Holder if such
          Major Holder so notifies the Company in writing.  






	 	(h) 	Any
Offered Securities not subscribed for by the Offeree as aforesaid, shall be
          under the control of the Board of Directors and may be issued without regard to
          this Article 14, except to the extent that said Offered Securities may not
          be allotted on terms more favorable to the purchaser than those offered
pursuant           to this Article 14. In the event the Offered Securities are not
acquired by           the expiration of 120 days from the date of expiration of the
twenty (20) day           period referred to in Article 14(a)(2), they may not be
issued except by           compliance with the provisions of Article 14. 






	15.  	REGISTERED
HOLDER 






	 	(a) 	If
two or more persons are registered as joint holders of a share they shall be
          jointly and severally liable for any calls or any other liability with respect
          to such share. However, with respect to voting, power of attorney and
furnishing           notices, the one registered first in the register of shareholders,
insofar as           all the registered joint holders shall not notify the Company in
writing to           relate to another one of them as the sole owner of the share, as
aforesaid,           shall be deemed to be the sole owner of the share. 






	 	(b) 	In
the case that two or more persons are registered together as holders of a
          share, each one of them shall be permitted to give receipts binding all the
          joint holders for dividends or other monies in connection with the share and
the           Company shall be permitted to pay all the dividends or other monies due
with           respect to the share to one or more of the joint holders, as it shall
choose. 






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






	16.  	SHARE
CERTIFICATES 






	 	(a) 	A
shareholder shall be entitled to receive from the Company without payment, one
          certificate that shall contain that number of shares registered in the name of
          such shareholder, their class and serial numbering. However, in the event of
          joint holders holding a share, the Company shall not be obligated to issue more
          than one certificate to all of the joint holders, and the delivery of such a
          certificate to one of the joint holders shall be deemed to be a delivery to all
          of the joint holders. 






	 	(b) 	Each
certificate shall carry the signature or signatures of a director or such           other
persons appointed by the Board of Directors for this purpose and the           rubber
stamp or the seal of the Company. 






- 18 -








	 	(c) 	If
a share certificate is defaced, lost or destroyed, it may be replaced upon
          payment of such fee, if any, and on such terms, if any, as to evidence and
          indemnity as the Board of Directors may think fit. 






	17.  	MODIFICATIONS
OF SHARE RIGHTS 






	 	
If
at any time the share capital is divided into different classes of shares (unless
otherwise provided for by the terms of issue of the shares of that class) it shall be
permitted, subject to the provisions of Article 12 above, to change, convert,
broaden, add or vary in any other manner the rights, advantages, restrictions and
provisions attached at that time to one or more of the classes by a resolution of the
general meeting of the shareholders of the Company, without the need for any separate
class vote or class meeting. 






	 	
It
is hereby clarified that any resolution required to be adopted pursuant to these Articles
by the consent of a separate class of shares, whether by way of a separate general meeting
of such class or by way of written consent, shall be given by the holders of shares of
such class entitled to vote or give consent thereon and no holder of shares of a certain
class shall be banned from voting or consenting by virtue of being a holder of more than
one class of shares of the Company, irrespective of any conflicting interests that may
exist between such different classes of shares. A shareholder shall not be required to
refrain from participating in the discussion, voting and/or consenting on any resolution
concerning an amendment to any class of shares held by such shareholder, due to the fact
that such shareholder may benefit in one way or another from the outcome of such
resolution. 






	 	
Without
derogating from the need to receive any consents or approvals required pursuant to Article
12, it is hereby clarified and agreed that the enlargement of an existing class of shares,
or the issuance or allotment of additional shares thereof, or the creation of additional
shares of that class as a result of conversion of shares from another class or unification
with another class, shall not be deemed, for purposes of these Articles, to amend, change,
vary, modify or abrogate the rights attached to the previously issued shares of such class
or of any other class. 






PLEDGE 



     	18.	
          The Company shall have a lien and first pledge on all the shares, not fully
          paid, registered in the name of any shareholder (whether registered in his name
          only or together with another or others) and on the proceeds from the sale
          thereof, for any amount still outstanding with respect to that share, whether
          presently payable or not. Such a pledge shall exist whether the dates of payment
          or fulfillment or execution of the obligations, debts or commitments have become
          due or not, and shall apply to all dividends that shall be decided upon from
          time to time in connection with these shares. No benefit shall be created with
          respect to this share based upon the rules of equity which shall frustrate this
          pledge, however the Board may declare at any time with respect to any share,
          that it is released, wholly or in part, temporarily or permanently, from the
          provisions of this article. 


          



     	19.	
          The Company may sell, in such manner and at such time as the Board thinks fit,
          any of the pledged shares, but no sale shall be made unless the date of payment
          of the monies or a part thereof has arrived, or the date of fulfillment and
          performance of the obligations and commitments in consideration of which the
          pledge exists has arrived, and after a written request has been furnished to the
          shareholder or person who has acquired a right in the shares, which sets out the
          amount or obligation or commitment due from him and which demands their payment,
          fulfillment or execution, and which informs the person of the Board’s
          desire to sell the shares in the event of non-fulfillment of the notice, and the
          person has not fulfilled his obligation pursuant to the notice within seven days
          after the notice has been sent to him. 


          



- 19 -







     	20.	
          The net proceeds of such sale after payment of the costs thereof, shall be
          applied in payment of such sum due to the Company or to the fulfillment of the
          obligation or commitment (including debts, liabilities and engagements which
          have not yet fallen due for payment or satisfaction), and the remainder (if
          there shall be any) shall be paid to the shareholder or to the person who has
          acquired a right in the share sold pursuant to the above. 


          



     	21.	
          After execution of a sale as aforesaid, the Board shall be permitted to sign or
          to appoint someone to sign a deed of transfer of the sold shares and to register
          the buyer’s name in the register of shareholders as the owner of the sold
          shares and it shall not be the obligation of the buyer to supervise the
          application of monies nor will his right in the shares be affected by a defect
          or illegality in the sale proceedings after his name has been registered in the
          register of shareholders with respect to those shares. The sole remedy of any
          person aggrieved by the sale shall be in damages only and against the Company
          exclusively. 


          



TRANSFER OF SHARES AND
THE MANAGEMENT THEREOF 



     	22.	
          Each transfer of shares shall be made in writing in the form appearing herein
          below, or in a similar form, or in any form as to be determined upon by the
          Board from time to time, such form shall be delivered to the Office together
          with the transferred share certificates and any other proof the Board shall
          require, if it shall so require, in order to prove the title of the transferor.
          The instruments and documents notifying the Company with respect to the transfer
          are a prerequisite to the effectuation of such transfer. Notwithstanding the
          above, any transfer of shares to any person or entity that is not at the time of
          transfer a shareholder of the Company and that competes with the Company,
          directly or indirectly, in the field of optical inspection or metrology for
          semiconductors or the transfer of shares which have not been fully paid up will
          require the consent and approval of the Board of Directors, except if such
          transfer is to a Permitted Transferee. 


          



Deed of Transfer of
Shares 



I, ____________ of _____________ in
consideration of the sum of NIS ________ (New Israeli Shekels) paid to me by
______________, of ____________ (hereinafter called “the said transferee”) do
hereby transfer to the said transferee ___________ share (or shares) having par value of
NIS ________ each one numbered ____ until ____ inclusive in Negevtech Ltd., to hold
unto the said transferee, his executors, administrators, and assigns, subject to the
conditions on which I held the same at the time of the execution hereof; and I, the said
transferee, do hereby agree to accept the said share (or shares) subject to the conditions
aforesaid. As witness we have hereunder set out hands the ______ day of _________ 20__. 



		
	_________________________	_________________________
	Transferee	Transferor
	 
	_________________________	_________________________
	Address	Address






- 20 -







	23.  	The
deed of share transfer shall be executed both by the transferor and           transferee,
and the transferor shall be deemed to remain a holder of the share           until the
name of the transferee is entered into the register of shareholders in           respect
thereof. 






	24.  	The
Company shall be permitted to demand a fee for registration of transfer, in           a
reasonable rate as to be determined by the Board from time to time, with the
          exception of transfers to Permitted Transferees. 






	25.  	The
Register shall be closed for a period of seven (7) days before every           ordinary
general meeting of the Company. 






	26.  	Upon
the death of a shareholder, the remaining holders (in the event that the
          deceased was a joint holder in a share) or the administrators or executors or
          heirs of the deceased (in the event the deceased was the sole holder of the
          share or was the only one of the joint holders of the share to remain alive)
          shall be recognized by the Company as the sole holders of any title to the
          shares of the deceased. However, nothing aforesaid shall release the estate of
a           joint holder of a share from any obligation with respect to the share that he
          held jointly with any other holder. 






	27.  	Any
person becoming entitled to a share in consequence of the death or           bankruptcy
or liquidation of a shareholder shall, upon such evidence being           produced as may
from time to time be required by the Board, have the right,           either to be
registered as a shareholder in respect of the share upon the           consent of the
Board or, instead of being registered himself, to transfer such           share to
another person, subject to the provisions contained in these Articles           with
respect to transfers. 






	28.  	A
person becoming entitled to a share because of the death of a shareholder           shall
be entitled to receive, and to give receipts for, dividends or other           payments
paid with respect to the share, but he shall not be entitled to receive           notices
with respect to Company meetings or to participate or vote therein with           respect
to that share, or aside from the aforesaid, to use any right of a           shareholder,
until he has been accepted as a shareholder with respect to that           share. 






	29.  	RIGHT
OF FIRST REFUSAL 






	 	(a) 	Until
the QIPO, a shareholder in the Company shall not be permitted to make any
          Transfer (as hereinafter defined) of his shares in the Company, other than to a
          Permitted Transferee, except pursuant to the following provisions set forth
          below. 






	 	
For
the purposes of this Agreement, the term “Transfer” shall mean any sale,
assignment, transfer, hypothecation or other encumbrance or disposition of in any way. 






	 	(b) 	A
shareholder, desirous of making any Transfer of the shares held by him to
          others, in whole or in part (hereinafter the “Transferor”)
          shall be obligated to offer them first to the Offerees (as defined in
          Article 14 above), by giving notice in writing to such Offerees
          (hereinafter “Sale Notice”). 






- 21 -







	 	(c) 	In
the Sale Notice the Transferor shall mention the number of shares he wishes           to
Transfer (hereinafter the “Offered Shares”), the price           forming
the consideration for the Offered Shares, the name of the transferee           (the “Transferee”)
and the other conditions of the sales. 






	 	(d) 	The
Sale Notice shall be irrevocable unless all of the Offerees agree otherwise. 






	 	(e) 	Each
of the Offerees may inform the Transferor in writing within 21 Business           Days
from the date of receipt of the Sale Notice as to his/her intention to           purchase
that number of Offered Shares, in whole or in part, which is the result           of the
multiplication of the Offered Shares by a fraction: (i) the           numerator of
which is the number of Ordinary Shares (on an as-converted basis)           of the
Company held by such Offeree and (ii) the denominator of which is           the
total number of outstanding Ordinary Shares (on an as-converted basis) held           by
all Offerees (hereinafter the “Offerees’ Offered           Shares”),
the purchase of which shall be at the purchase price and in           accordance with the
payment conditions as provided for in the Sale Notice           (hereinafter the “Purchase
Notice”). An Offeree who has           submitted a Purchase Notice shall be
referred to hereinafter as           “Buyer”. Notwithstanding the
foregoing, Intel (to the extent it           is a Major Holder) shall be required to
provide the Transferor with a Purchase           Notice within 10 days of receipt of the
Sale Notice and, in the event Intel is           the Transferor, the Offerees will be
required to provide Intel with a Purchase           Notice within 10 days of receipt of
the Sale Notice. 






	 	(f) 	Thereafter,
the Transferor shall give each Buyer who has fully exercised his           rights
pursuant to Article 29(e) a written notice (the “Excess           Notice”)
stating the amount of Offered Shares with respect to which no           Purchase Notice
was submitted (hereinafter referred to as “Excess Offered Shares”)
and each such Buyer shall be entitled, subject to           Article 29(j) below, provided
he so notifies the Transferor in writing (the           “Excess Reply Notice”),
such Excess Reply Notice to be received           by the Transferor within 7 Business
Days following the delivery by the           Transferor to such Buyer of the Excess
Notice, to purchase any or all of such           Excess Offered Shares. 






	 	(g) 	If
by the end of the time referred to in Articles 29(e) and 29(f) above no
          Purchase Notices have been received by the Transferor or the Transferor has
          received Purchase Notices with respect to a total number of shares that is less
          than the number of Offered Shares, the Transferor may, within 30 days from the
          expiration of the time for submission of the Purchase Notices or, in the event
          that Article 29(f) applies, the Excess Reply Notice, sell all (but not less
than           all) of the Offered Shares to the Transferee and/or to any Buyer that
submitted           a Purchase Notice and, if applicable, an Excess Notice, up to the
number of           shares requested to be purchased by such Buyer (though he shall be
under no           obligation to do so) at a price not less than the price mentioned in
the Sale           Notice (as linked to the representative rate of the U.S. dollar from
the day of           the furnishing of the notice to the date of sale in fact) and upon
all other           conditions not less favorable to the Transferor than those provided
for in the           Sales Notice. 






	 	(h) 	If
the Transferor shall not transfer the Offered Shares as aforesaid, within the
          period of time specified in Articles 29(e), (f) and (g) above, he shall be
          obligated, before selling the Offered Shares to another, to offer them again to
          the Offeree in accordance with the aforementioned procedure, and such procedure
          shall apply to any further offer. 






- 22 -







	 	(i) 	If
there have been received Purchase Notices and, if applicable, Excess Reply
          Notices, for a total number of shares equal to the number of Offered Shares,
          then every Buyer shall buy the number of shares as mentioned in the Purchase
          Notice and, if applicable, the Excess Reply Notices, he has submitted. 






	 	(j) 	If
Purchase Notices and Excess Reply Notices shall have been received for a           total
number of shares greater than the number of Offered Shares, the Buyers may
          acquire shares in a manner proportionate to the share capital of the Company
          held by them at that time, as determined in accordance with Article 29(e)
          above. However, no Buyer shall be required to buy a greater number of shares
          than the number provided for in the Purchase Notice and, if applicable, the
          Excess Reply Notice, submitted by him and upon the allocation to him of the
full           number of Offered Shares so requested by him in the Purchase Notice, such
Buyer           shall be disregarded for the purpose of any further allocation of the
remaining           Excess Offered Shares. 






	 	(k) 	In
every one of the events referred to in Articles 29(e), 29(f), 29(g),
          29(h), 29(j) and 29(i) the Transferor shall send within five (5) days after the
          last date for the submission of each of the Purchase Notices and the Excess
          Reply Notices to each of the Buyers, a notice accompanied by the copies of all
          Purchase Notices received by the Transferor of either non-acceptance of the
          offer pursuant to the Sale Notice or the acceptance thereof (hereinafter the
          “Acquisition Notice”). 






	 	(l) 	After
receipt of the Acquisition Notice notifying acceptance, each Buyer shall
          purchase from the Transferor, and the Transferor shall sell and transfer to
such           Buyer the number of shares referred to in such notice according to the
terms of           the Sale Notice (other than in circumstances set forth in Article 29(g)
          above, in which case the provisions of said Article 29(g) will apply).
Upon           the transfer to Buyer such shares must be free and clear of any liens or
          encumbrances unless otherwise specified in the Sale Notice. The Transferor and
          such Buyer shall each have all remedies for breach of contract available under
          applicable laws in connection with the transactions set forth in this
          Article 29. 






	 	(m) 	Any
Transfer of shares by any Offeree pursuant to the exercise of its co-sale
          rights under Article 29A shall not give the other Offerees additional rights of
          first refusal and shall be deemed to have been part of the Offered Shares and
          included in the Sale Notice to the extent that the number of the shares being
          Transferred has not changed as a result of the exercise of co-sale rights. To
          the extent such number has changed, the provisions hereof shall apply to the
          transaction again, ab initio, and the Transferor shall give a new Sale Notice
          hereunder. 






- 23 -







	29A  	CO
SALE






	 	(a) 	Should
any holder of Preferred Shares (other than Intel) (“Selling
                    Shareholder”) wish to make a Transfer, other than to a
Permitted                     Transferee, then each of the holders of Preferred Shares
other than Intel (the                     “Entitled Shareholders”) shall
have the right to participate in                     the Selling Shareholder’s
Transfer of such Offered Shares, in accordance                     with this Article 29A,
pursuant to the specified terms and conditions                     stated in the Sale
Notice, provided that an Entitled Shareholder who is also an                     Offeree
for purposes of Article 29 above shall be entitled to elect whether to
                    exercise its rights under either Article 29 or Article 29A and shall
not be                     entitled to contingently exercise its rights under both such
articles. Each of                     the Entitled Shareholders shall be entitled, upon
written notice to the Selling                     Shareholder within twenty-one (21)
Business Days after receipt of the Sales                     Notice (“Participating
Preferred Shareholders”), to sell to the                     Transferee up to
that number of the Shares in the Company owned by such                     Participating
Preferred Shareholder (the “Equity Shares”)
                    determined by multiplying the total number of Offered Shares times a
fraction                     the numerator of which is the number of Ordinary Shares
owned by such                     Participating Preferred Shareholders (on an
as-converted basis) and the                     denominator of which is the total number
of Ordinary Shares owned by all                     Participating Preferred Shareholders
(on an as-converted basis) and the Selling                     Shareholder. Such written
notice shall indicate, subject to the terms of this                     Article 29A, the
number of Shares that the Participating Preferred Shareholder                     intends
to transfer to the Transferee. At the closing of the sale of the Offered
                    Shares to the Transferee, the Selling Shareholder shall transfer his
shares to                     the Transferee only if the Transferee concurrently
therewith purchases, on the                     same terms and conditions specified in
the Article 29A Notice, all of the Shares                     as to which participation
notices have been delivered. 






	 	(b) 	Notwithstanding
the provisions of Article 29A(a), no Transfer in one transaction                     or
in a series of related transactions, of shares representing more than 50% of
                    the issued and outstanding shares of the Company (on an as converted
basis) may                     be made, other than to a Permitted Transferee, unless the
proposed Transferee of                     such shares offers to purchase the remaining
issued and outstanding shares of                     the Company upon the same terms and
conditions. In such event, the consideration                     payable by the
Transferee shall be distributed among all selling shareholders
                    participating in such Transfer in accordance with the terms of
Article 8. 






	29B  	BRING
ALONG






	 	(a) 	At
any time prior to the Company’s QIPO, in the event that: 






	 	
Shareholders
holding 60% (sixty percent) or more (the “Threshold Percent”) of the
Company’s issued and outstanding shares, on an as converted basis (the “Proposing
Shareholders”) accept an offer to affect a Merger or Acquisition (the “Offer”);
and 






	 	
Such
Merger or Acquisition is conditioned upon the consent and/or sale of all of the remaining
issued shares of the Company; then all remaining shareholders (the “Non Proposing
Shareholders”) will be required, if so demanded by the Proposing
Shareholders, to vote in favor of, execute the relevant documents, and otherwise take all
necessary and reasonable actions relating to such Offer, including to sell their shares
upon the same terms and conditions as in the Offer made to the Proposing Shareholders and
the proceeds shall be allocated in accordance with the provisions of Article 8, provided
however, that absent the written consent of the holders of the majority of the
outstanding Series BB Preferred Shares (which must include also the Special BB Consent),
the holders of the Preferred Shares shall not be forced to take any actions or sell their
shares as aforesaid, if the Merger or the Acquisition does not reflect a Company price
per share of more than two times the Original Issue Price of the Series BB-1 Preferred
Shares. In the event that the Threshold Percent is met, any sale, assignment, transfer,
pledge, hypothecation, mortgage, disposal or encumbrance of the Shares by the Non
Proposing Shareholders other than in connection with the Offer, shall be absolutely
prohibited. 






- 24 -








	 	(b) 	Notwithstanding
the foregoing, the obligation of Intel to sell its shares (the           “Transaction”)
pursuant to this Article 29B shall be subject to the           satisfaction of each of
the following conditions: 






	 	(i) 	Form
of Consideration. Intel shall not be required to accept any
               consideration for its shares other than cash or freely tradeable equity
               securities (subject to a lock-up period of no more than 90 days following
the                issuance of such securities to Intel) which have been admitted to or
listed upon                (i) the Official List of the UK Listing Authority or (ii) the
New York or                American Stock Exchange or the NASDAQ National Market in the
United States of                America or (iii) the Neuer Markt or (iv) Euronext Paris
S.A. or (v) such other                stock exchange as Intel may agree.  






	 	(ii) 	Equal
Consideration. Subject to section (iii) below, upon the                consummation
of the Transaction, all of the holders of Preferred Shares will                receive
the same form and amount of consideration per Preferred Share,
               respectively, taking into account any liquidation preference to which the
               holders of Preferred Shares are entitled, and if any holders of Preferred
Shares                are given an option as to the form and amount of consideration to
be received,                all holders will be given the same option.  






	 	(iii) 	Costs/Expenses.
Intel shall not be required to incur any costs or                expenses (without
limitation whether by way of out of pocket expenses or by way                of set off)
in connection with the Transaction except its pro rata share of any                costs
incurred for the benefit of all of the Company’s shareholders and for
               which Intel has agreed in writing to be responsible in advance of such
costs                being incurred. For the avoidance of doubt Intel shall be solely
responsible for                any costs that it decides to incur including the costs of
its own counsel.  






	 	(iv) 	Representations,
Warranties and Indemnities. The only representations,                warranties or
indemnities that Intel shall be required to make in connection                with the
Transaction are representations, warranties and indemnities concerning                (i)
legal ownership of the Company’s securities to be sold by Intel (the
               “Intel  Securities”), and (ii) the corporate authority of
Intel                to convey title to the Intel Securities, and the ability to do so
free and clear                of liens, encumbrances or adverse claims (the “Intel
Required                Obligations”). The Intel Required Obligations shall be
in the same form                as those to be given by each of the other shareholders of
the Company and shall                be given by Intel on a several (but not joint) basis
only.  






	 	(v) 	Liability.
Intel shall not accept, assume or be deemed to have assumed                any joint, or
joint and several, liability with any other shareholder(s), the                Company or
any other party, with respect to any representation, warranty,                indemnity,
covenant or combination thereof made by such other shareholder(s),                the
Company or other party in connection with the Transaction. Intel’s
               liability shall in any event be limited to the amount of consideration
actually                received by Intel in cleared funds.  






- 25 -







	 	(vi) 	Escrow
and Liability upon Escrow. In the event that consideration for any                of
the shares in the Company is to be placed in escrow (the “Escrow
               Amount”), such Escrow Amount will not exceed 15% of the total
               consideration payable to all shareholders of the Company and that the
Escrow                Amount, to the extent that no claim has been made against it and
for such amount                as might remain following such claim, will be released to
the shareholders at                the latest three (3) months following the end of the
acquiring company’s                first accounting period after the consummation of
the transfer of Intel’s                shares or eighteen (18) months after the
consummation of such transfer (the                later of the two). Intel’s
liability shall be limited to its pro rata share                of the Escrow Amount
(Intel’s pro rata share to be calculated on the basis                of the
consideration due to Intel as a proportion of the aggregate consideration
               due to all shareholders in the Company). For the avoidance of doubt, the
Escrow                Amount may be used to satisfy claims arising out of breaches by the
Company of                representations and warranties given by the Company in
connection with a                Transaction, all subject to the foregoing terms and
conditions.  






	 	(vii) 	US
Securities. If the consideration proposed for Intel’s shares is
               in the form of securities of an issuer incorporated in the United States,
Intel                shall not be obligated to participate in the Transaction unless it
is provided                an opinion of counsel to the effect that the sale in
connection with such                Transaction is not in violation of the registration
or qualification                requirements of federal or applicable state securities
laws in the United                States, or, if Intel is not provided with such an
opinion, the Company shall                indemnify Intel for any violation.  






	 	(vii) 	Other
Agreements. Intel shall not be required to amend, extend or                terminate
any contractual or other relationship with the Company, the acquirer                or
their respective affiliates.  






	 	(viii) 	Covenant
Not to Compete. Intel shall not be required to agree to any                covenants
including without limitation any covenant not to compete or any                covenant
not to solicit any of the customers, employees or suppliers of any                party
to the Transaction.  






	 	
Furthermore,
notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “OrbotechTransaction”)
pursuant to this Article 29B shall be subject to the condition that the only
representations, warranties or indemnities that Orbotech shall be required to make in
connection with the Orbotech Transaction are representations, warranties and indemnities
concerning (i) legal ownership of the Company’s securities to be sold by Orbotech
(the “Orbotech Securities”), and (ii) the corporate authority of
Orbotech to convey title to the Orbotech Securities, and the ability to do so free and
clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”).
The Orbotech Required Obligations shall be in the same form as those to be given by each
of the other shareholders of the Company and shall be given by Orbotech on a several (but
not joint) basis only. 






- 26 -









	29C.  	STAND
STILL 






	 	
Notwithstanding
anything to the contrary in these Articles, any issuance of securities by the Company, and
any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the
Company (by the Company or any shareholder), or any other action (including repurchase of
any shares of the Company by the Company or by any subsidiary thereof), other than any
action in which the provisions of Article 29B (Bring Along) shall apply, which results in
a Strategic Investor (as defined below) whether or not a shareholder of the Company,
holding (together with affiliates, Permitted Transferees, or other parties acting in
concert with it) more than 20% of the voting rights in the Company, is prohibited unless
approved in writing in advance by the Majority Preferred Shareholders (excluding, for the
purposes of such majority, any Strategic Investors and their affiliates and Permitted
Transferees or other parties acting in concert with them) and on terms and conditions
approved by them. Any of the transactions set forth in the forgoing sentence not so
approved shall be null and void and shall not be registered in the Company’s
Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a
corporation or other business entity whose business is related to the Company’s
business and who is likely to have a business or technologic interest in the
Company’s business, as distinguished from an interest for the sole purpose of a
financial investment. 







CALLS 



     	30.	
          A shareholder shall not be entitled to receive dividends nor to use any right a
          shareholder has, or receive any benefit or entitlement stated in these Articles
          (including without limitation, the rights set forth in Articles 7, 8, 11, 12,
          14, 29, 29A, 65 and 86 hereof), unless he has paid all the calls that shall be
          made from time to time prior to or on the date appointed for payment thereof,
          with respect of money unpaid on all of his shares, whether he is the sole holder
          or holds the shares together with another person, in addition to interest and
          expenses if there shall be any. 


          



     	31.	
          The Board may, subject to the provisions of these Articles, make calls upon the
          shareholders from time to time in respect of any moneys unpaid on their shares,
          as they shall determine proper, upon the condition that there shall be given
          prior notice of fourteen (14) days on every call and each shareholder shall be
          obligated to pay the total amount requested from him, or the installment on
          account of the call (if there shall so be) at the times and places to be
          determined by the Board. 


          



     	32.	
          The calls for payment shall be deemed to have been requested from the date the
          Board shall have decided upon the calls for payment. 


          



     	33.	
          The joint holders of a share shall be jointly and severally liable to pay the
          calls for payment in full and the installment on account, in connection with
          such calls. 


          



     	34.	
          If a sum called in respect of a share is not paid the holders of the share or
          the person to whom it has been issued shall be liable to pay interest and
          linkage differentials upon the amount of the call or the payments on account, as
          determined by the Board of Directors commencing from the day appointed for the
          payment thereof to the time of actual payment, but the Board shall be at liberty
          to waiver payment of that interest, wholly or in part. 


          



     	35.	
          Any amount that according to the condition of issuance of a share must be paid
          at the time of issuance or at a fixed date, whether on account of the sum of the
          share or premium, shall be deemed for the purposes of these Articles to be a
          call of payment that was made duly and the date of payment shall be the date
          appointed for payment. In the event of non-payment of this amount all of the
          Articles herein dealing with payment of interest, expenses, forfeiture, pledge
          and the like and all the other Articles connected therewith, shall apply, as if
          this sum had been duly requested and notice had been given, as aforesaid. 


          



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     	36.	
          The Board may make arrangements at the time of issue of shares for a difference
          between the holders with respect to the amount of calls to be paid and the times
          of payment, and the rate of interest. 


          



     	37.	
          The Board may, if it thinks fit, receive from any shareholder willing to pay in
          advance all of the monies or a part thereof that shall be due on account of his
          shares, in addition to any amounts or a part thereof that shall be due on
          account of his shares, in addition to any amounts that the payment in fact has
          been requested and they shall be permitted to pay him interest at the rate the
          Board and shareholders shall agree upon, for the amounts paid in advance as
          aforesaid, or upon the part thereof which is in excess of the amounts whose
          payment was at the time requested on account of his shares in connection with
          which the payments have been made in advance, in addition to paying dividends
          that will be paid for that part of the share which has been paid in advance. The
          Board of Directors may at any time repay any amount so advanced without premium
          or penalty by giving such shareholder seven days’ prior notice in writing.
          Nothing in this Article 37 shall derogate from the right of the Board of
          Directors to make any call before or after receipt by the Company of any such
          advance. 


          



FORFEITURE OF SHARES 



     	38.	
          If a shareholder fails to pay any call or installment of a call on the day
          appointed for payment thereof, the Board may, at any time thereafter during such
          time as any part of such call or installment remains unpaid, serve a notice on
          him requiring payment of so much of the call or installment as is unpaid,
          together with any interest which may have accrued and any expenses that were
          incurred as a result of such non-payment. 


          



     	39.	
          The notice shall name a further day, not earlier than the expiration of seven
          days from the date of the notice, on or before which the amount of the call or
          installment or a part thereof is to be made together with interest and any
          expenses incurred as a result of such non-payment. The notice shall also state
          the place the payment is to be made and that in the event of non-payment, at or
          before the time appointed, the shares in respect of which the call was made will
          be liable to be forfeited. 


          



     	40.	
          If the requirements of any such notice as aforesaid are not complied with, any
          share in respect of which the notice has been given may at any time thereafter,
          before the payment required by the notice has been made, be forfeited by a
          resolution of the Board to that effect. In such event, the provisions of Section
          181 of the Companies Law shall apply, and the shares so forfeited shall be
          “dormant shares” as provided for therein. The forfeiture shall include
          those dividends that were declared but not yet distributed, with respect to the
          forfeited shares. 


          



     	41.	
          A share so forfeited shall be deemed to be the property of the Company and can
          be sold or otherwise disposed of, on such terms and in such manner as the Board
          thinks fit, subject to applicable law. Such shares shall not be deemed, for the
          purposes of these Articles, to comprise part of the issued and outstanding share
          capital of the Company, and shall be disregarded for the purposes of
          calculations based thereon. At any time before a sale or disposition the
          forfeiture may be canceled on such terms as the Board thinks fit. 


          



- 28 -







     	42.	
          A person whose shares have been forfeited shall cease to be a shareholder in
          respect of the forfeited shares, but shall notwithstanding remain liable to pay
          to the Company all monies which, at the date of forfeiture, were presently
          payable by him to the Company in respect of the shares, but his liability shall
          cease if and when the Company receives payment in full of all moneys that, at
          the date of forfeiture, were presently payable by him to the Company in respect
          of the shares (including interest and expenses). 


          



     	43.	
          Without derogating from Article 30 above, the forfeiture of a share shall cause,
          at the time of forfeiture, the cancellation of all rights in the Company or any
          claim or demand against it with respect to that share and the other rights and
          obligations between the share owner and the Company accompanying the share,
          except for those rights and obligations not included in such a cancellation
          according to these Articles or that the Companies Law imposes upon former
          shareholders. 


          



     	44.	
          The provisions of these Articles as to forfeiture shall apply in the case of
          non-payment of any sum which, by the terms of issue of a share, becomes payable
          at a fixed time, whether on account of the nominal value amount of the share, or
          by way of premium, as if the same had been payable by virtue of a call duly made
          and notified. 


          



MODIFICATION OF CAPITAL 



	45.  	Subject
to the provisions of Article 12 above and to any applicable law, the           Company
may, from time to time, by resolution duly adopted according to these           Articles: 






	 	(a) 	consolidate
and divide all or any of its issued or unissued share capital into           shares of
larger nominal value than its existing shares; 






	 	(b) 	cancel
any shares which have not been taken or agreed to be taken by any person; 






	 	(c) 	by
subdivision of its existing shares, or any of them, divide the whole, or any
          part, of its share capital into shares of smaller amounts than is fixed by the
          Memorandum of Association in a manner that with respect to the shares created
as           a result of the division it will be possible within the resolution of
division           to grant to one or more shares a preferable right or advantage with
respect to           dividend, capital, voting or otherwise over the remaining share or
other similar           shares; 






	 	(d) 	reduce
its share capital and any fund reserved for capital redemption in the           manner
that it shall deem to be correct. 






INCREASE OF SHARE CAPITAL 



     	46.	
          Subject to the provisions of Article 12 above and to any applicable law, the
          Company shall be permitted from time to time, by resolution duly adopted
          according to these Articles, to increase its share capital – whether or not
          all its shares have been issued, or whether the shares issued have been paid in
          full – by creation of new shares. This new capital shall be in such an
          amount, divided into shares in such amounts and have such preferable or deferred
          or other special rights (subject always to the special rights conferred upon an
          existing class of share), subject to any condition and restrictions with respect
          to dividends, return of capital, voting or otherwise, all as shall be directed
          by the general meeting in its resolution sanctioning the increase of the share
          capital. 


          



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     	47.	
          Subject to any decision to the contrary in the resolution sanctioning the
          increase in share capital, pursuant to these Articles, the new share capital
          shall be deemed to be part of the original share capital of the Company and
          shall be subject to the same provisions with reference to payment of calls,
          liens, title, forfeiture, transfer and otherwise as apply to the original share
          capital. 


          



GENERAL MEETINGS 



     	48.	
          A general meeting shall be held once in every calendar year at such time, being
          not more than fifteen months after the holding of the last preceding general
          meeting, and place as may be prescribed by the Board. The above mentioned
          general meetings shall be called “Annual General Meetings”. All other
          general meetings shall be called “Special General Meetings”. 


          



     	49.	
          Subject to the provisions of these Articles the function of the Annual General
          Meeting shall be to receive and to deliberate with respect to the profit and
          loss statements, the balance sheets, the ordinary reports and accounts of the
          Board and auditors; to declare dividends, to appoint auditors and to fix their
          salaries. Every other matter shall be deemed to be special and shall be
          discussed at a Special General Meeting. 


          



     	50.	
          The directors or anyone of them may, whenever they think fit, and upon a
          requisition in writing as provided for in the Companies Law, convene a Special
          General Meeting. Every such requisition shall include the objects for which a
          meeting should be convened, shall be signed by the requisitioners and shall be
          sent to the registered Office of the Company. If the Board of Directors does not
          convene a meeting within 21 days from the date of the submission of the
          requisition as aforesaid, the requisitioners may convene by themselves a
          meeting. However, the meeting which was so convened shall not be held after
          three months have passed since the date of the submission of the requisition. 


          



NOTICE OF GENERAL MEETINGS 



     	51.	
          A prior notice of 14 days at least shall be sufficient for any general meeting,
          including any meeting at which it is being proposed to amend the Memorandum of
          Association and/or Articles of Association and, accordingly, prior notice of at
          least 14 days shall be given with respect to the place, date and hour of the
          meeting, and in the event that a special matter shall be discussed, a general
          description of the nature of that matter. The notice shall be given, as herein
          below provided for, to the shareholders entitled pursuant to these Articles to
          vote at the meeting. The notice shall be sufficient for any meeting of
          shareholders including a meeting at which it is proposed to amend the Memorandum
          of Association and/or Articles of Association. If, by chance, a notice as
          aforesaid was not given or not received by a shareholder, this shall not amount
          to a disqualification of the resolution passed or disqualification of the
          proceedings held at that meeting. With the consent of all the shareholders who
          are entitled, at that time, to vote, it shall be permitted to convene all
          meetings and to resolve all types of resolutions, upon a shorter advance notice
          or without any notice and in such manner, generally, as such be approved by the
          shareholders. 


          



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QUORUM 



     	52.	
          No deliberation shall be commenced with respect to any matter at the general or
          special meeting unless there shall be present a quorum at the time when the
          general meeting proceeds to deliberate. In any meeting a quorum shall be formed
          when there are present personally or by proxy not less than two shareholders who
          hold or represent together the majority of the voting rights of the issued share
          capital of the Company, providing that one of such two shareholders present
          shall be a holder of Preferred Share(s) of the Company. 


          



     	53.	
          If within half an hour from the time appointed for the meeting a quorum is not
          present, the meeting, if convened by the Board upon the demand of shareholders
          or upon the demand of less than 50% of the directors then in office or directly
          by such shareholders or directors, shall be cancelled. Otherwise, if within half
          an hour from the time appointed for the meeting a quorum is not present, the
          meeting shall stand adjourned to the same day in the next week at the same place
          and time, or any other day and/or any other hour and/or any other place as the
          Board shall notify the shareholders, and, if at the second meeting a quorum is
          not present within half an hour from the time appointed for the meeting any two
          shareholders present personally or by proxy shall be a quorum, and shall be
          entitled to deliberate and to resolve in respect of the matters for which the
          meeting was convened. Shareholders may participate by means of conference
          telephone or similar communications equipment by means of which all persons
          participating in the meeting can hear each other, and such participation in a
          meeting shall constitute attendance in person at the meeting. The secretary of
          the meeting shall confirm attendance by telephone to the Chairman. 


          



CHAIRMAN 



     	54.	
          The Chairman of the Board of Directors shall preside as chairman at all general
          meetings. If there is no Chairman or he is not present within 15 minutes from
          the time appointed for the meeting or if he shall refuse to preside at the
          meeting, the shareholders present shall elect 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 preside at the meeting the
          shareholders present shall elect one of the shareholders present to preside at
          the meeting. The Chairman shall have no special rights or privileges and no
          second or casting vote. 


          



POWER TO ADJOURN 



     	55.	
          The Chairman may, with the consent of any meeting at which a quorum is present,
          and shall if so directed by the meeting, adjourn the meeting from time to time
          and from place to place, as the meeting shall decide. At an adjourned meeting no
          matters shall be discussed except for those permissible to be discussed at that
          meeting which decided upon the adjournment. 


          



ADOPTION OF RESOLUTIONS 



     	56.	
          At every meeting a resolution put to the vote of the meeting shall be decided
          upon by a show of hands, unless before or upon the declaration of the result of
          the show of hands a secret ballot in writing be demanded by the Chairman (if he
          is entitled to vote) or by any shareholder present, in person or by proxy, and
          entitled to vote at the meeting. Except if a secret vote is demanded as
          aforesaid, the declaration of the Chairman that the resolution has been carried
          or carried unanimously or by a particular majority, or lost, or not carried by a
          particular majority, shall be final, and an entry to that effect in the minute
          book of the Company, shall be conclusive evidence of the fact without the
          necessity of proving the number or proportion of the votes recorded in favor or
          against such a resolution. Subject to any provision in this regard in the
          Companies Law, or in these Articles, all resolutions of the shareholders
          including without limitation with respect to a merger, a change of the
          Company’s name, modification or alterations of the Company’s share
          capital and the amendment of the Company’s Memorandum of Association in
          accordance with such resolution and the amendment or replacement of the
          Company’s Articles of Association shall be deemed adopted at a General
          Meeting at which a quorum is present if approved by a simple majority of the
          voting rights of the Company represented personally or by proxy and voting
          thereon. 


          



- 31 -







     	57.	
          If a secret ballot is duly demanded, it shall be taken in such manner as the
          Chairman directs, whether immediately or after an adjournment or in a postponed
          manner or otherwise, and the results of the ballot shall be deemed to be a
          resolution of the meeting wherein the secret ballot was demanded. Those
          requesting a secret ballot can withdraw their request at any time before the
          secret ballot is held. A secret ballot demanded on the election of a Chairman,
          or on a question of adjournment shall be taken forthwith. A secret ballot
          demanded on any other question shall be taken at such time as the Chairman of
          the meeting directs. A demand for a secret ballot shall not prevent the
          continuation of the meeting with respect to the transaction of any other
          business, except for the manner with respect to which the secret ballot was
          demanded. All demands or notices hereunder may be submitted by facsimile. 


          



VOTES OF SHAREHOLDERS 



	58.  	Subject
to and without derogating from the right or preference rights or           restrictions
existing at that time with respect to a certain class of shares           forming of the
capital of the Company, each shareholder present at a meeting,           personally or by
proxy, shall be entitled, whether at a vote by show of hands or           by secret
ballot, to one vote for each Ordinary Share held by him calculated,           with
respect to the Preferred Shares, on an as-converted basis, provided that no
          shareholder shall be permitted to vote any shares at a general meeting or
          appoint a proxy to vote therein except if he has paid all calls for payment
          prior to or on the day appointed for payment thereof and all monies due to the
          Company from him prior to or on the day appointed for payment thereof with
          respect to such shares. 






	59.  	In
the case of joint holders the vote of the senior who tenders a vote, whether           in
person or by proxy, shall be accepted to the exclusion of the votes of the
          other joint holders; and for the purpose of this article seniority shall be
          determined by the order in which the names stand in the register of
          shareholders. Joint holders of a share of which one of them is present at a
          meeting shall not vote by proxy. The appointment of a proxy to vote on behalf
of           a share held by joint holders shall be executed by the signature of the
senior           of the joint holders. 






	60.  	PROXIES 






	 	(a) 	In
every vote a shareholder shall be entitled to vote either personally or by
          proxy. A proxy present at a meeting shall also be entitled to request a secret
          ballot. A proxy need not be a shareholder of the Company. 






	 	(b) 	A
shareholder of the Company that is a corporation or partnership shall be
          entitled by decision of its Board of Directors or by a decision of a person or
          other duly authorized body, to appoint a person who it shall deem fit to be its
          representative at every meeting of the Company. The representative, appointed
as           aforesaid, shall be entitled to perform on behalf of the corporation he
          represents all the powers that the corporation itself may use just as if it was
          a person. 







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	61. 	 (a) 	
A vote pursuant to an instruction appointing a proxy shall be valid
          notwithstanding the death of the appointor or the appointor becoming of unsound
          mind or the cancellation of the proxy or its expiration in accordance with any
          law, or the transfer of the shares with respect to which the proxy was given,
          unless a notice in writing was given of the death, becoming of unsound mind,
          cancellation or transfer and was received at the Office before the meeting took
          place. 






	 	(b) 	A
shareholder is entitled to vote by a separate proxy with respect to each share
          held by him provided that each proxy as aforesaid shall have a separate letter
          of appointment containing the serial number of the shares with respect to which
          the proxy is entitled to vote. If a specific share is included by the holder in
          more than one letter of appointment, that share shall not entitle any of the
          holders of such instrument to a vote. 






INSTRUMENT OF APPOINTMENT 



     	62.	
          A letter of appointment of a proxy or power of attorney or other certificate (if
          there shall be such) pursuant to which the appointee is acting, shall be in
          writing and such instrument or a copy thereof shall be deposited in the Office,
          or in another place in Israel or abroad – as the Board shall direct from
          time to time generally or with respect to a particular case, no later than upon
          the commencement of the meeting or adjourned meeting wherein the person referred
          to in the instrument is appointed to vote, otherwise that person shall not be
          entitled to vote that share. An instrument appointing a proxy and which is not
          limited in time or by the occurrence of an event (such as an IPO) shall not be
          valid 12 months after the date of its execution. If the appointment shall be for
          a limited period or until the occurrence of an event (such as an IPO), the
          instrument shall be valid for the period or until the occurrence of the event
          contained therein. 


          



     	63.	
          An instrument appointing a proxy (whether for a specific meeting or otherwise)
          may be in the following form or in any other similar form which the
          circumstances shall permit: 


          



“I,______________, of
______________, a shareholder holding shares in ____________ and entitled to _______
votes hereby appoint ________________, of ____________, or in his place ______________,
of _______________, to vote in my name and in my place at the general meeting (annual,
special, adjourned – as the case may be) of the Company to be held on the ____ day
of __________, 2___ and at any adjournment thereof.  



In witness whereof, I have hereby
affixed my signature the ___ day of __________, 2___. 





	——————————————


Appointor's Signature		







	64.  	RESERVED 






	65.  	DIRECTORS 






- 33 -








	 	(a) 	The
Board of Directors shall consist of up to nine (9) members who shall be
          appointed as follows: 






	 	(1) 	each
of Pitango, Star, Genesis and Orbotech shall be entitled to appoint one (1)
               director to the Board of Directors of the Company for so long as it holds
               Preferred Shares constituting more than 5% of the issued and outstanding
share                capital of the Company, on an as converted basis, and thereafter the
               directorship which was vacated shall be held by a director appointed by
the                holders of the majority of the Series AA Preferred Shares not
otherwise entitled                to appoint a director pursuant to this Article
65(a)(1);  






	 	(2) 	each
of Poalim Ventures and Wellington shall be entitled to appoint one (1)
               director for so long as it holds Preferred Shares constituting more than
3% of                the issued and outstanding share capital of the Company, on an as
converted                basis and thereafter the directorship which was vacated shall be
held by a                director appointed by the holders of the majority of the Series
BB Preferred                Shares;  






	 	(3) 	the
majority of the directors appointed pursuant to Articles 65(a)(1) and(2)
               above shall be entitled to appoint up to two (2) directors, who shall be
               independent industry experts; and  






	 	(4) 	the
Chief Executive Officer (“CEO”) of the Company shall be a
               director if he or she is appointed as a director by a majority of the
directors                appointed pursuant to Articles 65(a)(1) and(2) above;  






	 	(b) 	Amadeus
shall be entitled to appoint one (1) observer to the Board for so long           as it
holds Preferred Shares constituting more than 5% of the issued and           outstanding
share capital of the Company, on as converted basis. 






	 	(c) 	Observers
to the Board of Directors shall be entitled to attend all Board of           Directors
meetings and in this capacity, to receive all notices of meetings and           any
documentation the Company provides to the Company’s directors before,
          during or after such meetings, subject to restrictions relating to
          attorney-client privilege, and shall be subject (other than an observer
          appointed by Intel) to the same fiduciary duties that apply to members of the
          Board of Directors. 






	 	(d) 	The
provisions of this Article 65 shall be in force until the QIPO. 






	66. 	 (a) 	
The directors and observers shall be appointed as set forth in           Article 65
and may be removed and vacancies filled by those entitled to           appoint, as
specified in Article 65. Notice of appointment or removal shall           become
effective on the date fixed in the notice of appointment or removal, or           upon
delivery thereof to the Company, whichever is later. For avoidance of           doubt, in
the event that a seat of the Board of Directors is vacated, and no one           is
entitled to replace such vacated seat, then such vacated seat shall remain
          vacant and the number of directors shall be reduced accordingly. 






- 34 -







	 	(b) 	If
the office of any member of the Board of Directors is vacated, the other
          members of the Board of Directors may act in every way and manner so long as
          their number does not fall below two, at least one of which was appointed by
the           holders of the Preferred Shares. If their number falls below two, or if
there           are only two directors but none of them were appointed by the holder of
the           Preferred Shares, they may act only in an emergency, for convening General
          Meetings and for providing written notice to those shareholders or groups of
          shareholders who are entitled to fill the vacancies, of such vacancies. In the
          event that within 10 days following mailing of such written notices the
          vacancies are not filled, the directors in office, whatever their number or by
          whom appointed, may act in every way and manner. 






     	67.	
          Subject to the provisions of these Articles or to the provisions of an existing
          contract, the tenure of office or the director shall automatically be
          terminated: 


          



	 	(1) 	if
he becomes bankrupt; 






	 	(2) 	if
he is declared lunatic or becomes of unsound mind; 






	 	(3) 	if
he has resigned by an instrument in writing to the Company; 






	 	(4) 	if
he is removed from office pursuant to Articles 65 and 66 above; 






	 	(5) 	with
his death; 






	 	(6) 	if
he is the CEO, upon termination of his position as CEO (or earlier, if           removed
pursuant to Articles 65 and 66 above, as aforesaid); or 






	 	(7) 	if
a company, with its liquidation. 






	68.  	ALTERNATIVE
DIRECTOR 






	 	(a) 	Any
person who is qualified to be appointed as a Director may serve as a substitute
director even if he is a member of the Board of Directors or a substitute
Director, (hereinafter “substitute”).  






	 	(b) 	A
substitute shall have one vote. 






	 	(c) 	A
substitute shall have, subject to the provisions of the instrument by which he
          was appointed, all the powers and authorities that the director for which he is
          serving as director, has. 






	 	(d) 	The
provision of this Article with respect to the appointment of a director           shall
apply with respect to an appointment of a substitute. 






	 	(e) 	The
office of a substitute director shall be automatically vacated if his
          appointment is terminated by the director who appointed him in accordance with
          these regulations, or upon the occurrence of one of the events described in
          Articles (1), (2), (3), (5), (6) or (7) of Article 67 or, if the office of
          the member of the Board of Directors with respect to whom he serves as a
          substitute shall be vacated for any reason whatsoever. 






	 	(f) 	The
substitute director has the right to receive notice of convening of a Board           of
Directors meeting and may participate or vote at such meeting only if the
          director appointing said substitute is absent from said meeting. 






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	69.  	REMUNERATION
OF DIRECTOR 






	 	
Members
of the Board of Directors, not being employees of the Company or professionals providing
special professional services for consideration to its members - shall not receive a
salary from funds of the Company unless the general meeting has so decided and in the
amount that the general meeting shall decide upon. The directors, and their substitutes,
shall be entitled to receive expenses, in an acceptable rate, for travel expenses, board
and lodging that have been expended for or during the performance of their duties as
directors, and including travel expenses to the Board meetings and return. If pursuant to
a decision of the Board, one of the directors shall perform services or tasks aside from
his regular duties as a director, whether as a result of his particular profession or by a
trip or stay abroad or otherwise, the Board may decide to pay him a preferred wage in
addition to his regular salary, and such a wage shall be paid by way of salary,
commission, participation in profits or otherwise and this wage shall be in addition to
his regular salary, if there shall be any, or will be in place thereof, as shall be
decided. 






	70.  	POWER
AND DUTIES 






	 	
The
management of the business of the Company shall be vested in the Board of Directors. They
shall be entitled to exercise all the powers and authorities that the Company has and to
perform in its name all the acts that it is entitled to do according to its memorandum of
association and/or Articles and/or the Companies Law except for those which are pursuant
to the Companies Law or the Articles vested in the general meeting of the Company, subject
to any provisions in the Companies Law or in these Articles or the regulations that the
Company shall adopt in its general meeting (insofar as they do not contradict the
Companies Law or these Articles). However any article adopted by the Company in its
general meeting shall not affect the legality of any prior act of the Board that would be
legal and valid, if not for such an article. 






	71.  	A
director shall not be required to hold qualifying shares. 






CONFLICT OF INTEREST 



     	72.	
          A director shall not be prohibited from fulfilling his rights and duties under
          these Articles or from entering into contracts with the Company whether as a
          seller, buyer or otherwise, and no such contract or arrangement which shall be
          made on behalf of the Company or in its name wherein the director is or will be
          an interested party, either directly or indirectly, shall be void provided,
          however that: 


          



	 	(a)	any
transaction between a director and the Company must be approved both by the
          Board of Directors and the Audit Committee of the Company, or, if no Audit
          Committee has been created, by the General Meeting; 






	 	(b)	the
interested director may not participate or vote at the Board of Directors at
          which approval is sought unless all other directors are interested directors,
          but shall be counted toward the quorum necessary for commencing deliberations
at           such meeting; and 






	 	(c)	the
interested director must, in addition to disclosing the substance of his
          interest in the transaction for which approval is sought, also disclose any
          material facts and documents relating thereto. The provisions of this article
          shall apply also to a substitute or alternate director, if it is appropriate. 






- 36 -







     	73.	
          A director may hold another paid position or function in the Company or in any
          other company that the Company is a shareholder of or that it has some other
          interest in, together with his position as a director (except an auditor) upon
          those conditions with respect to salary and other matters as decided by the
          Board. 


          



     	74.	
          FUNCTIONS OF THE DIRECTORS 


          



	 	
The
Board may meet in order to transact business, to adjourn its meetings or to organize them
otherwise as it shall deem fit and to determine the legal quorum necessary to conduct
business, provided that the quorum for a meeting of the Board of Directors shall consist
of at least a majority of the directors then in office. A director whose presence is
required for purposes of a quorum as aforesaid may by written notice to the Company waive
the requirement for his presence in order to constitute a quorum. If within half an hour
from the time appointed for the meeting a quorum is not present, the meeting shall stand
adjourned to the second business day following the day originally scheduled, and at such
adjourned meeting 4 directors shall constitute a quorum notwithstanding that a director
appointed by any specific shareholder or class of shareholders is not present. 






	75.  	CHAIRMAN 






	 	
The
Board may from time to time elect, by a simple majority, a Chairman, and decide the period
of time he shall hold such an office, and he shall preside at the meetings of the Board of
Directors. However, if such a Chairman is not elected or if he is not present at any
meeting, the Board may, by a simple majority, choose one of its members to serve as
Chairman of that meeting. 






	 	
The
Chairman shall have no rights or privileges other than those granted to directors and
shall not have a second of casting vote. 






MEETINGS 



     	76.	
          A member of the Board of Directors may at any time call a Board of
          Directors’ meeting, and the secretary shall be required on the request of
          such member to convene a Board of Directors’ meeting. 


          



	 	(a) 	Any
notice of a Board of Directors’ meeting can be given, in writing, or by
          fax or email provided that the notice is given seven (7) days before the time
          appointed for the meeting, unless all the members of the Board of Directors
          having received a shorter notice, shall agree to such a shorter notice,
          provided, however, that a four (4) days notice will be sufficient if the
          majority of the directors then in office agree to such shorter notice. 






	 	(b) 	Unless
otherwise provided by these Articles, all acts and determinations of the           Board
of Directors shall be determined by a simple majority of those attending           and
voting. 






	 	(c) 	Members
of the Board of Directors, or any committee designated by the Board of
          Directors, may participate in a meeting of the Board of Directors, or any
          committee, by means of conference telephone or similar communications equipment
          by means of which all persons participating in the meeting can hear each other,
          and such participation in a meeting shall constitute attendance in person at
the           meeting. 






- 37 -








	77.  	DELEGATION
OF POWER 






	 	(a) 	Subject
to applicable law, the Board of Directors may delegate any of their           powers to
committees consisting of such member or members of their body as they           deem fit
and may, from time to time, revoke such delegation. No committee of the           Board
of Directors shall be established except by unanimous consent of all           directors. 






	 	(b) 	In
the exercise of any power delegated to it by the Board of Directors all
          committees shall conform to any regulations that may be imposed upon them by
the           Board of Directors, if there shall be any such regulation. If no such
          regulations are adopted by the Board of Directors or if there are no complete
          and encompassing regulations, the committees shall act pursuant to these
          Articles dealing with organization of meetings, meetings and functions of the
          Board of Directors, mutatis mutandis, and insofar as no provision of the Board
          of Directors shall replace it pursuant to this article. 






	 	(c) 	All
actions performed in a bona fide fashion by the Board of Directors or by a
          committee of the Board of Directors, or by any person acting as a director or
as           a substitute shall be as valid, even if at a later date a flaw shall be
          discovered in the appointment of such a director or such a person acting as
          aforesaid, or that all or some of them were unfit as if each and every one of
          those persons shall have been duly appointed and fit to serve as a director or
          substitute as the case may be. 






	80.  	GENERAL
MANAGER 






	 	(a) 	The
Board may from time to time appoint one or more persons, whether or not he           is a
member of the Board of Directors, as the CEO of the Company, either for a           fixed
period of time or without limiting the time that he or they will stay in
          office, and the Board may from time to time (subject to any provision in any
          contract between him or them and the Company) release him or them from their
          office and appoint another or others in his or their place. 






	 	(b) 	The
Board of Directors may from time to time grant and bestow upon the general
          manager, at that time, those powers and authorities that it exercises pursuant
          to these Articles, as it shall deem fit, and may grant those powers and
          authorities for such period, and to be exercised for such objectives and
          purposes and in such time and conditions, and on such restrictions, as it shall
          decide; and it may grant such authorities whether concurrently with the Board
of           Directors’ authorities in that area, or in excess of them, or in place
          thereof or any one of them, and it can from time to time revoke, repeal, or
          change any one or all of those authorities. 






	 	(c) 	Notwithstanding
the aforesaid in Article 69 the wages of the general manager           shall be
determined from time to time by the Board of Directors (subject to any
          provision in any contract between him and the Company) and it may be paid by
way           of a fixed salary or commission or dividends, or a percentage of profits or
the           Company profit turnover or of any other Company that the Company has an
interest           in, or by participation in such profits, or in one or more of the
aforementioned           methods. 






- 38 -







	81.  	MINUTES 






	 	(a) 	The
Board shall cause minutes to be taken of all general meetings of the           Company,
of the appointments of officials of the Company, of Board of           Directors’ meetings
and of committee meetings that shall include the           following items, if
applicable: 






	 	(1) 	the
names of the members present;  






	 	(2) 	the
matters discussed at the meeting;  






	 	(3) 	the
results of the vote;  






	 	(4) 	resolutions
adopted at the meeting;  






	 	(5) 	directives
given by the meeting to the committees;  






	 	(6) 	if
requested, any reservation of a shareholder or director with regard to a           matter
discussed or resolution passed.  






	 	(b) 	The
minutes of any meeting shall serve as prima facie proof as to the facts in           the
minutes if the minutes are reviewed and approved at the next succeeding           meeting
and are signed by the Chairman of that next succeeding meeting. 






	82.  	RESOLUTION
IN WRITING 






	 	
A
resolution in writing signed by all shareholders of the Company or by all the members of
the Board of Directors, or of a committee, or such a resolution that all the shareholders
of the Company then entitled to vote at General Meetings, the members of the Board of
Directors or a committee have agreed to in writing or by fax shall be valid for every
purpose as a resolution adopted at a General Meeting, Board of Directors’ or
committee meeting, as the case may be, that was duly convened and held. In place of a
shareholder or director, as the case may be, any such aforesaid resolution may be signed
and delivered by his substitute. 






	83.  	SEAL,
STAMP AND SIGNATURES 






	 	(a) 	The
Board shall cause the seal (if the Company shall have a seal) to be kept in
          safekeeping and it shall be forbidden to use the seal unless prior permission
of           the Board of Directors is given. If such permission was given, the seal
shall be           affixed in the presence of whoever has been so appointed by the Board
of           Directors, and he shall sign any document upon which the seal has been
affixed. 






	 	(b) 	The
Company shall have at least one rubber stamp. The Board shall ensure that           such
a stamp is kept in a safe place. 






	 	(c) 	The
Board of Directors may designate and authorize any person or persons (even           if
they are not members of the Board of Directors) to act and to sign in the           name
of the Company, and the acts and signatures of such a person or persons           shall
bind the Company, insofar as such persons have acted and signed within the
          limits of their aforesaid authority. 






- 39 -







	 	(d) 	The
printing of the name of the Company by a typewriter or by hand next to the
          signatures of the authorized signatories of the Company, pursuant to
sub-article           (c) above, shall be valid as if the rubber stamp of the Company was
affixed. 






	84.  	BRANCH
REGISTERS 






	 	
The
Company may, subject to the provisions of the Companies Law or any other applicable law
that may substitute such provisions, keep in every other country where those provisions
shall apply, a register or registers of shareholders living in that other country as
aforesaid, and to exercise any other powers referred to in the laws with respect to such
branch registers. 






	85.  	THE
SECRETARY, OFFICERS AND ATTORNEYS 






	 	(a) 	The
Board of Directors may appoint a secretary of the Company upon the           conditions
that it deems fit. The Board may as well, from time to time, appoint           an
associate secretary who shall be deemed to be the secretary for the period of
          his appointment. 






	 	(b) 	The
Board of Directors may, from time to time appoint to the Company, officers,
          workers, agents and functionaries to permanent, temporary or special positions,
          as it shall, from time to time, see fit and set compensation for them. 






	 	(c) 	The
Board may, at any time and from time to time, authorize any Company, firm,
          person or group of people, whether this authorization is done by the Board
          directly or indirectly, to be the attorneys in fact of the Company for those
          purposes and with those powers and discretion which shall not exceed those
          conferred upon the Board of Directors or that the Board of Directors can
          exercise pursuant to these Articles – and for such a period of time and
          upon such conditions as the Board deems proper, and every such authorization
may           contain such directives as the Board of Directors deems proper for the
          protection and benefit of the persons dealing with such attorneys. 






	86.  	DIVIDEND 






	 	
Subject
to the provisions of the Companies Law and these Articles, including without limitation
the provisions of Articles 7, 8 and 12 and subject to any rights or conditions of
Preferred Shares and other rights and conditions attached at that time to any share in the
capital of the Company granting preferential, special or deferred rights or not granting
any rights with respect to dividends, the profits of the Company shall be distributable to
the shareholders of the Company according to the proportion of the nominal value paid up
or credited as paid up on account of the shares held by them at the date so appointed by
the Company, without regard to the premium paid in excess of the nominal value. A
distribution, setting aside or declaration of dividend requires a decision of the Board of
Directors. 






	 	
The
Board of Directors may issue any share upon the condition that a dividend shall be paid at
a certain date or that a portion of the declared dividend for a certain period shall be
paid, or that the period for which a dividend shall be paid shall commence at a certain
date, or a similar condition, all as decided by the Board of Directors. In every such case
– subject to the provision mentioned in the beginning of this article – the
dividend shall be paid in respect of such a share in accordance with such a condition. 






- 40 -







	87.  	Subject
to the provisions of the Companies Law, at the time of declaration of a
                    dividend the Board of Directors may decide that such a dividend shall
be paid in                     part or in whole, by way of distribution of certain
properties, especially by                     way of distribution of fully paid up shares
or debentures or debenture stock of                     the Company, or by way of
distribution of fully paid up shares or debentures or                     debenture stock
of any other Company or in one or more of the aforesaid ways.                     For
purposes of any such distribution, the outstanding Preferred Shares shall be
                    deemed to have been converted into Ordinary Shares as of the time
appointed by                     the Board of Directors for the purpose of determining
entitlement to participate                     in such distribution. 






	88.  	Any
dividends payable on shares which are not fully paid up, will be first
                    applied to any unpaid amount on such shares even if such payments are
not yet                     due, pursuant to the terms of issuance or as provided in
these Articles, and any                     excess will be distributed to the holder of
such shares as set forth herein. 






	89.  	The
Board of Directors may put a lien on any dividend on which the Company has a
                    charge, and it may use it to pay any debts, obligations or
commitments with                     respect to which the charge exists. 






	90.  	A
transfer of shares shall not transfer the right to a dividend which has been
                    declared after the transfer but before the registration of the
transfer. The                     person registered in the register as a shareholder on
the date appointed by the                     company for that purpose shall be the one
entitled to receive a dividend. 






	91.  	Reserved. 






	92.  	A
notice of the declaration of a dividend, whether an interim dividend or
                    otherwise, shall be given to the shareholders registered in the
register, in the                     manner provided for in these Articles. 






	93.  	If
no other provision is given, the dividend may be paid by check or payment
                    order to be mailed to the registered address of a shareholder or
person entitled                     thereto in the register or, in the case of registered
joint owners, to the                     addresses of one of the joint owners as
registered in the register. Every such                     check shall be made out to the
person it is sent to. The receipt of the person                     who, on the date of
declaration of dividend, is registered as the holder of any                     share or,
in the case of joint holders, of one of the joint holders, shall serve
                    as a release with respect to payments made in connection with that
share. 






	94.  	(a) 	
Subject to Article 12 above, if at any time the share capital shall be
                    divided into different classes of shares, the distribution of fully
paid up                     shares, from funds pursuant to Article 95 below, shall be
made in one of the two                     following manners as to be decided upon by the
Board: 






	 	(i) 	In
such a manner so that all the holders of a share entitled to fully paid up
          shares shall receive one uniform class of shares; or  






- 41 -







	 	(ii) 	such
In manner so that each holder of shares entitled to fully paid up shares as aforesaid shall
receive shares of the class of shares held by him and entitling him to fully paid up
shares, as aforesaid.  






	 	(b) 	In
order to give effect to any resolution in connection with the distribution of
                    dividends, or distribution of property, fully paid-up shares or
debentures, the                     Board of Directors may resolve any difficulty that
shall arise with distribution                     as it shall deem necessary, especially
to issue certificates for fractional                     shares and to determine the
value of certain property for purposes of                     distribution, and to decide
that payment in cash shall be made to the                     shareholder on the basis of
the value decided for that purpose, or that                     fractions the value of
which is less than one New Israeli Shekel shall not be                     taken into
account for the purpose of coordinating the rights of all the
                    parties. The Board of Directors shall be permitted, in this regard,
to grant                     cash or property to trustees in escrow for the benefit of
persons entitled                     thereto, as the Board shall see beneficial. Wherever
required, an agreement                     shall be submitted to the registrar of
companies and the Board may appoint a                     person to execute such an
agreement in the name of the persons entitled to a                     dividend,
property, fully paid up shares or debentures as shares or debentures
                    as aforesaid, and such an appointment shall be valid. 






	 	(c) 	The
Company shall not be obligated to pay interest on a dividend. 






	 	(d) 	The
Board of Directors may, with respect to all dividends not collected within
                    one year after their declaration, invest or use them in another way
for the                     benefit of the Company, until they shall be demanded. The
Company shall not pay                     interest for dividends or interest not
collected. 






	95.  	FUNDS 






	 	
The
Board may set aside from the profits of the Company the sums it deems proper, as a reserve
fund or reserve funds for extraordinary uses, or for preferred dividends or equalization
of dividends or other funds or for the purpose of correcting, bettering or retaining any
property of the Company and for those other purposes which shall, in the absolute
discretion of the Board of Directors, be beneficial to the Company and it may invest the
various sums so invested in such investments as it finds proper, and from time to time
deal with such investments, change or transfer them, in part or in whole, for the benefit
of the Company. The Board of Directors may, as well, divide any reserve liability fund to
preferred funds as it shall deem proper, transfer moneys from fund to fund and use every
fund or any part thereof in the business of the Company, without being required to keep
such sums separate from the rest of the Company’s property. The Board of Directors
may, from time to time, also transfer, to the next year, profits out of such sums which
are, in its absolute discretion, beneficial to the Company. Generally the Board of
Directors may create funds as it deems necessary, either those resulting from profits of
the Company or from re-evaluation of property, or from premiums paid for shares or from
any other source, and to use them in its discretion as it deems fit insofar as that in the
creation of such funds, the changes or uses do not exceed the provisions of the Companies
Law or accepted accounting principles. 






     	96.	
          All premiums received from the issue of shares shall be capital funds and they
          shall be treated for every purpose as capital and not as profits distributable
          as dividends. The Board of Directors may organize a reserve capital liability
          account and transfer, from time to time, all such premiums to the reserve
          capital liability account or use such premiums and monies to cover depreciation
          or doubtful loss. All losses from sale of investments or other property of the
          Company shall be debited from other funds of the Company. The Board of Directors
          may use any monies credited to the capital reserve liability account in any
          manner that these Articles or the Companies Law permits. 


          



- 42 -







     	97.	
          Any amounts transferred and credited to the account of income and expense fund
          or general reserve liability account or capital liability reserve account, may,
          until otherwise used in accordance with these Articles, be invested together
          with such other monies of the Company in the day to day business of the Company,
          without having to differentiate between these investments and the investment of
          the monies of the Company. 


          



     	98.	
          ACCOUNTS AND AUDIT 


          



	 	
The
Board shall cause correct accounts to be kept:  






	 	(a) 	of
the assets and liabilities; 






	 	(b) 	of
any amount of money received or expended by the Company and the mattes for
          which such sum of money is expended or received; and 






	 	(c) 	of
all purchases and sales made by the Company. 






	99. 	The
account books shall be kept in the Office or at such other place as the           Board
deems fit and they shall also be open for inspection by the directors. 






	100. 	The
Board of Directors shall determine from time to time, in any specific case           or
type of case, or generally, whether and to what extent and at what times and
          places and under what conditions or regulations the accounts and books of the
          Company, or any of them, shall be open for inspection by the shareholders, and
          no shareholder, not being a director, shall have any right of inspecting any
          account book or document of the Company except as conferred by law or
authorized           by the Board of Directors or by the Company in a general meeting. 






	101. 	Not
less than once a year, the Board shall submit before the Company at the           Annual
General Meeting a profit and loss account for the period after the           previous
account, and if it is the first account for the period after           registration of
the Company, it shall be prepared as of a date not more than           nine months before
the date of the meeting and in accordance with the relevant           provisions of the
Companies Law, and the Board shall submit a balance sheet that           is correct as of
the date of the profit and loss account. To the balance sheet           shall be attached
a report of the auditor and it shall be accompanied by a           report from the Board
with respect to the situation of the Company business and           the amount they
propose as a dividend and the amount (if any) that they propose           be set aside
for the fund accounts. 






	102. 	Auditors
shall be appointed and their function shall be set out in accordance           with the
Companies Law. 






- 43 -







NOTICES 



	102. 	A
notice or any other document may be served by the Company upon any shareholder
          either personally or by sending it by prepaid letter, fax or e-mail addressed
to           such shareholder at his address, wherever situated, as appearing in the
register           of shareholders, provided, however that a shareholder may notify the
Company in           writing of its objection to the use of e-mail as the sole means of
notice in           which event the Company shall provide notice to such shareholder by
e-mail and           one of the other means permitted by this Article 102. 






     	103.	
          All notices directed to be given to the shareholders shall, with respect to any
          shares to which persons are jointly entitled, be given to one of the joint
          holders, and any notice so given shall be sufficient notice to the holders of
          such share. 


          



     	104.	
          Prior and timely notice of the convening of a shareholders meeting shall be
          given to each shareholder, wherever situated, at the last address provided by
          the shareholder. Any shareholder registered in the register who shall, from time
          to time, furnish the Company with an address at which notices may be served,
          shall be entitled to receive all notices he is entitled to receive according to
          these Articles at that address. 


          



     	105.	
          A notice may be given by the Company to the persons entitled to a share in
          consequence of the death or bankruptcy of a shareholder by sending it through
          the post in a prepaid letter or fax or e-mail addressed to them by name, at the
          address furnished for the purpose by the persons claiming to be so entitled or,
          until such an address has been so furnished, by giving the notice in any manner
          in which the same might have been given if the death or bankruptcy had not
          occurred. 


          



     	106.	
          Any notice or other document, (i) if delivered personally, shall be deemed to
          have been served upon delivery, (ii) if sent by post, shall be deemed to have
          been served five (5) days after the time when the letter was delivered to the
          post, if sent by airmail, and two (2) days after the letter was delivered to the
          post, if sent by domestic post, and (iii) if sent by facsimile or electronic
          mail, shall be confirmed by appropriate answer back and shall be effective upon
          actual receipt if received during the recipient’s normal business hours, or
          beginning the recipient’s next business day after receipt if not received
          during recipient’s normal business hours. In proving such service it shall
          be sufficient to prove that the letter, facsimile, or electronic mail containing
          the notice was properly addressed and delivered at the post office or sent by
          facsimile or electronic mail, as the case may be. Any list kept in the ordinary
          manner in any mail list of the company or any copy of any fax in the
          Company’s possession shall be prima facie proof of the delivery. 


          



     	107.	(a) 	
           In any case where it is necessary to give prior notice of a certain number
          of days or a notice valid for a certain period, the date of delivery shall be
          taken into account in the number of days or period. 


          



	 	(b) 	In
addition to the furnishing of a notice pursuant to the above article, the
                    Company may furnish a notice to the shareholders entitled to receive
notice, or                     to part of them, by publication of a notice in a newspaper
distributed in the                     area wherein the Office is located, or any other
place, in Israel or abroad, as                     the Board shall determine from time to
time. 






     	108.	
          RESERVED 


          



- 44 -







     	109.	
          INDEMNITY 


          



	 	(a)	The
Company shall, subject and pursuant to the provisions of the Companies Law,
          indemnify an “Office Holder” of the Company (as such
          term is defined in the Companies Law) for all liabilities and expenses incurred
          by him arising from or as a result of any act (or omission) carried out by him
          as an Office Holder of the Company and which is indemnifiable pursuant to the
          Companies Law, to the maximum extent permitted by law. The Company may
indemnify           an Office Holder post-factum and may also undertake to indemnify an
Office           Holder in advance, provided that, to the extent required under
applicable law,           such undertaking is limited to types of occurrences which, in
the opinion of the           Board of Directors are, at the time of the undertaking,
foreseeable and to an           amount of the Board of Directors has determined is
reasonable in the           circumstances. 






	 	(b)	The
Company shall, subject and pursuant to the provisions of the Companies Law,
          enter into contracts to insure the liability of Office Holders of the Company
          for any liabilities incurred by him arising from or as a result of any act (or
          omission) carried out by him as an Office Holder of the Company and for which
          the Company may insure Office Holders pursuant to the Companies Law, to the
          maximum extent permitted by law. 






	 	(c)	The
Company may, subject to the provisions of the Companies Law, procure           insurance
for or indemnify any person who is not an Office Holder including,           without
limitation, any employee, agent, consultant or contractor of the Company           who is
not an Office Holder. 






	 	(d)	The
Company may, to the maximum extent permitted by law, exempt and release an
          Office Holder, including in advance, from all or part of his or her liability
          for monetary or other damages due to, arising or resulting from, a breach of
his           or her duty of care to the Company. The Directors of the Company are
released           and exempt from all liability as aforesaid to the maximum extent
permitted by           law with respect to any such breach, which has been or may be
committed. 






- 45 -







Schedule 2.2(a&b)  


	
 

	
 

	
 

	
 


	
Liquidation
Preference 

	
Exit Date 

	
May-07 

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
AA

	
 

	
BB1

	
 

	
BB2

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
Shares

	
 

	
Money 

  Invested

	
 

	
Interest

	
 

	
Total

	
 

	
Shares

	
 

	
Money

  Invested

	
 

	
Interest

	
 

	
Total

	
 

	
Shares

	
 

	
Money

  Invested

	
 

	
Interest

	
 

	
Total

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
2,902,420

	
 

	
$

	
8,167,004

	
 

	
$

	
3,835,535

	
 

	
$

	
12,002,539

	
 

	
1,377,123

	
 

	
$

	
3,194,099

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
861,590

	
 

	
$

	
1,698,616

	
 

	
$

	
231,927

	
 

	
$

	
1,930,543

	
 


	
Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
268,316

	
 

	
$

	
755,003

	
 

	
$

	
354,578

	
 

	
$

	
1,109,582

	
 

	
127,309

	
 

	
$

	
295,281

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
79,650

	
 

	
$

	
157,029

	
 

	
$

	
21,441

	
 

	
$

	
178,470

	
 


	
Pitango Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
784,811

	
 

	
$

	
2,208,348

	
 

	
$

	
1,037,124

	
 

	
$

	
3,245,472

	
 

	
372,373

	
 

	
$

	
863,682

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
233,002

	
 

	
$

	
459,361

	
 

	
$

	
62,720

	
 

	
$

	
522,082

	
 


	
Pitango JP Morgan Fund III (Israel), L.P.

	
 

	
447,636

	
 

	
$

	
1,259,586

	
 

	
$

	
591,549

	
 

	
$

	
1,851,135

	
 

	
-

	
 

	
$

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
102,165

	
 

	
$

	
287,480

	
 

	
$

	
135,012

	
 

	
$

	
422,492

	
 

	
48,474

	
 

	
$

	
112,431

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
30,332

	
 

	
$

	
59,799

	
 

	
$

	
8,165

	
 

	
$

	
67,964

	
 


	
Pitango Venture Capital Fund II Trusts 2000 L.P.

	
 

	
204,330

	
 

	
$

	
574,956

	
 

	
$

	
270,021

	
 

	
$

	
844,977

	
 

	
96,949

	
 

	
$

	
224,864

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
60,660

	
 

	
$

	
119,591

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Canada Israel Opportunity Fund III, L.P.

	
 

	
45,308

	
 

	
$

	
127,494

	
 

	
$

	
59,876

	
 

	
$

	
187,371

	
 

	
9,544

	
 

	
$

	
22,136

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
7,308

	
 

	
$

	
14,408

	
 

	
$

	
1,967

	
 

	
$

	
16,375

	
 


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
45,308

	
 

	
$

	
127,494

	
 

	
$

	
59,876

	
 

	
$

	
187,371

	
 

	
-

	
 

	
$

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Shrem Fudim Kelner Founders Group II Annex Fund L.P.

	
 

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
9,544

	
 

	
$

	
22,136

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
7,209

	
 

	
$

	
14,212

	
 

	
$

	
1,941

	
 

	
$

	
16,153

	
 


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
30,187

	
 

	
$

	
84,945

	
 

	
$

	
39,893

	
 

	
$

	
124,838

	
 

	
-

	
 

	
$

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
4,932

	
 

	
$

	
9,723

	
 

	
$

	
1,328

	
 

	
$

	
11,051

	
 


	
Qualitau Ltd.

	
 

	
355,522

	
 

	
$

	
1,000,422

	
 

	
$

	
469,836

	
 

	
$

	
1,470,259

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
2,224,297

	
 

	
$

	
6,258,859

	
 

	
$

	
2,939,398

	
 

	
$

	
9,198,257

	
 

	
521,206

	
 

	
$

	
1,208,885

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
635,475

	
 

	
$

	
1,252,833

	
 

	
$

	
171,060

	
 

	
$

	
1,423,893

	
 


	
Star Management of Investments No. II (2000) L.P.

	
 

	
321,275

	
 

	
$

	
904,023

	
 

	
$

	
424,563

	
 

	
$

	
1,328,586

	
 

	
56,238

	
 

	
$

	
130,438

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
68,535

	
 

	
$

	
135,116

	
 

	
$

	
18,449

	
 

	
$

	
153,565

	
 


	
Star Growth Enterprise, a German Civil Law Partnership (with
  limitation of Liability)

	
 

	
0

	
 

	
$

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
2,247,164

	
 

	
$

	
5,212,070

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
1,045,227

	
 

	
$

	
2,060,655

	
 

	
$

	
281,359

	
 

	
$

	
2,342,014

	
 


	
SVM Star Ventures Managmentt-
gesellschaft mbH Nr. 3

	
 

	
0

	
 

	
$

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
334,236

	
 

	
$

	
775,227

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
$

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Genesis Partners II, L.D.C.

	
 

	
1,773,948

	
 

	
$

	
4,991,639

	
 

	
$

	
2,344,263

	
 

	
$

	
7,335,902

	
 

	
693,952

	
 

	
$

	
1,609,552

	
 

	
$

	
219,766

	
 

	
$

	
1,829,318

	
 

	
490,760

	
 

	
$

	
967,528

	
 

	
$

	
132,105

	
 

	
$

	
1,099,633

	
 


	
Genesis Partners II (Israel) L.P.

	
 

	
262,512

	
 

	
$

	
738,672

	
 

	
$

	
346,908

	
 

	
$

	
1,085,580

	
 

	
102,414

	
 

	
$

	
237,539

	
 

	
$

	
32,433

	
 

	
$

	
269,972

	
 

	
72,426

	
 

	
$

	
142,787

	
 

	
$

	
19,496

	
 

	
$

	
162,283

	
 


	
Lehman Brothers European Venture Capital L.P.

	
 

	
222,108

	
 

	
 

	
625,001

	
 

	
$

	
293,524

	
 

	
$

	
918,525

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Lehman Brothers Holdings plc (on behalf of pre-tax plan)

	
 

	
425,109

	
 

	
 

	
1,196,236

	
 

	
$

	
561,798

	
 

	
$

	
1,758,034

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Lehman Brothers Partnership Account 2000/2001, L.P.

	
 

	
191,536

	
 

	
 

	
538,973

	
 

	
$

	
253,122

	
 

	
$

	
792,095

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Lehman Brothers Offshore Partnership Account 2000/2001, L.P.

	
 

	
49,677

	
 

	
 

	
139,789

	
 

	
$

	
65,650

	
 

	
$

	
205,439

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Orbotech Technology

	
 

	
1,776,860

	
 

	
$

	
5,000,000

	
 

	
$

	
2,348,190

	
 

	
$

	
7,348,190

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Intel

	
 

	
710,745

	
 

	
$

	
2,000,001

	
 

	
$

	
939,276

	
 

	
$

	
2,939,277

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Poalim Ventures Ltd.

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
381,027

	
 

	
$

	
883,754

	
 

	
$

	
120,666

	
 

	
$

	
1,004,420

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Poalim Ventures I Ltd.

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
586,194

	
 

	
$

	
1,359,618

	
 

	
$

	
185,640

	
 

	
$

	
1,545,259

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Poalim Ventures II L.P.

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
1,188,509

	
 

	
$

	
2,756,628

	
 

	
$

	
376,386

	
 

	
$

	
3,133,014

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Wellington

	
 

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Amadeus III

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Amadeus III Affiliates Fund LP

	
 

	
0

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total 

	
 

	
13,144,070 

	
 

	
$ 

	
36,985,926 

	
 

	
$ 

	
17,369,993 

	
 

	
$ 

	
54,355,919 

	
 

	
8,152,256 

	
 

	
$ 

	
18,908,340 

	
 

	
$ 

	
934,892 

	
 

	
$ 

	
7,781,983 

	
 

	
3,597,106 

	
 

	
$ 

	
7,091,659 

	
 

	
$ 

	
951,956 

	
 

	
$ 

	
7,924,024 

	
 


	
 

	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
BB3

	
 

	
BB4

	
 

	
Total

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
Shares

	
 

	
Money

  Invested

	
 

	
Interest

	
 

	
Total

	
 

	
Shares

	
 

	
Money

  Invested

	
 

	
Interest

	
 

	
Total

	
 

	
Shares

	
 

	
Money

  Invested

	
 

	
Interest

	
 

	
Total

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
183,505

	
 

	
$

	
425,622

	
 

	
$

	
40,000

	
 

	
$

	
465,622

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
5,324,638

	
 

	
$

	
13,485,341

	
 

	
$

	
4,107,462

	
 

	
 

	
14,398,704

	
 


	
Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
16,964

	
 

	
$

	
39,346

	
 

	
$

	
3,698

	
 

	
$

	
43,044

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
492,239

	
 

	
$

	
1,246,659

	
 

	
$

	
379,717

	
 

	
 

	
1,331,096

	
 


	
Pitango Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
49,619

	
 

	
$

	
115,086

	
 

	
$

	
10,816

	
 

	
$

	
125,902

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
1,439,805

	
 

	
$

	
3,646,478

	
 

	
$

	
1,110,660

	
 

	
 

	
3,893,456

	
 


	
Pitango JP Morgan Fund III (Israel), L.P.

	
 

	
-

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
447,636

	
 

	
$

	
1,259,586

	
 

	
$

	
591,549

	
 

	
 

	
1,851,135

	
 


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
6,460

	
 

	
$

	
14,983

	
 

	
$

	
1,408

	
 

	
$

	
16,391

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
187,431

	
 

	
$

	
474,693

	
 

	
$

	
144,585

	
 

	
 

	
506,847

	
 


	
Pitango Venture Capital Fund II Trusts 2000 L.P.

	
 

	
12,918

	
 

	
$

	
29,962

	
 

	
$

	
2,816

	
 

	
$

	
32,778

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
374,857

	
 

	
$

	
949,372

	
 

	
$

	
272,837

	
 

	
 

	
877,755

	
 


	
Canada Israel Opportunity Fund III, L.P.

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
62,160

	
 

	
$

	
164,038

	
 

	
$

	
61,843

	
 

	
 

	
203,745

	
 


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
45,308

	
 

	
$

	
127,494

	
 

	
$

	
59,876

	
 

	
 

	
187,371

	
 


	
Shrem Fudim Kelner Founders Group II Annex Fund L.P.

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
16,753

	
 

	
$

	
36,349

	
 

	
$

	
1,941

	
 

	
 

	
16,153

	
 


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
35,119

	
 

	
$

	
94,668

	
 

	
$

	
41,221

	
 

	
 

	
135,889

	
 


	
Qualitau Ltd.

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
355,522

	
 

	
$

	
1,000,422

	
 

	
$

	
469,836

	
 

	
$

	
1,470,259

	
 


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
79,061

	
 

	
$

	
183,374

	
 

	
$

	
17,234

	
 

	
$

	
200,607

	
 

	
121,135

	
 

	
$

	
295,012

	
 

	
$

	
15,444

	
 

	
$

	
310,456

	
 

	
3,581,174

	
 

	
$

	
9,198,962

	
 

	
$

	
3,143,135

	
 

	
$

	
11,133,212

	
 


	
Star Management of Investments No. II (2000) L.P.

	
 

	
8,530

	
 

	
$

	
19,784

	
 

	
$

	
1,859

	
 

	
$

	
21,644

	
 

	
15,915

	
 

	
$

	
38,759

	
 

	
$

	
2,029

	
 

	
$

	
40,788

	
 

	
470,493

	
 

	
$

	
1,228,121

	
 

	
$

	
446,900

	
 

	
$

	
1,544,583

	
 


	
Star Growth Enterprise, a German Civil Law Partnership (with
  limitation of Liability)

	
 

	
181,876

	
 

	
$

	
421,842

	
 

	
$

	
39,645

	
 

	
$

	
461,487

	
 

	
121,634

	
 

	
$

	
296,227

	
 

	
$

	
15,508

	
 

	
$

	
311,735

	
 

	
3,595,901

	
 

	
$

	
7,990,794

	
 

	
$

	
336,511

	
 

	
$

	
3,115,235

	
 


	
SVM Star Ventures Managmentt-
gesellschaft mbH Nr. 3

	
 

	
-

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
-

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
334,236

	
 

	
$

	
775,227

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Genesis Partners II, L.D.C.

	
 

	
986,212

	
 

	
$

	
2,287,421

	
 

	
$

	
214,973

	
 

	
$

	
2,502,394

	
 

	
168,168

	
 

	
$

	
409,556

	
 

	
$

	
21,440

	
 

	
$

	
430,996

	
 

	
4,113,040

	
 

	
$

	
10,265,696

	
 

	
$

	
2,932,548

	
 

	
$

	
13,198,244

	
 


	
Genesis Partners II (Israel) L.P.

	
 

	
145,546

	
 

	
$

	
337,579

	
 

	
$

	
31,726

	
 

	
$

	
369,305

	
 

	
24,819

	
 

	
$

	
60,444

	
 

	
$

	
3,164

	
 

	
$

	
63,608

	
 

	
607,717

	
 

	
$

	
1,517,021

	
 

	
$

	
433,728

	
 

	
$

	
1,950,749

	
 


	
Lehman Brothers European Venture Capital L.P.

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
 

	
 

	
 

	
222,108

	
 

	
$

	
625,001

	
 

	
$

	
293,524

	
 

	
$

	
918,525

	
 


	
Lehman Brothers Holdings plc (on behalf of pre-tax plan)

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
425,109

	
 

	
$

	
1,196,236

	
 

	
$

	
561,798

	
 

	
$

	
1,758,034

	
 


	
Lehman Brothers Partnership Account 2000/2001, L.P.

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
191,536

	
 

	
$

	
538,973

	
 

	
$

	
253,122

	
 

	
$

	
792,095

	
 


	
Lehman Brothers Offshore Partnership Account 2000/2001, L.P.

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
49,677

	
 

	
$

	
139,789

	
 

	
$

	
65,650

	
 

	
$

	
205,439

	
 


	
Orbotech Technology

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
-

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
1,776,860

	
 

	
$

	
5,000,000

	
 

	
$

	
2,348,190

	
 

	
$

	
7,348,190

	
 


	
Intel

	
 

	
483,559

	
 

	
$

	
1,121,566

	
 

	
$

	
105,406

	
 

	
$

	
1,226,972

	
 

	
60,770

	
 

	
$

	
147,999

	
 

	
$

	
7,748

	
 

	
$

	
155,747

	
 

	
1,255,074

	
 

	
$

	
3,269,566

	
 

	
$

	
1,052,430

	
 

	
$

	
4,321,996

	
 


	
Poalim Ventures Ltd.

	
 

	
47,628

	
 

	
$

	
110,468

	
 

	
$

	
10,382

	
 

	
$

	
120,850

	
 

	
19,305

	
 

	
$

	
47,015

	
 

	
$

	
2,461

	
 

	
$

	
49,476

	
 

	
447,960

	
 

	
$

	
1,041,238

	
 

	
$

	
133,510

	
 

	
$

	
1,174,747

	
 


	
Poalim Ventures I Ltd.

	
 

	
73,274

	
 

	
$

	
169,952

	
 

	
$

	
15,972

	
 

	
$

	
185,924

	
 

	
29,700

	
 

	
$

	
72,331

	
 

	
$

	
3,787

	
 

	
$

	
76,118

	
 

	
689,168

	
 

	
$

	
1,601,901

	
 

	
$

	
205,399

	
 

	
$

	
1,807,300

	
 


	
Poalim Ventures II L.P.

	
 

	
148,564

	
 

	
$

	
344,580

	
 

	
$

	
32,384

	
 

	
$

	
376,963

	
 

	
60,217

	
 

	
$

	
146,652

	
 

	
$

	
7,677

	
 

	
$

	
154,329

	
 

	
1,397,290

	
 

	
$

	
3,247,859

	
 

	
$

	
416,447

	
 

	
$

	
3,664,306

	
 


	
Wellington

	
 

	
3,435,558

	
 

	
$

	
7,968,434

	
 

	
$

	
748,879

	
 

	
$

	
8,717,313

	
 

	
363,801

	
 

	
$

	
886,000

	
 

	
$

	
46,383

	
 

	
$

	
932,383

	
 

	
3,799,359

	
 

	
$

	
8,854,434

	
 

	
$

	
795,261

	
 

	
$

	
9,649,695

	
 


	
Amadeus III

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
3,285,579

	
 

	
$

	
8,110,340

	
 

	
$

	
424,580

	
 

	
$

	
8,534,920

	
 

	
3,285,579

	
 

	
$

	
8,110,340

	
 

	
$

	
424,580

	
 

	
$

	
8,534,920

	
 


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
67,053

	
 

	
$

	
165,518

	
 

	
$

	
8,665

	
 

	
$

	
174,183

	
 

	
67,053

	
 

	
$

	
165,518

	
 

	
$

	
8,665

	
 

	
$

	
174,183

	
 


	
 

	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total 

	
 

	
5,859,274 

	
 

	
$ 

	
13,590,000 

	
 

	
$ 

	
1,277,197 

	
 

	
$ 

	
14,867,197 

	
 

	
4,338,096 

	
 

	
$ 

	
10,675,853 

	
 

	
$ 

	
558,886 

	
 

	
$ 

	
11,234,739 

	
 

	
35,090,802 

	
 

	
$ 

	
87,251,777 

	
 

	
$ 

	
21,092,924 

	
 

	
$ 

	
96,163,862 

	
 


	
 

	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 















	
 

	
 

	
 


	
Liquidation Preference 

	
Exit Date

	
May-07








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
AA

	
 

	
BB1

	
 

	
BB2

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
Shares

	
 

	
Money
  Invested

	
 

	
Interest

	
 

	
Total

	
 

	
Shares

	
 

	
Money
  Invested

	
 

	
Interest

	
 

	
Total

	
 

	
Shares

	
 

	
Money
  Invested

	
 

	
Interest

	
 

	
Total

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
 


	
Pitango

	
 

	
4,709,678

	
 

	
$

	
13,252,377

	
 

	
$

	
6,223,819

	
 

	
$

	
19,476,196

	
 

	
2,022,228

	
 

	
$

	
4,690,356

	
 

	
$

	
640,414

	
 

	
$

	
5,330,770

	
 

	
1,265,234

	
 

	
$

	
2,494,396

	
 

	
$

	
340,581

	
 

	
$

	
2,834,977

	
 


	
Shrem, Fudim, Kelner

	
 

	
120,803

	
 

	
$

	
339,934

	
 

	
$

	
159,646

	
 

	
$

	
499,579

	
 

	
19,088

	
 

	
$

	
44,273

	
 

	
$

	
6,045

	
 

	
$

	
50,318

	
 

	
19,449

	
 

	
$

	
38,344

	
 

	
$

	
5,235

	
 

	
$

	
43,579

	
 


	
Qualitau Ltd.

	
 

	
355,522

	
 

	
$

	
1,000,422

	
 

	
$

	
469,836

	
 

	
$

	
1,470,259

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Star

	
 

	
2,545,572

	
 

	
$

	
7,162,882

	
 

	
$

	
3,363,961

	
 

	
$

	
10,526,843

	
 

	
3,158,844

	
 

	
$

	
7,326,620

	
 

	
$

	
1,000,366

	
 

	
$

	
8,326,986

	
 

	
1,749,237

	
 

	
$

	
3,448,604

	
 

	
$

	
470,867

	
 

	
$

	
3,919,471

	
 


	
Genesis

	
 

	
2,036,460

	
 

	
$

	
5,730,311

	
 

	
$

	
2,691,171

	
 

	
$

	
8,421,482

	
 

	
796,366

	
 

	
$

	
1,847,091

	
 

	
$

	
252,199

	
 

	
$

	
2,099,290

	
 

	
563,186

	
 

	
$

	
1,110,315

	
 

	
$

	
151,601

	
 

	
$

	
1,261,916

	
 


	
Lehman Brothers

	
 

	
888,430

	
 

	
$

	
2,499,999

	
 

	
$

	
1,174,094

	
 

	
$

	
3,674,093

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Orbotech Technology

	
 

	
1,776,860

	
 

	
$

	
5,000,000

	
 

	
$

	
2,348,190

	
 

	
$

	
7,348,190

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Intel

	
 

	
710,745

	
 

	
$

	
2,000,001

	
 

	
$

	
939,276

	
 

	
$

	
2,939,277

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Poalim

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
2,155,730

	
 

	
$

	
5,000,000

	
 

	
$

	
682,693

	
 

	
$

	
5,682,693

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Wellington

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
Amadeus

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total

	
 

	
13,144,070

	
 

	
$

	
36,985,926

	
 

	
$

	
17,369,993

	
 

	
$

	
54,355,919

	
 

	
8,152,256

	
 

	
$

	
18,908,340

	
 

	
$

	
2,581,717

	
 

	
$

	
21,490,057

	
 

	
3,597,106

	
 

	
$

	
7,091,659

	
 

	
$

	
968,285

	
 

	
$

	
8,059,944

	
 


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
BB3

	
 

	
BB4

	
 

	
Total

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
Shares

	
 

	
Money
  Invested

	
 

	
Interest

	
 

	
Total

	
 

	
Shares

	
 

	
Money
  Invested

	
 

	
Interest

	
 

	
Total

	
 

	
Shares

	
 

	
Money
  Invested

	
 

	
Interest

	
 

	
Total

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
 


	
 


	
Pitango

	
 

	
269,466

	
 

	
$

	
625,000

	
 

	
$

	
58,738

	
 

	
$

	
683,738

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
 

	
8,266,606

	
 

	
$

	
21,062,129

	
 

	
$

	
7,263,552

	
 

	
$

	
28,325,681

	
 


	
Shrem, Fudim, Kelner

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
 

	
159,340

	
 

	
$

	
422,550

	
 

	
$

	
170,926

	
 

	
$

	
593,476

	
 


	
Qualitau Ltd.

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
 

	
355,522

	
 

	
$

	
1,000,422

	
 

	
$

	
469,836

	
 

	
$

	
1,470,259

	
 


	
Star

	
 

	
269,467

	
 

	
$

	
625,000

	
 

	
$

	
58,738

	
 

	
$

	
683,738

	
 

	
258,684

	
 

	
$

	
629,998

	
 

	
$

	
32,981

	
 

	
$

	
662,979

	
 

	
 

	
7,981,804

	
 

	
$

	
19,193,104

	
 

	
$

	
4,926,913

	
 

	
$

	
24,120,016

	
 


	
Genesis

	
 

	
1,131,758

	
 

	
$

	
2,625,000

	
 

	
$

	
246,699

	
 

	
$

	
2,871,699

	
 

	
192,987

	
 

	
$

	
470,000

	
 

	
$

	
24,605

	
 

	
$

	
494,605

	
 

	
 

	
4,720,757

	
 

	
$

	
11,782,717

	
 

	
$

	
3,366,275

	
 

	
$

	
15,148,993

	
 


	
Lehman Brothers

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
 

	
888,430

	
 

	
$

	
2,499,999

	
 

	
$

	
1,174,094

	
 

	
$

	
3,674,093

	
 


	
Orbotech Technology

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
 

	
1,776,860

	
 

	
$

	
5,000,000

	
 

	
$

	
2,348,190

	
 

	
$

	
7,348,190

	
 


	
Intel

	
 

	
483,559

	
 

	
$

	
1,121,566

	
 

	
$

	
105,406

	
 

	
$

	
1,226,972

	
 

	
60,770

	
 

	
$

	
147,999

	
 

	
$

	
7,748

	
 

	
$

	
155,747

	
 

	
 

	
1,255,074

	
 

	
$

	
3,269,566

	
 

	
$

	
1,052,430

	
 

	
$

	
4,321,996

	
 


	
Poalim

	
 

	
269,466

	
 

	
$

	
625,000

	
 

	
$

	
58,738

	
 

	
$

	
683,738

	
 

	
109,222

	
 

	
$

	
265,998

	
 

	
$

	
13,925

	
 

	
$

	
279,923

	
 

	
 

	
2,534,418

	
 

	
$

	
5,890,998

	
 

	
$

	
755,356

	
 

	
$

	
6,646,354

	
 


	
Wellington

	
 

	
3,435,558

	
 

	
$

	
7,968,434

	
 

	
$

	
748,879

	
 

	
$

	
8,717,313

	
 

	
363,801

	
 

	
$

	
886,000

	
 

	
$

	
46,383

	
 

	
$

	
932,383

	
 

	
 

	
3,799,359

	
 

	
$

	
8,854,434

	
 

	
$

	
795,261

	
 

	
$

	
9,649,695

	
 


	
Amadeus

	
 

	
0

	
 

	
 

	
 

	
 

	
$

	
0

	
 

	
$

	
0

	
 

	
3,352,632

	
 

	
$

	
8,275,858

	
 

	
$

	
433,245

	
 

	
$

	
8,709,103

	
 

	
 

	
3,352,632

	
 

	
$

	
8,275,858

	
 

	
$

	
433,245

	
 

	
$

	
8,709,103

	
 


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total

	
 

	
5,859,274

	
 

	
$

	
13,590,000

	
 

	
$

	
1,277,197

	
 

	
$

	
14,867,197

	
 

	
4,338,096

	
 

	
$

	
10,675,853

	
 

	
$

	
558,886

	
 

	
$

	
11,234,739

	
 

	
$

	
35,090,802

	
 

	
$

	
87,251,777

	
 

	
$

	
22,756,078

	
 

	
$

	
110,007,856

	
 


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 














Negevtech Ltd. 


Capitalization
Table (on a fully diluted basis) as of March 29, 2007 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
# Ordinary

	
 

	
# Options/Warrants to Purchase Ordinary

	
 

	
# Preferred AA

	
 

	
# Warrants to purchase Preferred AA

	
 

	
# Preferred BB-2 (including 15% discount)

	
 

	
# Preferred BB-1


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
 

	
 

	
 

	
 

	
2,902,420

	
 

	
201,465

	
 

	
861,590

	
 

	
1,377,123


	
Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
 

	
 

	
 

	
 

	
268,316

	
 

	
18,624

	
 

	
79,650

	
 

	
127,309


	
Pitango Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
 

	
 

	
 

	
 

	
784,811

	
 

	
54,475

	
 

	
233,002

	
 

	
372,373


	
Pitango Parallel investor Fund III (Israel), L.P

	
 

	
 

	
 

	
 

	
 

	
447,636

	
 

	
36,734

	
 

	
 

	
 

	
 


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
 

	
 

	
 

	
 

	
102,165

	
 

	
7,092

	
 

	
30,332

	
 

	
48,474


	
Pitango Venture Capital Fund II Trusts 2000 L.P.

	
 

	
 

	
 

	
 

	
 

	
204,330

	
 

	
14,184

	
 

	
60,660

	
 

	
96,949


	
Canada Israel Opportunity Fund III, L.P.

	
 

	
 

	
 

	
 

	
 

	
45,308

	
 

	
2,520

	
 

	
7,308

	
 

	
9,544


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
 

	
 

	
 

	
 

	
45,308

	
 

	
2,520

	
 

	
 

	
 

	
 


	
Shrem Fudim Kelner Founders Group II Annex Fund L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
7,209

	
 

	
9,544


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
 

	
 

	
 

	
 

	
30,187

	
 

	
1,679

	
 

	
4,932

	
 

	
 


	
Qualitau Ltd.

	
 

	
 

	
 

	
 

	
 

	
355,522

	
 

	
26,879

	
 

	
 

	
 

	
 


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
 

	
 

	
 

	
 

	
2,224,297

	
 

	
318,075

	
 

	
635,475

	
 

	
521,206


	
Star Management of Investments No. II (2000) L.P.

	
 

	
 

	
 

	
 

	
 

	
321,275

	
 

	
45,943

	
 

	
68,535

	
 

	
56,238


	
Star Growth Enterprise, a German Civil Law Partnership (with
  limitation of Liability)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
1,045,227

	
 

	
2,247,164


	
SVM Star Ventures Managmenttgesellschaft mbH Nr. 3

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
334,236


	
Genesis Partners II, L.D.C.

	
 

	
 

	
 

	
 

	
 

	
1,773,948

	
 

	
253,679

	
 

	
490,760

	
 

	
693,952


	
Genesis Partners II (Israel) L.P.

	
 

	
 

	
 

	
 

	
 

	
262,512

	
 

	
37,535

	
 

	
72,426

	
 

	
102,414


	
Lehman Brothers European Venture Capital L.P.

	
 

	
 

	
 

	
 

	
 

	
222,108

	
 

	
41,998

	
 

	
 

	
 

	
 


	
Lehman Brothers Holdings plc (on behalf of pre-tax plan)

	
 

	
 

	
 

	
 

	
 

	
425,109

	
 

	
80,384

	
 

	
 

	
 

	
 


	
Lehman Brothers Partnership Account 2000/2001, L.P.

	
 

	
 

	
 

	
 

	
 

	
191,536

	
 

	
36,217

	
 

	
 

	
 

	
 


	
Lehman Brothers Offshore Partnership Account 2000/2001,
L.P.

	
 

	
 

	
 

	
 

	
 

	
49,677

	
 

	
9,393

	
 

	
 

	
 

	
 


	
Orbotech Technology Ventures L.P.

	
 

	
 

	
 

	
 

	
 

	
1,776,860

	
 

	
335,988

	
 

	
 

	
 

	
 


	
Intel Atlantic, Inc.

	
 

	
 

	
 

	
 

	
 

	
710,745

	
 

	
134,395

	
 

	
 

	
 

	
 


	
Poalim Ventures Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
381,027


	
Poalim Ventures I Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
586,194


	
Poalim Ventures II L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
1,188,509


	
Wellington Partners Venture III Technology Fund L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Amadeus III

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Financiere Seso S.A

	
 

	
159,620

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Inter Hightech (1982) Ltd.

	
 

	
71,829

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Service Providers

	
 

	
 

	
 

	
32,769

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
TICI

	
 

	
 

	
 

	
87,791

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Tmura Fund

	
 

	
 

	
 

	
5,000

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ESOP IL Plan(1)(2)

	
 

	
393,500

	
 

	
5,031,003

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ESOP US Plan

	
 

	
 

	
 

	
605,000

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Plenus Technologies Ltd

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
Total

	
 

	
624,949

	
 

	
5,761,563

	
 

	
13,144,070

	
 

	
1,659,779

	
 

	
3,597,106

	
 

	
8,152,256


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	









	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
# Warrants to purchase Preferred BB-1

	
 

	
# Preferred BB-3

	
 

	
# Preferred BB-4

	
 

	
# Total Shares on an as converted basis

	
 

	
% Issued & Outstanding on an as converted basis

	
 
	
 

	
# Total Fully Diluted on an as converted basis

	
 

	
% Fully Diluted on an as converted basis

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	 	
 

	


	
 

	



	 
	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
 

	
 

	
183,505

	
 

	
 

	
 

	
5,324,638

	
 

	
14.91

	
%

	
 

	
5,526,103

	
 

	
12.36

	
%


	
Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
 

	
 

	
16,964

	
 

	
 

	
 

	
492,239

	
 

	
1.38

	
%

	
 

	
510,863

	
 

	
1.14

	
%


	
Pitango Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
 

	
 

	
49,619

	
 

	
 

	
 

	
1,439,805

	
 

	
4.03

	
%

	
 

	
1,494,280

	
 

	
3.34

	
%


	
Pitango Parallel investor Fund III (Israel), L.P

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
447,636

	
 

	
1.25

	
%

	
 

	
484,370

	
 

	
1.08

	
%


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
 

	
 

	
6,460

	
 

	
 

	
 

	
187,431

	
 

	
0.52

	
%

	
 

	
194,523

	
 

	
0.44

	
%


	
Pitango Venture Capital Fund II Trusts 2000 L.P.

	
 

	
 

	
 

	
12,918

	
 

	
 

	
 

	
374,857

	
 

	
1.05

	
%

	
 

	
389,041

	
 

	
0.87

	
%


	
Canada Israel Opportunity Fund III, L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
62,160

	
 

	
0.17

	
%

	
 

	
64,680

	
 

	
0.14

	
%


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
45,308

	
 

	
0.13

	
%

	
 

	
47,828

	
 

	
0.11

	
%


	
Shrem Fudim Kelner Founders Group II Annex Fund L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
16,753

	
 

	
0.05

	
%

	
 

	
16,753

	
 

	
0.04

	
%


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
35,119

	
 

	
0.10

	
%

	
 

	
36,798

	
 

	
0.08

	
%


	
Qualitau Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
355,522

	
 

	
1.00

	
%

	
 

	
382,401

	
 

	
0.86

	
%


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
 

	
 

	
79,061

	
 

	
121,135

	
 

	
3,581,174

	
 

	
10.03

	
%

	
 

	
3,899,249

	
 

	
8.72

	
%


	
Star Management of Investments No. II (2000) L.P.

	
 

	
 

	
 

	
8,530

	
 

	
15,915

	
 

	
470,493

	
 

	
1.32

	
%

	
 

	
516,436

	
 

	
1.16

	
%


	
Star Growth Enterprise, a German Civil Law Partnership (with
  limitation of Liability)

	
 

	
 

	
 

	
181,876

	
 

	
121,634

	
 

	
3,595,901

	
 

	
10.07

	
%

	
 

	
3,595,901

	
 

	
8.05

	
%


	
SVM Star Ventures Managmenttgesellschaft mbH Nr. 3

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
334,236

	
 

	
0.94

	
%

	
 

	
334,236

	
 

	
0.75

	
%


	
Genesis Partners II, L.D.C.

	
 

	
 

	
 

	
986,212

	
 

	
168,168

	
 

	
4,113,040

	
 

	
11.52

	
%

	
 

	
4,366,719

	
 

	
9.77

	
%


	
Genesis Partners II (Israel) L.P.

	
 

	
 

	
 

	
145,546

	
 

	
24,819

	
 

	
607,717

	
 

	
1.70

	
%

	
 

	
645,252

	
 

	
1.44

	
%


	
Lehman Brothers European Venture Capital L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
222,108

	
 

	
0.62

	
%

	
 

	
264,106

	
 

	
0.59

	
%


	
Lehman Brothers Holdings plc (on behalf of pre-tax plan)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
425,109

	
 

	
1.19

	
%

	
 

	
505,493

	
 

	
1.13

	
%


	
Lehman Brothers Partnership Account 2000/2001, L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
191,536

	
 

	
0.54

	
%

	
 

	
227,753

	
 

	
0.51

	
%


	
Lehman Brothers Offshore Partnership Account 2000/2001,
L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
49,677

	
 

	
0.14

	
%

	
 

	
59,070

	
 

	
0.13

	
%


	
Orbotech Technology Ventures L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
1,776,860

	
 

	
4.98

	
%

	
 

	
2,112,848

	
 

	
4.73

	
%


	
Intel Atlantic, Inc.

	
 

	
 

	
 

	
483,559

	
 

	
60,770

	
 

	
1,255,074

	
 

	
3.51

	
%

	
 

	
1,389,469

	
 

	
3.11

	
%


	
Poalim Ventures Ltd.

	
 

	
 

	
 

	
47,628

	
 

	
19,305

	
 

	
447,960

	
 

	
1.25

	
%

	
 

	
447,960

	
 

	
1.00

	
%


	
Poalim Ventures I Ltd.

	
 

	
 

	
 

	
73,274

	
 

	
29,700

	
 

	
689,168

	
 

	
1.93

	
%

	
 

	
689,168

	
 

	
1.54

	
%


	
Poalim Ventures II L.P.

	
 

	
 

	
 

	
148,564

	
 

	
60,217

	
 

	
1,397,290

	
 

	
3.91

	
%

	
 

	
1,397,290

	
 

	
3.13

	
%


	
Wellington Partners Venture III Technology Fund L.P.

	
 

	
 

	
 

	
3,435,558

	
 

	
363,801

	
 

	
3,799,359

	
 

	
10.64

	
%

	
 

	
3,799,359

	
 

	
8.50

	
%


	
Amadeus III

	
 

	
 

	
 

	
 

	
 

	
3,285,579

	
 

	
3,285,579

	
 

	
9.20

	
%

	
 

	
3,285,579

	
 

	
7.35

	
%


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
 

	
 

	
 

	
67,053

	
 

	
67,053

	
 

	
0.19

	
%

	
 

	
67,053

	
 

	
0.15

	
%


	
Financiere Seso S.A

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
159,620

	
 

	
0.45

	
%

	
 

	
159,620

	
 

	
0.36

	
%


	
Inter Hightech (1982) Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
71,829

	
 

	
0.20

	
%

	
 

	
71,829

	
 

	
0.16

	
%


	
Service Providers

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
–

	
 

	
0.00

	
%

	
 

	
32,769

	
 

	
0.07

	
%


	
TICI

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
–

	
 

	
0.00

	
%

	
 

	
87,791

	
 

	
0.20

	
%


	
Tmura Fund

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
–

	
 

	
0.00

	
%

	
 

	
5,000

	
 

	
0.01

	
%


	
ESOP IL Plan(1)(2)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
393,500

	
 

	
1.10

	
%

	
 

	
5,424,503

	
 

	
12.14

	
%


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ESOP US Plan

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
–

	
 

	
0.00

	
%

	
 

	
605,000

	
 

	
1.35

	
%


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Plenus Technologies Ltd

	
 

	
1,556,437

	
 

	
 

	
 

	
 

	
 

	
–

	
 

	
0.00

	
%

	
 

	
1,556,437

	
 

	
3.48

	
%


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 
	
 

	


	
 

	


	
 

	
Total

	
 

	
1,556,437

	
 

	
5,859,274

	
 

	
4,338,096

	
 

	
35,715,751

	
 

	
100

	
%

	
 

	
44,693,530

	
 

	
100

	
%


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 
	
 

	


	
 

	


	
 




(1) The 381,500 Ordinary Shares are held by
Eli Lerner, CPA as trustee under the Company’s ESOP 


(2) Includes 1,410,285 options
to purchase Ordinary Shares of the Company granted to Arnon Gat, the Company’s
CEO. Such number of Shares includes an Adjustment (as provided for and defined
in Mr. Gat’s employment agreement with the Company) in connection with an
investment of US$25. 










	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Current Cap-Table

	
   

	
 

	
  

	
 

	
 


	
 

	
 

	


	
   

	
 

	
  

	
 

	
 


	
Name

	
 

	
# Ordinary

	
 

	
# Options/Warrants to Purchase Ordinary

	
 

	
# Preferred AA

	
 

	
# Warrants to purchase Preferred AA

	
 

	
# Preferred BB-2 (including 15% discount)

	
 

	
# Preferred BB-1

	
 

	
# Warrants to purchase Preferred BB-1

	
 

	
# Preferred BB-3

	
 

	
# Preferred BB-4

	
 

	
# Total Shares on an as converted basis

	
 

	
% Issued & Outstanding on an as converted basis

	
 

	
# Total Fully Diluted on an as converted basis

	
 

	
% Fully Diluted on an as converted basis

	
   

	
Holdings According to the Money

	
  

	
Automatic Conversion+ Money Allocation+ 85% BB Anti
  Dilution

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
   

	


	
  

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
   

	
 

	
  

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
-

	
 

	
-

	
 

	
2,902,420

	
 

	
201,465

	
 

	
861,590

	
 

	
1,377,123

	
 

	
-

	
 

	
183,505

	
 

	
-

	
 

	
5,324,638

	
 

	
14.91

	
%

	
5,526,103

	
 

	
12.36

	
%  

	
15.46

	
% 

	
1,712,966
  

	
 


	
Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
-

	
 

	
-

	
 

	
268,316

	
 

	
18,624

	
 

	
79,650

	
 

	
127,309

	
 

	
-

	
 

	
16,964

	
 

	
-

	
 

	
492,239

	
 

	
1.38

	
%

	
510,863

	
 

	
1.14

	
%  

	
1.43

	
% 

	
158,355
  

	
 


	
Pitango Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
-

	
 

	
-

	
 

	
784,811

	
 

	
54,475

	
 

	
233,002

	
 

	
372,373

	
 

	
-

	
 

	
49,619

	
 

	
-

	
 

	
1,439,805

	
 

	
4.03

	
%

	
1,494,280

	
 

	
3.34

	
%  

	
4.18

	
% 

	
463,195
  

	
 


	
Pitango Parallel Investor Fund III (Israel), L.P

	
 

	
-

	
 

	
-

	
 

	
447,636

	
 

	
36,734

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
447,636

	
 

	
1.25

	
%

	
484,370

	
 

	
1.08

	
%  

	
1.44

	
% 

	
113,519
  

	
 


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
-

	
 

	
-

	
 

	
102,165

	
 

	
7,092

	
 

	
30,332

	
 

	
48,474

	
 

	
-

	
 

	
6,460

	
 

	
-

	
 

	
187,431

	
 

	
0.52

	
%

	
194,523

	
 

	
0.44

	
%  

	
0.54

	
% 

	
60,297
  

	
 


	
Pitango Venture Capital Fund II Trusts 2000 L.P.

	
 

	
-

	
 

	
-

	
 

	
204,330

	
 

	
14,184

	
 

	
60,660

	
 

	
96,949

	
 

	
-

	
 

	
12,918

	
 

	
-

	
 

	
374,857

	
 

	
1.05

	
%

	
389,041

	
 

	
0.87

	
%  

	
1.09

	
% 

	
120,594
  

	
 


	
Canada Israel Opportunity Fund III, L.P.

	
 

	
-

	
 

	
-

	
 

	
45,308

	
 

	
2,520

	
 

	
7,308

	
 

	
9,544

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
62,160

	
 

	
0.17

	
%

	
64,680

	
 

	
0.14

	
%  

	
0.19

	
% 

	
18,204
  

	
 


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
-

	
 

	
-

	
 

	
45,308

	
 

	
2,520

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
45,308

	
 

	
0.13

	
%

	
47,828

	
 

	
0.11

	
%  

	
0.15

	
% 

	
11,490
  

	
 


	
Shrem Fudim Kelner Founders Group II Annex Fund L.P.

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
7,209

	
 

	
9,544

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
16,753

	
 

	
0.05

	
%

	
16,753

	
 

	
0.04

	
%  

	
0.04

	
% 

	
6,677
  

	
 


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
-

	
 

	
-

	
 

	
30,187

	
 

	
1,679

	
 

	
4,932

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
35,119

	
 

	
0.10

	
%

	
36,798

	
 

	
0.08

	
%  

	
0.11

	
% 

	
9,441
  

	
 


	
Qualitau Ltd.

	
 

	
-

	
 

	
-

	
 

	
355,522

	
 

	
26,879

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
355,522

	
 

	
1.00

	
%

	
382,401

	
 

	
0.86

	
%  

	
1.15

	
% 

	
-

	
 


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
-

	
 

	
-

	
 

	
2,224,297

	
 

	
318,075

	
 

	
635,475

	
 

	
521,206

	
 

	
-

	
 

	
79,061

	
 

	
121,135

	
 

	
3,581,174

	
 

	
10.03

	
%

	
3,899,249

	
 

	
8.72

	
%  

	
10.54

	
% 

	
1,115,644
  

	
 


	
Star Management of Investments No. II (2000) L.P.

	
 

	
-

	
 

	
-

	
 

	
321,275

	
 

	
45,943

	
 

	
68,535

	
 

	
56,238

	
 

	
-

	
 

	
8,530

	
 

	
15,915

	
 

	
470,493

	
 

	
1.32

	
%

	
516,436

	
 

	
1.16

	
%  

	
1.41

	
% 

	
142,132
  

	
 


	
Star Growth Enterprise, a German Civil Law Partnership (with
  limitation of Liability)

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
1,045,227

	
 

	
2,247,164

	
 

	
-

	
 

	
181,876

	
 

	
121,634

	
 

	
3,595,901

	
 

	
10.07

	
%

	
3,595,901

	
 

	
8.05

	
%  

	
9.16

	
% 

	
1,461,726
  

	
 


	
SVM Star Ventures Managmenttgesellschaft mbH Nr. 3

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
334,236

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
334,236

	
 

	
0.94

	
%

	
334,236

	
 

	
0.75

	
%  

	
0.89

	
% 

	
135,866
  

	
 


	
Genesis Partners II, L.D.C.

	
 

	
-

	
 

	
-

	
 

	
1,773,948

	
 

	
253,679

	
 

	
490,760

	
 

	
693,952

	
 

	
-

	
 

	
986,212

	
 

	
168,168

	
 

	
4,113,040

	
 

	
11.52

	
%

	
4,366,719

	
 

	
9.77

	
%  

	
11.77

	
% 

	
1,418,654
  

	
 


	
Genesis Partners II (Israel) L.P.

	
 

	
-

	
 

	
-

	
 

	
262,512

	
 

	
37,535

	
 

	
72,426

	
 

	
102,414

	
 

	
-

	
 

	
145,546

	
 

	
24,819

	
 

	
607,717

	
 

	
1.70

	
%

	
645,252

	
 

	
1.44

	
%  

	
1.74

	
% 

	
209,545
  

	
 


	
Lehman Brothers European Venture Capital L.P.

	
 

	
-

	
 

	
-

	
 

	
222,108

	
 

	
41,998

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
222,108

	
 

	
0.62

	
%

	
264,106

	
 

	
0.59

	
%  

	
0.72

	
% 

	
-

	
 


	
Lehman Brothers Holdings plc (on behalf of pre-tax plan)

	
 

	
-

	
 

	
-

	
 

	
425,109

	
 

	
80,384

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
425,109

	
 

	
1.19

	
%

	
505,493

	
 

	
1.13

	
%  

	
1.37

	
% 

	
-

	
 


	
Lehman Brothers Partnership Account 2000/2001, L.P.

	
 

	
-

	
 

	
-

	
 

	
191,536

	
 

	
36,217

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
191,536

	
 

	
0.54

	
%

	
227,753

	
 

	
0.51

	
%  

	
0.62

	
% 

	
-

	
 


	
Lehman Brothers Offshore Partnership Account 2000/2001, L.P.

	
 

	
-

	
 

	
-

	
 

	
49,677

	
 

	
9,393

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
49,677

	
 

	
0.14

	
%

	
59,070

	
 

	
0.13

	
%  

	
0.16

	
% 

	
-

	
 


	
Orbotech

	
 

	
-

	
 

	
-

	
 

	
1,776,860

	
 

	
335,988

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
1,776,860

	
 

	
4.98

	
%

	
2,112,848

	
 

	
4.73

	
%  

	
5.73

	
% 

	
-

	
 


	
Intel

	
 

	
-

	
 

	
-

	
 

	
710,745

	
 

	
134,395

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
483,559

	
 

	
60,770

	
 

	
1,255,074

	
 

	
3.51

	
%

	
1,389,469

	
 

	
3.11

	
%  

	
3.75

	
% 

	
-

	
 


	
Poalim Ventures Ltd.

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
381,027

	
 

	
-

	
 

	
47,628

	
 

	
19,305

	
 

	
447,960

	
 

	
1.25

	
%

	
447,960

	
 

	
1.00

	
%  

	
1.19

	
% 

	
191,264
  

	
 


	
Poalim Ventures I Ltd.

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
586,194

	
 

	
-

	
 

	
73,274

	
 

	
29,700

	
 

	
689,168

	
 

	
1.93

	
%

	
689,168

	
 

	
1.54

	
%  

	
1.84

	
% 

	
294,250
  

	
 


	
Poalim Ventures II L.P.

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
1,188,509

	
 

	
-

	
 

	
148,564

	
 

	
60,217

	
 

	
1,397,290

	
 

	
3.91

	
%

	
1,397,290

	
 

	
3.13

	
%  

	
3.72

	
% 

	
596,596
  

	
 


	
Wellington Partners Venture III Technology Fund L.P.

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
3,435,558

	
 

	
363,801

	
 

	
3,799,359

	
 

	
10.64

	
%

	
3,799,359

	
 

	
8.50

	
%  

	
10.15

	
% 

	
1,626,458
  

	
 


	
Amadeus III

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
3,285,579

	
 

	
3,285,579

	
 

	
9.20

	
%

	
3,285,579

	
 

	
7.35

	
%  

	
9.30

	
% 

	
1,489,777
  

	
 


	
Amadeus III Affiliates Fund LP

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
67,053

	
 

	
67,053

	
 

	
0.19

	
%

	
67,053

	
 

	
0.15

	
%  

	
0.19

	
% 

	
30,403
  

	
 


	
Financiere Seso S.A

	
 

	
159,620

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
159,620

	
 

	
0.45

	
%

	
159,620

	
 

	
0.36

	
%  

	
 

	
  

	
1,596
  

	
 


	
Inter Hightech (1982) Ltd.

	
 

	
71,829

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
71,829

	
 

	
0.20

	
%

	
71,829

	
 

	
0.16

	
%  

	
 

	
  

	
718
  

	
 


	
Service Providers

	
 

	
-

	
 

	
32,769

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
0.00

	
%

	
32,769

	
 

	
0.07

	
%  

	
 

	
  

	
-

	
 


	
TICI

	
 

	
-

	
 

	
87,791

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
0.00

	
%

	
87,791

	
 

	
0.20

	
%  

	
 

	
  

	
-

	
 


	
Tmura Fund

	
 

	
-

	
 

	
5,000

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
0.00

	
%

	
5,000

	
 

	
0.01

	
%  

	
 

	
  

	
-

	
 


	
ESOP IL Plan(1)(2) (exercise)

	
 

	
393,500

	
 

	
5,031,003

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
393,500

	
 

	
1.10

	
%

	
5,424,503

	
 

	
12.14

	
%  

	
 

	
  

	
3,935
  

	
 


	
ESOP IL Plan

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
0.00

	
%

	
-

	
 

	
0.00

	
%  

	
 

	
  

	
-

	
 


	
ESOP US Plan

	
 

	
-

	
 

	
605,000

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
0.00

	
%

	
605,000

	
 

	
1.35

	
%  

	
 

	
  

	
-

	
 


	
New ESOP

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
0.00

	
%

	
-

	
 

	
0.00

	
%  

	
 

	
  

	
-

	
 


	
Plenus Technologies Ltd

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
1,556,437

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
0.00

	
%

	
1,556,437

	
 

	
3.48

	
%  

	
 

	
  

	
-

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
   

	


	
  

	


	
 


	
Total

	
 

	
624,949

	
 

	
5,761,563

	
 

	
13,144,070

	
 

	
1,659,779

	
 

	
3,597,106

	
 

	
8,152,256

	
 

	
1,556,437

	
 

	
5,859,274

	
 

	
4,338,096

	
 

	
35,715,751

	
 

	
100.00

	
%

	
44,693,530

	
 

	
100

	
%  

	
75.86

	
% 

	
8,764,376 

	
 


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
   

	


	
  

	


	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ReCapitalization & A1 Financing

	
 

	
New Round

	
 


	
 

	
 

	


	
 

	


	
 


	
Name

	
 

	
Ordinary

	
 

	
# Options to Purchase Ordinary

	
 

	
# Warrants to Purchase Ordinary

	
 

	
Ordinary Preferred A

	
 

	
Ordinary Preferred B

	
 

	
Ordinary Preferred B 85% Anti-Dilution

	
 

	
Total Ordinary Preferred B

	
 

	
 

	
Total holdings

	
 

	
% Fully Diluted on an as converted basis

	
 

	
New Round $

	
 

	
Preferred A-1

	
 

	
# Total Fully Diluted on an as converted basis

	
 

	
% Fully Diluted on an as converted basis

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital Fund III (Israeli Sub) L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
736,047

	
 

	
479,313

	
 

	
497,606

	
 

	
976,919

	
 

	
 

	
1,712,966

	
 

	
11.34

	
%

	
$

	
2,221,057

	
 

	
1,678,169

	
 

	
3,391,135

	
 

	
12.82

	
%


	
Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
68,044

	
 

	
44,310

	
 

	
46,001

	
 

	
90,311

	
 

	
 

	
158,355

	
 

	
1.05

	
%

	
$

	
205,327

	
 

	
155,139

	
 

	
313,494

	
 

	
1.19

	
%


	
Pitango Venture Capital Fund III (Israeli Investors) L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
199,026

	
 

	
129,611

	
 

	
134,558

	
 

	
264,169

	
 

	
 

	
463,195

	
 

	
3.07

	
%

	
$

	
600,572

	
 

	
453,776

	
 

	
916,971

	
 

	
3.47

	
%


	
Pitango Parallel Investor Fund III (Israel), L.P

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
113,519

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
 

	
113,519

	
 

	
0.75

	
%

	
$

	
186,721

	
 

	
141,081

	
 

	
254,600

	
 

	
0.96

	
%


	
Pitango Principles Fund III (Israel) L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
25,909

	
 

	
16,872

	
 

	
17,516

	
 

	
34,388

	
 

	
 

	
60,297

	
 

	
0.40

	
%

	
$

	
78,181

	
 

	
59,071

	
 

	
119,368

	
 

	
0.45

	
%


	
Pitango Venture Capital Fund II Trusts 2000 L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
51,818

	
 

	
33,744

	
 

	
35,032

	
 

	
68,776

	
 

	
 

	
120,594

	
 

	
0.80

	
%

	
$

	
156,362

	
 

	
118,143

	
 

	
238,737

	
 

	
0.90

	
%


	
Canada Israel Opportunity Fund III, L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
11,490

	
 

	
3,294

	
 

	
3,420

	
 

	
6,714

	
 

	
 

	
18,204

	
 

	
0.12

	
%

	
$

	
30,000

	
 

	
22,667

	
 

	
40,871

	
 

	
0.07

	
%


	
Shrem, Fudim, Kelner Founders Group II L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
11,490

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
 

	
11,490

	
 

	
0.08

	
%

	
 

	
 

	
 

	
 

	
 

	
11,490

	
 

	
0.13

	
%


	
Shrem Fudim Kelner Founders Group II Annex Fund L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
3,276

	
 

	
3,401

	
 

	
6,677

	
 

	
 

	
6,677

	
 

	
0.04

	
%

	
$

	
30,000

	
 

	
22,667

	
 

	
29,344

	
 

	
0.11

	
%


	
Shrem, Fudim Kelner & Co Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
7,656

	
 

	
876

	
 

	
909

	
 

	
1,785

	
 

	
 

	
9,441

	
 

	
0.06

	
%

	
$

	
30,000

	
 

	
22,667

	
 

	
32,108

	
 

	
0.12

	
%


	
Qualitau Ltd.

	
 

	
90,163

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
 

	
90,163

	
 

	
0.60

	
%

	
 

	
-

	
 

	
-

	
 

	
90,163

	
 

	
0.34

	
%


	
SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
564,076

	
 

	
270,620

	
 

	
280,948

	
 

	
551,568

	
 

	
 

	
1,115,644

	
 

	
7.35

	
%

	
$

	
1,685,855

	
 

	
1,273,785

	
 

	
2,389,429

	
 

	
9.01

	
%


	
Star Management of Investments No. II (2000) L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
81,475

	
 

	
29,760

	
 

	
30,897

	
 

	
60,657

	
 

	
 

	
142,132

	
 

	
0.94

	
%

	
$

	
221,484

	
 

	
167,347

	
 

	
309,479

	
 

	
1.17

	
%


	
Star Growth Enterprise, a German Civil Law Partnership (with
  limitation of Liability)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
717,176

	
 

	
744,550

	
 

	
1,461,726

	
 

	
 

	
1,461,726

	
 

	
9.69

	
%

	
$

	
1,692,786

	
 

	
1,279,023

	
 

	
2,740,749

	
 

	
10.38

	
%


	
SVM Star Ventures Managmenttgesellschaft mbH Nr. 3

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
66,661

	
 

	
69,205

	
 

	
135,866

	
 

	
 

	
135,866

	
 

	
0.92

	
%

	
$

	
146,381

	
 

	
110,601

	
 

	
246,467

	
 

	
0.94

	
%


	
Genesis Partners II, L.D.C.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
449,869

	
 

	
475,322

	
 

	
493,463

	
 

	
968,785

	
 

	
 

	
1,418,654

	
 

	
9.39

	
%

	
$

	
1,868,977

	
 

	
1,412,147

	
 

	
2,830,801

	
 

	
10.70

	
%


	
Genesis Partners II (Israel) L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
66,572

	
 

	
70,148

	
 

	
72,825

	
 

	
142,973

	
 

	
 

	
209,545

	
 

	
1.39

	
%

	
$

	
275,826

	
 

	
208,406

	
 

	
417,951

	
 

	
1.58

	
%


	
Lehman Brothers European Venture Capital L.P.

	
 

	
56,328

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
 

	
56,328

	
 

	
0.37

	
%

	
 

	
 

	
 

	
-

	
 

	
56,328

	
 

	
0.21

	
%


	
Lehman Brothers Holdings plc (on behalf of pre-tax plan)

	
 

	
107,810

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
 

	
107,810

	
 

	
0.71

	
%

	
 

	
 

	
 

	
-

	
 

	
107,810

	
 

	
0.41

	
%


	
Lehman Brothers Partnership Account 2000/2001, L.P.

	
 

	
48,575

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
 

	
48,575

	
 

	
0.32

	
%

	
 

	
 

	
 

	
-

	
 

	
48,575

	
 

	
0.18

	
%


	
Lehman Brothers Offshore Partnership Account 2000/2001, L.P.

	
 

	
12,598

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
 

	
12,598

	
 

	
0.08

	
%

	
 

	
 

	
 

	
-

	
 

	
12,598

	
 

	
0.05

	
%


	
Orbotech

	
 

	
450,622

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
-

	
 

	
 

	
450,622

	
 

	
2.98

	
%

	
 

	
 

	
 

	
-

	
 

	
450,622

	
 

	
1.70

	
%


	
Intel

	
 

	
294,668

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
-

	
 

	
 

	
294,668

	
 

	
1.95

	
%

	
 

	
 

	
 

	
-

	
 

	
294,668

	
 

	
1.11

	
%


	
Poalim Ventures Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
93,841

	
 

	
97,423

	
 

	
191,264

	
 

	
 

	
191,264

	
 

	
1.27

	
%

	
$

	
251,949

	
 

	
190,366

	
 

	
381,630

	
 

	
1.44

	
%


	
Poalim Ventures I Ltd.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
144,370

	
 

	
149,880

	
 

	
294,250

	
 

	
 

	
294,250

	
 

	
1.95

	
%

	
$

	
387,613

	
 

	
292,870

	
 

	
587,120

	
 

	
2.22

	
%


	
Poalim Ventures II L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
292,712

	
 

	
303,884

	
 

	
596,596

	
 

	
 

	
596,596

	
 

	
3.95

	
%

	
$

	
785,885

	
 

	
593,793

	
 

	
1,190,389

	
 

	
4.50

	
%


	
Wellington Partners Venture III Technology Fund L.P.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
798,001

	
 

	
828,457

	
 

	
1,626,458

	
 

	
 

	
1,626,458

	
 

	
10.76

	
%

	
$

	
2,142,511

	
 

	
1,618,822

	
 

	
3,245,280

	
 

	
12.27

	
%


	
Amadeus III

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
730,940

	
 

	
758,837

	
 

	
1,489,777

	
 

	
 

	
1,489,777

	
 

	
9.86

	
%

	
$

	
1,942,438

	
 

	
1,467,652

	
 

	
2,957,429

	
 

	
11.18

	
%


	
Amadeus III Affiliates Fund LP

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
14,917

	
 

	
15,486

	
 

	
30,403

	
 

	
 

	
30,403

	
 

	
0.20

	
%

	
$

	
60,075

	
 

	
45,391

	
 

	
75,794

	
 

	
0.29

	
%


	
Financiere Seso S.A

	
 

	
1,596

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
1,596

	
 

	
0.01

	
%

	
 

	
 

	
 

	
 

	
 

	
1,596

	
 

	
0.01

	
%


	
Inter Hightech (1982) Ltd.

	
 

	
718

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
718

	
 

	
0.00

	
%

	
 

	
 

	
 

	
 

	
 

	
718

	
 

	
0.00

	
%


	
Service Providers

	
 

	
-

	
 

	
 

	
 

	
328

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
328

	
 

	
0.00

	
%

	
 

	
 

	
 

	
 

	
 

	
328

	
 

	
0.00

	
%


	
TICI

	
 

	
-

	
 

	
 

	
 

	
878

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
878

	
 

	
0.01

	
%

	
 

	
 

	
 

	
 

	
 

	
878

	
 

	
0.00

	
%


	
Tmura Fund

	
 

	
-

	
 

	
 

	
 

	
50

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
50

	
 

	
0.00

	
%

	
 

	
 

	
 

	
 

	
 

	
50

	
 

	
0.00

	
%


	
ESOP IL Plan(1)(2) (exercise)

	
 

	
3,935

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
3,935

	
 

	
0.03

	
%

	
 

	
 

	
 

	
 

	
 

	
3,935

	
 

	
0.0149

	
%


	
ESOP IL Plan

	
 

	
 

	
 

	
50,310

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
50,310

	
 

	
0.33

	
%

	
 

	
 

	
 

	
 

	
 

	
50,310

	
 

	
0.1902

	
%


	
ESOP US Plan

	
 

	
-

	
 

	
6,050

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
6,050

	
 

	
0.04

	
%

	
 

	
 

	
 

	
 

	
 

	
6,050

	
 

	
0.0229

	
%


	
New ESOP

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
2,584,209

	
 

	
17.10

	
%

	
 

	
 

	
 

	
 

	
 

	
2,584,209

	
 

	
9.7720

	
%


	
Plenus Technologies Ltd

	
 

	
-

	
 

	
 

	
 

	
15,564

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
15,564

	
 

	
0.10

	
%

	
 

	
 

	
 

	
 

	
 

	
15,564

	
 

	
0.06

	
%


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	
 

	


	
 

	


	
 

	


	


	
 

	


	
 

	


	
 

	


	
 


	
Total

	
 

	
1,067,013

	
 

	
56,360

	
 

	
16,820

	
 

	
2,386,991

	
 

	
4,415,764

	
 

	
4,584,298

	
 

	
9,000,062

	
 

	
 

	
15,111,455

	
 

	
100.00

	
%

	
$

	
15,000,000

	
 

	
11,333,583

	
 

	
26,445,038

	
 

	
100.00

	
%


	
 

	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	
 

	


	
 

	


	
 

	


	


	
 

	


	
 

	


	
 

	


	
 





*Plenus’ Warrant to purchase 15,564 Ordinary shares (following Closing)
are not included 











	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Current Cap-Table

	
 

	
 

	
 


	
 

	
 

	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
Name

	
 

	
# Ordinary

	
 

	
#
  Options/Warrants
  to Purchase
  Ordinary

	
 

	
# Preferred
  AA

	
 

	
# Warrants to
  purchase
  Preferred AA

	
 

	
# Preferred
  BB-2
  (including
  15% discount)

	
 

	
# Preferred BB-1

	
 

	
# Warrants
  to purchase
  Preferred
  BB-1

	
 

	
# Preferred  BB-3

	
 

	
# Preferred
  BB-4

	
 

	
# Total Shares
on an as converted basis

	
 

	
% Issued &
  Outstanding
  on an as
  converted
  basis

	
 

	
# Total Fully
  Diluted on an as
  converted basis

	
 

	
% Fully
  Diluted on an as
  converted basic

	
 

	
Holdings
  According  to the  Money

	
 

	
Automatic
  Conversion+  Money
  Allocation+
  85% BB Anti  Dilution

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
4,709,678

	
 

	
 

	
332,574

	
 

	
 

	
1,265,234

	
 

	
 

	
2,022,228

	
 

	
 

	
-

	
 

	
 

	
269,466

	
 

	
 

	
-

	
 

	
 

	
8,266,606

	
 

	
 

	
23.15

	
%

	
 

	
8,599,180

	
 

	
 

	
19.24

	
%

	
 

	
24.14

	
%  

	
 

	
2,628,927
  

	
 


	
Shrem, Fudim, Kelner

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
120,803

	
 

	
 

	
6,719

	
 

	
 

	
19,449

	
 

	
 

	
19,088

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
159,340

	
 

	
 

	
0.45

	
%

	
 

	
166,059

	
 

	
 

	
0.37

	
%

	
 

	
0.48

	
% 

	
 

	
45,812
  

	
 


	
Qualitau Ltd.

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
355,522

	
 

	
 

	
26,879

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
355,522

	
 

	
 

	
1.00

	
%

	
 

	
382,401

	
 

	
 

	
0.86

	
%

	
 

	
1.15

	
% 

	
 

	
-

	
 


	
 Star

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
2,545,572

	
 

	
 

	
364,018

	
 

	
 

	
1,749,237

	
 

	
 

	
3,158,844

	
 

	
 

	
-

	
 

	
 

	
269,467

	
 

	
 

	
258,684

	
 

	
 

	
7,981,804

	
 

	
 

	
22.35

	
%  

	
 

	
8,345,822

	
 

	
 

	
18.67

	
%

	
 

	
22.00

	
% 

	
 

	
2,855,367
  

	
 


	
Genesis

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
2,036,460

	
 

	
 

	
291,214

	
 

	
 

	
563,186

	
 

	
 

	
796,366

	
 

	
 

	
-

	
 

	
 

	
1,131,758

	
 

	
 

	
192,987

	
 

	
 

	
4,720,757

	
 

	
 

	
13.22

	
%

	
 

	
5,011,971

	
 

	
 

	
11.21

	
%

	
 

	
13.50

	
% 

	
 

	
1,628,200
  

	
 


	
Lehman Brothers

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
888,430

	
 

	
 

	
167,992

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
888,430

	
 

	
 

	
2.49

	
%

	
 

	
1,056,422

	
 

	
 

	
2.36

	
%

	
 

	
2.87

	
% 

	
 

	
-

	
 


	
Orbotech

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
1,776,860

	
 

	
 

	
335,988

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
1,776,860

	
 

	
 

	
4.98

	
%

	
 

	
2,112,848

	
 

	
 

	
4.73

	
%

	
 

	
5.73

	
% 

	
 

	
-

	
 


	
Intel

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
710,745

	
 

	
 

	
134,395

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
483,559

	
 

	
 

	
60,770

	
 

	
 

	
1,255,074

	
 

	
 

	
3.51

	
%

	
 

	
1,389,469

	
 

	
 

	
3.11

	
%

	
 

	
3.75

	
% 

	
 

	
-

	
 


	
Poalim Ventures

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
2,155,730

	
 

	
 

	
-

	
 

	
 

	
269,466

	
 

	
 

	
109,222

	
 

	
 

	
2,534,418

	
 

	
 

	
7.10

	
%

	
 

	
2,534,418

	
 

	
 

	
5.67

	
%

	
 

	
6.75

	
% 

	
 

	
1,082,110
  

	
 


	
Wellington

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
3,435,558

	
 

	
 

	
363,801

	
 

	
 

	
3,799,359

	
 

	
 

	
10.64

	
%

	
 

	
3,799,359

	
 

	
 

	
8.50

	
%

	
 

	
10.15

	
% 

	
 

	
1,626,460
  

	
 


	
Amadeus

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
3,352,632

	
 

	
 

	
3,352,632

	
 

	
 

	
9.39

	
%

	
 

	
3,352,632

	
 

	
 

	
7.50

	
%

	
 

	
9.49

	
% 

	
 

	
1,520,182
  

	
 


	
Financiere Seso S.A

	
 

	
 

	
159,620

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
159,620

	
 

	
 

	
0.45

	
%

	
 

	
159,620

	
 

	
 

	
0.36

	
%

	
 

	
 

	
 

	
 

	
1,596
  

	
 


	
Inter Hightech (1982) Ltd.

	
 

	
 

	
71,829

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
71,829

	
 

	
 

	
0.20

	
%

	
 

	
71,829

	
 

	
 

	
0.16

	
%

	
 

	
 

	
 

	
 

	
718
  

	
 


	
Service Providers

	
 

	
 

	
-

	
 

	
 

	
32,769

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
0.00

	
%

	
 

	
32,769

	
 

	
 

	
0.07

	
%

	
 

	
 

	
 

	
 

	
-

	
 


	
TICI

	
 

	
 

	
-

	
 

	
 

	
87,791

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
0.00

	
%

	
 

	
87,791

	
 

	
 

	
0.20

	
%

	
 

	
 

	
 

	
 

	
-

	
 


	
Tmura Fund

	
 

	
 

	
-

	
 

	
 

	
5,000

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
0.00

	
%

	
 

	
5,000

	
 

	
 

	
0.01

	
%

	
 

	
 

	
 

	
 

	
-

	
 


	
ESOP IL Plan(1)(2) (exercise)

	
 

	
 

	
393,500

	
 

	
 

	
5,031,003

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
393,500

	
 

	
 

	
1.10

	
%

	
 

	
5,424,503

	
 

	
 

	
12.14

	
%

	
 

	
 

	
 

	
 

	
3,935
  

	
 


	
ESOP IL Plan

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ESOP US Plan

	
 

	
 

	
-

	
 

	
 

	
605,000

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
0.00

	
%

	
 

	
605,000

	
 

	
 

	
1.35

	
%

	
 

	
 

	
 

	
 

	
-

	
 


	
New ESOP

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Plenus Technologies Ltd

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
1,556,437

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
0.00

	
%

	
 

	
1,556,437

	
 

	
 

	
3.48

	
%

	
 

	
 

	
 

	
 

	
-

	
 


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total 

	
 

	
 

	
624,949

	
 

	
 

	
5,761,563

	
 

	
 

	
13,144,070

	
 

	
 

	
1,659,779

	
 

	
 

	
3,597,106

	
 

	
 

	
8,152,256

	
 

	
 

	
1,556,437

	
 

	
 

	
5,859,274

	
 

	
 

	
4,338,096

	
 

	
 

	
35,715,751

	
 

	
 

	
100

	
% 

	
 

	
44,693,530

	
 

	
 

	
100

	
% 

	
 

	
100.00

	
% 

	
 

	
11,393,307 


	
 


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 







	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ReCap  

	
 

	
New Round

	
 


	
 

	
 

	


	
 

	


	
 


	
Name

	
 

	
Common

	
 

	
# Warrants to  purchase  Preferred AA  

	
 

	
# Options/Warrants to  Purchase Ordinary

	
 

	
Common A

	
 

	
Common B

	
 

	
Common B
  85% anti-
  dilution shares

	
 

	
Total
  Common B

	
 

	
Total holdings

	
 

	
% Fully
  Diluted on an as  converted
  basis

	
 

	
New Round $

	
 

	
Preferred A-1

	
 

	
# Total  Fully
  Diluted on an
  as converted
  basis

	
 

	
% Fully  Diluted on an
  as converted
  basis

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango

	
 

	
 

	
 

	
 

	
 

	
332,574

	
 

	
 

	
 

	
 

	
 

	
1,194,363

	
 

	
 

	
703,850

	
 

	
 

	
730,714

	
 

	
 

	
1,434,564

	
 

	
 

	
2,628,927

	
 

	
 

	
17.40

	
%

	
$

	
3,448,220

	
 

	
 

	
2,605,382

	
 

	
 

	
5,234,309

	
 

	
 

	
19.79

	
%


	
Shrem, Fudim, Kelner

	
 

	
 

	
 

	
 

	
 

	
6,719

	
 

	
 

	
 

	
 

	
 

	
30,636

	
 

	
 

	
7,446

	
 

	
 

	
7,730

	
 

	
 

	
15,176

	
 

	
 

	
45,812

	
 

	
 

	
0.30

	
%

	
$

	
90,000

	
 

	
 

	
68,002

	
 

	
 

	
113,814

	
 

	
 

	
0.43

	
%


	
Qualitau Ltd.

	
 

	
 

	
90,163

	
 

	
 

	
26,879

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
90,163

	
 

	
 

	
0.60

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
90,163

	
 

	
 

	
0.34

	
%


	
 Star

	
 

	
 

	
 

	
 

	
 

	
364,018

	
 

	
 

	
 

	
 

	
 

	
645,551

	
 

	
 

	
1,084,217

	
 

	
 

	
1,125,599

	
 

	
 

	
2,209,816

	
 

	
 

	
2,855,367

	
 

	
 

	
18.90

	
%

	
$

	
3,746,506

	
 

	
 

	
2,830,759

	
 

	
 

	
5,686,126

	
 

	
 

	
21.50

	
%


	
Genesis

	
 

	
 

	
 

	
 

	
 

	
291,214

	
 

	
 

	
 

	
 

	
 

	
516,441

	
 

	
 

	
545,470

	
 

	
 

	
566,289

	
 

	
 

	
1,111,759

	
 

	
 

	
1,628,200

	
 

	
 

	
10.77

	
%

	
$

	
2,144,803

	
 

	
 

	
1,620,555

	
 

	
 

	
3,248,755

	
 

	
 

	
12.28

	
%


	
Lehman Brothers

	
 

	
 

	
225,311

	
 

	
 

	
167,992

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
225,311

	
 

	
 

	
1.49

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
225,311

	
 

	
 

	
0.85

	
%


	
Orbotech

	
 

	
 

	
450,622

	
 

	
 

	
335,988

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
450,622

	
 

	
 

	
2.98

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
450,622

	
 

	
 

	
1.70

	
%


	
Intel

	
 

	
 

	
294,668

	
 

	
 

	
134,395

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
294,668

	
 

	
 

	
1.95

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
294,668

	
 

	
 

	
1.11

	
%


	
Poalim Ventures

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
530,923

	
 

	
 

	
551,187

	
 

	
 

	
1,082,110

	
 

	
 

	
1,082,110

	
 

	
 

	
7.16

	
%

	
$

	
1,425,447

	
 

	
 

	
1,077,029

	
 

	
 

	
2,159,139

	
 

	
 

	
8.16

	
%


	
Wellington

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
798,001

	
 

	
 

	
828,459

	
 

	
 

	
1,626,460

	
 

	
 

	
1,626,460

	
 

	
 

	
10.76

	
%

	
$

	
2,142,511

	
 

	
 

	
1,618,824

	
 

	
 

	
3,245,284

	
 

	
 

	
12.27

	
%


	
Amadeus

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
745,857

	
 

	
 

	
774,325

	
 

	
 

	
1,520,182

	
 

	
 

	
1,520,182

	
 

	
 

	
10.06

	
%

	
$

	
2,002,513

	
 

	
 

	
1,513,045

	
 

	
 

	
3,033,227

	
 

	
 

	
11.47

	
%


	
Financiere Seso S.A

	
 

	
 

	
1,596

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
1,596

	
 

	
 

	
0.01

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
1,596

	
 

	
 

	
0.01

	
%


	
Inter Hightech (1982) Ltd.

	
 

	
 

	
718

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
718

	
 

	
 

	
0.00

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
718

	
 

	
 

	
0.00

	
%


	
Service Providers

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
328

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
328

	
 

	
 

	
0.00

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
328

	
 

	
 

	
0.00

	
%


	
TICI

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
878

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
878

	
 

	
 

	
0.01

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
878

	
 

	
 

	
0.00

	
%


	
Tmura Fund

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
50

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
50

	
 

	
 

	
0.00

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
50

	
 

	
 

	
0.00

	
%


	
ESOP IL Plan(1)(2) (exercise)

	
 

	
 

	
3,935

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
3,935

	
 

	
 

	
0.03

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
3,935

	
 

	
 

	
0.01

	
%


	
ESOP IL Plan

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
50,310

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
50,310

	
 

	
 

	
0.33

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
50,310

	
 

	
 

	
0.19

	
%


	
ESOP US Plan

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
6,050

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
6,050

	
 

	
 

	
0.04

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
6,050

	
 

	
 

	
0.02

	
%


	
New ESOP

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
2,584,211 

	
 

	
 

	
17.10 

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
2,584,211

	
 

	
 

	
9.77

	
%


	
Plenus Technologies Ltd

	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	
15,564

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
15,564

	
 

	
 

	
0.10

	
%

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
15,564

	
 

	
 

	
0.06

	
%


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
Total

	
 

	
 

	
1,067,013

	
 

	
 

	
1,659,779

	
 

	
 

	
73,180

	
 

	
 

	
2,386,991

	
 

	
 

	
4,415,764

	
 

	
 

	
4,584,303

	
 

	
 

	
9,000,067

	
 

	
 

	
15,111,462

	
 

	
 

	
100.00

	
% 

	
$

	
15,000,000

	
 

	
 

	
11,333,596

	
 

	
 

	
26,445,058

	
 

	
 

	
100.00

	
% 


	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 

	


	


	
 















Schedule 2.3  



Negevtech –
Officers and Directors  



Negevtech - Directors

Eran Gersht

Amichai Steinberg

Yaffa Krindel

Aaron Mankovsky

Bart Markus

Eddy Shalev

Rafi Yizhar

Jaron Lotan 




Negevtech Structure:  





Negevtech Ltd. - Parent Company  


12 Hamada St.

Rehovot, Israel 76703

Tel: 972 89312222

Fax: 972 89366050



		
		
		
		
		
	Dr. Rivi Sherman	President
	Glyn Davies	Corporate VP Marketing
	Oz Desheh	CFO
	Mordechai Gatenio	VP Operations
	Yuval Levin	VP Sales
	Michal Rozenkrantz	VP Human Resources
	Dvir Harmelech	VP R&D
	Shmuel Gov	VP Customer Support
	Ehud Tirosh	VP CTO













Negevtech Inc.

2880 Lakeside Drive, Suite 131

Santa Clara, CA 95054

Phone: 408.486.9831

Fax: 408.486.9832 





Directors:

Oz Desheh

Rivi Sherman



Officers:

Glyn Davies - President



Offices:

Santa Clara: see address above

Boise: Southwind Center

6013 Overland Rd., Ste 102

Boise, ID 83709

USA

Austin: 3019 Alvin Devane, Suite 160,

Austin, TX 78741



Negevtech PTE. Ltd. (Singapore)

8 Cross Street

#11-00 PwC Building

Singapore 048424



Directors:

Oz Desheh

Chen Wen Woam Angela

Officers:

Oz Desheh



Negevtech GmbH Dresden

Manfred-von-Ardenne-Ring 20, Haus E

01099 Dresden



Fon +49 351 89 25 730

Fax + 49 351 89 25 738



Directors:

Oz Desheh

Markus Kindler

Officers:

Markus Kindler  






















Negevtech Japan

3-1-1004, Otsuka 2-chome,

Bunkyo-ku, Tokyo

Japan

Tel: +81 (904) 013 5962

Directors:

Oz Desheh

Rivi Sherman

Officers:

Roi Shefts - Business Manager



Negevtech Korea Co., Ltd.

27th FI, Korea Trade Tower Center

159-1 Samsung-Dong

Kangman-ku, Seoul 135-729

Korea



Directors:

Oz Desheh

Rivi Sherman

Internal Auditor:

Michal Levi



Negevtech Taiwan

68F, Taipei 101 Tower,

No. 7, Sec. 5, Xinyi Road, Taipei,

11049, Taiwan, R.O.C.

Tel: (0)886-2-8101-6666

Fax: (0)886-2-8101-6667



Directors:

Oz Desheh

Officers:

Yanki Avni - Business Manager 












Schedule 2.8  


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
NT file name

	
 

	
 

	
Family

	
 

	
 

	
Country

	
 

	
 

	
#

	
 

	
 

	
Official No.

	
 

	
 

	
Title

	
 

	
 

	
Prior date

	
 

	
 

	
Filing date

	
 

	
 

	
Issue date

	
 

	
 

	
Status

	
 

	
 

	
Attorney

	
 

	
 

	
Attorney file name

	
 

	
 

	
Inventors


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0001-US-01

	
 

	
 

	
1

	
 

	
 

	
.US

	
 

	
 

	
1

	
 

	
 

	
6,693,664

	
 

	
 

	
Method and system for fast
  on-line electro-optical detection of wafer defects

	
 

	
 

	
30/06/1999

	
 

	
 

	
18/06/2002

	
 

	
 

	
17/02/2004

	
 

	
 

	
Issued

	
 

	
 

	
STC

	
 

	
 

	
44623

	
 

	
 

	
Gad Neumann


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
[***]

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0001-EP-01

	
 

	
 

	
1

	
 

	
 

	
EP

	
 

	
 

	
1

	
 

	
 

	
EP1439385

	
 

	
 

	
Method and system for fast
  on-line electro-optical detection of wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
15/01/2003

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
46509

	
 

	
 

	
Gad Neumann


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0001-IL-01

	
 

	
 

	
1

	
 

	
 

	
IL

	
 

	
 

	
1

	
 

	
 

	
153977

	
 

	
 

	
Method and system for fast
  on-line electro-optical detection of wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
15/01/2003

	
 

	
 

	
5/07/2006

	
 

	
 

	
Issued

	
 

	
 

	
STC

	
 

	
 

	
47513

	
 

	
 

	
Gad Neumann


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0001-JP-01

	
 

	
 

	
1

	
 

	
 

	
JP

	
 

	
 

	
1

	
 

	
 

	
2003-7400

	
 

	
 

	
Method and system for fast
  on-line electro-optical detection of wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
15/01/2003

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
47606

	
 

	
 

	
Gad Neumann


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0001-KR-01

	
 

	
 

	
1

	
 

	
 

	
KR

	
 

	
 

	
1

	
 

	
 

	
2003-2671

	
 

	
 

	
Method and system for fast
  on-line electro-optical detection of wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
15/01/2003

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
47607

	
 

	
 

	
Gad Neumann


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0001-TW_01

	
 

	
 

	
1

	
 

	
 

	
TW

	
 

	
 

	
1

	
 

	
 

	
92100777

	
 

	
 

	
Method and system for fast
  on-line electro-optical detection of wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
15/01/2003

	
 

	
 

	
11/11/2006

	
 

	
 

	
Issued

	
 

	
 

	
STC

	
 

	
 

	
46793

	
 

	
 

	
Gad Neumann


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-US-01

	
 

	
 

	
2

	
 

	
 

	
.US

	
 

	
 

	
1

	
 

	
 

	
10/345,097

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
15/01/2003

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
44420

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan, Ram Segal, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-US-02

	
 

	
 

	
2

	
 

	
 

	
.US

	
 

	
 

	
2

	
 

	
 

	
11/476,342

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
28/06/2006

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
55071

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan, Ram Segal, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-US-03

	
 

	
 

	
2

	
 

	
 

	
.US

	
 

	
 

	
3

	
 

	
 

	
11/476,356

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
28/06/2006

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
55072

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan, Ram Segal, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-US-04

	
 

	
 

	
2

	
 

	
 

	
.US

	
 

	
 

	
4

	
 

	
 

	
11/476,358

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
28/06/2006

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
55147

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan, Ram Segal, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-US-05

	
 

	
 

	
2

	
 

	
 

	
.US

	
 

	
 

	
5

	
 

	
 

	
11/476,322

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
28/06/2006

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
55070

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan, Ram Segal, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-US-06

	
 

	
 

	
2

	
 

	
 

	
.US

	
 

	
 

	
6

	
 

	
 

	
11/524,684

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
21/09/2006

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
55247

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan, Ram Segal, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-US-07

	
 

	
 

	
2

	
 

	
 

	
.US

	
 

	
 

	
7

	
 

	
 

	
7,180,586

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
23/12/2004

	
 

	
 

	
20/02/2007

	
 

	
 

	
Issued

	
 

	
 

	
STC

	
 

	
 

	
53751

	
 

	
 

	
Gad Neumann & Noam
  Dotan


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 







*** Text omitted and filed separately
with the Securities and Exchange Commission pursuant to 17 CFR § 230.406 and §
200.80(b)(4). 













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
NT file name

	
 

	
 

	
Family

	
 

	
 

	
Country

	
 

	
 

	
#

	
 

	
 

	
Official No.

	
 

	
 

	
Title

	
 

	
 

	
Prior date

	
 

	
 

	
Filing date

	
 

	
 

	
Issue date

	
 

	
 

	
Status

	
 

	
 

	
Attorney

	
 

	
 

	
Attorney file name

	
 

	
 

	
Inventors


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-EP-01

	
 

	
 

	
2

	
 

	
 

	
EP

	
 

	
 

	
1

	
 

	
 

	
EP1606605

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
11/01/2004

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
55062

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan, Ram Segal, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-KR-01

	
 

	
 

	
2

	
 

	
 

	
KR

	
 

	
 

	
1

	
 

	
 

	
2005-7013165

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
15/07/2005

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
55065

	
 

	
 

	
Gad Neumann


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
[***]

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0002-WO-01

	
 

	
 

	
2

	
 

	
 

	
WO

	
 

	
 

	
1

	
 

	
 

	
PCT/IL04/000023

	
 

	
 

	
System for detection of
  wafer defects

	
 

	
 

	
15/01/2003

	
 

	
 

	
11/01/2004

	
 

	
 

	
-

	
 

	
 

	
Filed

	
 

	
 

	
STC

	
 

	
 

	
50446

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan, Ram Segal, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0003-US-01

	
 

	
 

	
3

	
 

	
 

	
.US

	
 

	
 

	
1

	
 

	
 

	
6,892,013

	
 

	
 

	
Fiber optical illumination
  system

	
 

	
 

	
15/01/2003

	
 

	
 

	
15/01/2003

	
 

	
 

	
10/05/2005

	
 

	
 

	
Issued

	
 

	
 

	
STC

	
 

	
 

	
47667

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0003-US-02

	
 

	
 

	
3

	
 

	
 

	
.US

	
 

	
 

	
2

	
 

	
 

	
11/096,873

	
 

	
 

	
Fiber optical illumination
  system

	
 

	
 

	
15/01/2003

	
 

	
 

	
1/04/2005

	
 

	
 

	
-

	
 

	
 

	
Allowed

	
 

	
 

	
STC

	
 

	
 

	
54590

	
 

	
 

	
Dov Furman


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0003-US-03

	
 

	
 

	
3

	
 

	
 

	
.US

	
 

	
 

	
3

	
 

	
 

	
11/709,019

	
 

	
 

	
Fiber optical illumination
  system

	
 

	
 

	
15/01/2003

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
60473

	
 

	
 

	
Dov Furman


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0003-EP-01

	
 

	
 

	
3

	
 

	
 

	
EP

	
 

	
 

	
1

	
 

	
 

	
EP1588210

	
 

	
 

	
Fiber optical illumination
  system

	
 

	
 

	
15/01/2003

	
 

	
 

	
11/12/2004

	
 

	
 

	
 

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
55106

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0003-KR-01

	
 

	
 

	
3

	
 

	
 

	
KR

	
 

	
 

	
1

	
 

	
 

	
2005-7013118

	
 

	
 

	
Fiber optical illumination
  system

	
 

	
 

	
15/01/2003

	
 

	
 

	
15/06/2005

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
55109

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0003-TW-01

	
 

	
 

	
3

	
 

	
 

	
TW

	
 

	
 

	
1

	
 

	
 

	
93101034

	
 

	
 

	
Fiber optical illumination
  system

	
 

	
 

	
15/01/2003

	
 

	
 

	
11/12/2004

	
 

	
 

	
12/2005

	
 

	
 

	
Issued

	
 

	
 

	
STC

	
 

	
 

	
50532

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0003-WO-01

	
 

	
 

	
3

	
 

	
 

	
WO

	
 

	
 

	
1

	
 

	
 

	
PCT/IL04/000022

	
 

	
 

	
Fiber optical illumination
  system

	
 

	
 

	
15/01/2003

	
 

	
 

	
11/12/2004

	
 

	
 

	
 

	
 

	
 

	
Filed

	
 

	
 

	
STC

	
 

	
 

	
50445

	
 

	
 

	
Dov Furman, Gad Neumann,
  Noam Dotan


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0004-US-01

	
 

	
 

	
4

	
 

	
 

	
US-Prov

	
 

	
 

	
1

	
 

	
 

	
60/587,675

	
 

	
 

	
Multimode inspection method
  and apparatus

	
 

	
 

	
12/07/2004

	
 

	
 

	
12/07/2004

	
 

	
 

	
-

	
 

	
 

	
Filed

	
 

	
 

	
STC

	
 

	
 

	
?

	
 

	
 

	
Dov Furman, Noam Dotan,
  Efraim Miklatzky


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0004-US-02

	
 

	
 

	
4

	
 

	
 

	
.US

	
 

	
 

	
2

	
 

	
 

	
11/176,844

	
 

	
 

	
Multimode inspection method
  and apparatus

	
 

	
 

	
12/07/2004

	
 

	
 

	
6/07/2005

	
 

	
 

	
-

	
 

	
 

	
Allowed

	
 

	
 

	
STC

	
 

	
 

	
53885

	
 

	
 

	
Dov Furman, Noam Dotan,
  Efraim Miklatzky


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0004-EP-01

	
 

	
 

	
4

	
 

	
 

	
EP

	
 

	
 

	
1

	
 

	
 

	
WO2006006148

	
 

	
 

	
Multimode inspection method
  and apparatus

	
 

	
 

	
12/07/2004

	
 

	
 

	
17/01/2007

	
 

	
 

	
 

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
60474

	
 

	
 

	
Dov Furman, Noam Dotan,
  Efraim Miklatzky


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0004-WO-01

	
 

	
 

	
4

	
 

	
 

	
WO

	
 

	
 

	
1

	
 

	
 

	
PCT/IL2005/000708

	
 

	
 

	
Multimode inspection method
  and apparatus

	
 

	
 

	
12/07/2004

	
 

	
 

	
4/06/2005

	
 

	
 

	
 

	
 

	
 

	
Filed

	
 

	
 

	
STC

	
 

	
 

	
53886

	
 

	
 

	
Dov Furman, Noam Dotan,
  Efraim Miklatzky


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 







*** Text omitted and filed separately
with the Securities and Exchange Commission pursuant to 17 CFR § 230.406 and §
200.80(b)(4). 










	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
NT file name

	
 

	
 

	
Family

	
 

	
 

	
Country

	
 

	
 

	
#

	
 

	
 

	
Official No.

	
 

	
 

	
Title

	
 

	
 

	
Prior date

	
 

	
 

	
Filing date

	
 

	
 

	
Issue date

	
 

	
 

	
Status

	
 

	
 

	
Attorney

	
 

	
 

	
Attorney file name

	
 

	
 

	
Inventors


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0006-US-01

	
 

	
 

	
6

	
 

	
 

	
.US

	
 

	
 

	
1

	
 

	
 

	
11/069,712

	
 

	
 

	
Method and apparatus for
  detecting defects in wafer

	
 

	
 

	
28/02/2005

	
 

	
 

	
28/02/2005

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
53603

	
 

	
 

	
Erez Sali, Tomer Yanir,
  Mark Wagner, Noam Dotan, Yuval Dorfan, Ran Zaslavsky


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0006-EP-01

	
 

	
 

	
6

	
 

	
 

	
EP

	
 

	
 

	
1

	
 

	
 

	
EP1696227

	
 

	
 

	
Method and apparatus for
  detecting defects in wafer

	
 

	
 

	
28/02/2005

	
 

	
 

	
28/02/2006

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
57768

	
 

	
 

	
Erez Sali, Tomer Yanir,
  Mark Wagner, Noam Dotan, Yuval Dorfan, Ran Zaslavsky


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
[***]

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0007-US-01

	
 

	
 

	
7

	
 

	
 

	
.US

	
 

	
 

	
1

	
 

	
 

	
11/068,711

	
 

	
 

	
Method and apparatus for
  detecting defects in wafers including alignment of the wafer images so as to
  induce the same smear in all images

	
 

	
 

	
28/02/2005

	
 

	
 

	
28/02/2005

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
STC

	
 

	
 

	
53604

	
 

	
 

	
Yuval Dorfan, Ran
  Zaslavsky, Mark Wagner, Dov Furman, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
[***]

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0008-US-01

	
 

	
 

	
8

	
 

	
 

	
.US

	
 

	
 

	
1

	
 

	
 

	
11/410,276

	
 

	
 

	
Printed Fourier Filtering
  In Optical Inspection

	
 

	
 

	
24/04/2006

	
 

	
 

	
24/04/2006

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
D&M

	
 

	
 

	
NRI-1

	
 

	
 

	
Dan Fuchs, Shai Silberstein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0009-US-01

	
 

	
 

	
9

	
 

	
 

	
US-Prov

	
 

	
 

	
1

	
 

	
 

	
60/808,816

	
 

	
 

	
Wafer Inspection Using
  Short-Pulsed Continuous Broadband Illumination

	
 

	
 

	
26/05/2006

	
 

	
 

	
26/05/2006

	
 

	
 

	
-

	
 

	
 

	
Provisional

	
 

	
 

	
D&M

	
 

	
 

	
NRI-2

	
 

	
 

	
Dov Furman, Shai Silbertein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0009-US-02

	
 

	
 

	
9

	
 

	
 

	
.US

	
 

	
 

	
2

	
 

	
 

	
11/684,191

	
 

	
 

	
Wafer Inspection Using
  Short-Pulsed Continuous Broadband Illumination

	
 

	
 

	
26/05/2006

	
 

	
 

	
9/03/2007

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
D&M

	
 

	
 

	
NRI-2

	
 

	
 

	
Dov Furman, Shai Silbertein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0009-EP-01

	
 

	
 

	
9

	
 

	
 

	
EP

	
 

	
 

	
1

	
 

	
 

	
N/A

	
 

	
 

	
Wafer Inspection Using
  Short-Pulsed Continuous Broadband Illumination

	
 

	
 

	
26/05/2006

	
 

	
 

	
N/A

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
D&M

	
 

	
 

	
NRI-2-EP

	
 

	
 

	
Dov Furman, Shai Silbertein


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
[***]

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0010-US-01

	
 

	
 

	
10

	
 

	
 

	
.US

	
 

	
 

	
1

	
 

	
 

	
11/503,859

	
 

	
 

	
Speckle Reduction Using a
  Fiber Bundle and Light Guide

	
 

	
 

	
14/08/2006

	
 

	
 

	
14/08/2006

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
D&M

	
 

	
 

	
NRI-3

	
 

	
 

	
Dov Furman, Daniel Mandelik


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
0011-US-01

	
 

	
 

	
11

	
 

	
 

	
.US

	
 

	
 

	
1

	
 

	
 

	
11/590,650

	
 

	
 

	
Defect Detection through
  Image Comparison Using Relative Measures

	
 

	
 

	
31/10/2006

	
 

	
 

	
31/10/2006

	
 

	
 

	
-

	
 

	
 

	
Pending

	
 

	
 

	
D&M

	
 

	
 

	
NRI-4

	
 

	
 

	
Erez Sali, Oren Cohen


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
[***]

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
[***]

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
[***]

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
[***]

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 







*** Text omitted and filed separately
with the Securities and Exchange Commission pursuant to 17 CFR § 230.406 and §
200.80(b)(4). 












	
 

	
 

	
 

	
 

	
 


	
Attorney

	
 

	
Attorney file name

	
 

	
NT file name


	
 

	
 

	
 

	
 

	
 


	
D&M

	
 

	
NRI-1

	
 

	
0008-US-01


	
D&M

	
 

	
NRI-2 (Provisional)

	
 

	
0009-US-01


	
D&M

	
 

	
NRI-2

	
 

	
0009-US-02


	
D&M

	
 

	
NRI-3

	
 

	
0010-US-01


	
D&M

	
 

	
NRI-4

	
 

	
0011-US-01


	
D&M

	
 

	
NRI-5

	
 

	
0013-US-01


	
D&M

	
 

	
NRI-7

	
 

	
0012-US-01


	
D&M

	
 

	
NRI-8

	
 

	
0014-US-01


	
D&M

	
 

	
NRI-9

	
 

	
0015-US-01


	
STC

	
 

	
44420

	
 

	
0002-US-01


	
STC

	
 

	
44623

	
 

	
0001-US-01


	
STC

	
 

	
46509

	
 

	
0001-EP-01


	
STC

	
 

	
46793

	
 

	
0001-TW_01


	
STC

	
 

	
47513

	
 

	
0001-IL-01


	
STC

	
 

	
47606

	
 

	
0001-JP-01


	
STC

	
 

	
47607

	
 

	
0001-KR-01


	
STC

	
 

	
47667

	
 

	
0003-US-01


	
STC

	
 

	
47776

	
 

	
0001-CN-01


	
STC

	
 

	
50445

	
 

	
0003-WO-01


	
STC

	
 

	
50446

	
 

	
0002-WO-01


	
STC

	
 

	
50532

	
 

	
0003-TW-01


	
STC

	
 

	
50533

	
 

	
0002-TW-01


	
STC

	
 

	
53603

	
 

	
0006-US-01


	
STC

	
 

	
53604

	
 

	
0007-US-01


	
STC

	
 

	
53751

	
 

	
0002-US-07


	
STC

	
 

	
53885

	
 

	
0004-US-02


	
STC

	
 

	
53886

	
 

	
0004-WO-01


	
STC

	
 

	
54590

	
 

	
0003-US-02


	
STC

	
 

	
55062

	
 

	
0002-EP-01


	
STC

	
 

	
55065

	
 

	
0002-KR-01


	
STC

	
 

	
55070

	
 

	
0002-US-05


	
STC

	
 

	
55071

	
 

	
0002-US-02


	
STC

	
 

	
55072

	
 

	
0002-US-03


	
STC

	
 

	
55106

	
 

	
0003-EP-01


	
STC

	
 

	
55109

	
 

	
0003-KR-01


	
STC

	
 

	
55147

	
 

	
0002-US-04


	
STC

	
 

	
55247

	
 

	
0002-US-06


	
STC

	
 

	
57767

	
 

	
0007-IL-01


	
STC

	
 

	
57768

	
 

	
0006-EP-01


	
STC

	
 

	
57769

	
 

	
0006-IL-01


	
STC

	
 

	
60473

	
 

	
0003-US-03


	
STC

	
 

	
60474

	
 

	
0004-EP-01


	
STC

	
 

	
?

	
 

	
0004-US-01















Schedule 2.8(e)  



Founders  



Gadi Neumann 

David Alumot 













Schedule 2.18  



List of Material Tangible
Properties and Assets  



[***]




*** Text omitted and filed separately
with the Securities and Exchange Commission pursuant to 17 CFR § 230.406 and §
200.80(b)(4). 












Schedule 2.19  


NEGEVTECH LTD.

INTERIM REPORT 


AS OF MARCH 31, 2007

 (Unaudited)



[***]




*** Text omitted and filed separately
with the Securities and Exchange Commission pursuant to 17 CFR § 230.406 and §
200.80(b)(4). 














Schedule 2.24  



List of Agreements with
Employees & Consultants  



[***]




*** Text omitted and filed separately
with the Securities and Exchange Commission pursuant to 17 CFR § 230.406 and §
200.80(b)(4). 












Schedule 2.25  



Government Sponsored
Programs  



	1.  	Office
of the Chief Scientist  






	 	
On
April 18, 2000 the OCS approved a grant in the amount of NIS 4,262,066 which was fully
provided to the Company. 






	 	
On
April 3, 2001, the OCS approved an additional grant in the amount of NIS 9,972,714 which
was fully provided to the Company. 






	 	
On
July 15, 2002, the OCS approved an additional grant in the amount of NIS 10,217,368 which
was fully provided to the Company. 






	 	
On
June 10, 2003, the OCS approved an additional grant in the amount of NIS 9,499,968 which
was fully provided to the Company. 






	 	
On
June 13, 2004, the OCS approved an additional grant in the amount of NIS 9,000,000 which
was fully provided to the Company. 






	 	
On
May 2, 2005, the OCS approved an additional grant in the amount of NIS 6,800,000 out of
which an amount of NIS 5,069,553 was provided to the Company. 






	 	
On
June 20 ,2006 the OCS approved an additional grant in the amount of NIS 6,208,568 out of
which an amount of NIS 2,736,823 was provided to the Company. 






	2.  	Fund
for the Encouragement of Marketing Activities  






	 	
On
December 15, 2002, the Fund for the Encouragement of Marketing Activities approved a grant
in the amount of $40,000 which was fully provided to the Company. 






	3.  	Investment
Center  






	 	
On
December 20, 2001 the Company applied for an approved enterprise status from the
Investment Center of the Israeli Ministry of Trade and Industry. Approval was granted on
March 24, 2002. 






	 	
On
October 19, 2004 the Investment Center approved an extension of the plan until March 23,
2005.  






	 	
On
July 27, 2005 the Investment Center approved an extension of the plan until March 23,
2006  















Schedule 2.28  



List of Insurance
Policies  



Negevtech maintains the following
valid insurance policies: 



	Medical Insurance Policy	 	The policy covers the medical insurance of Israeli employees during their stay abroad for short periods and for relocation periods
	Professional & Product Liability Insurance Policy	$5,000,000	 
	Directors & Officers Liability Insurance Policy	$5,000,000	 
	Marine Cargo Insurance Policy	$5,000,000 / $7,500,000 (Globus warehouses)	 
	Property in business interruption to cover Negevtech Property	$100,000-$11,000,000	The coverage is for Negevtech Ltd., for more details please see Migdal`s Hi-Tech Business Insurance Policy
	Third Party Liability	$5,000,000	 
	Employer Liability	$5,000,000	 
	Goods in Transit	$65,000	 
	Employees` Loyalty	$100,000	 
	Electronic Equipment	$33,000-$1,812,160	 
	CGL	$1,000,000	Negevtech Inc.
	Commercial Umbrella and Business & Personal Property Insurance policy	$5,000,000	Negevtech Inc. – See The Hartford`s Policy
	Business Auto	$1,000,000	Negevtech Inc.
















Schedule 3.5 A  



Venture Capital Funds 



Pitango Venture Capital Fund III
(Israeli Sub) L.P. 



Pitango Venture Capital Fund III (Israeli
Sub.) Non-Q L.P. 



Pitango Venture Capital Fund III
(Israeli Investors) L.P. 



Pitango Parallel Investor Fund III
(Israel), L.P. 



Pitango Principles Fund III (Israel)
L.P. 



Pitango Venture Capital Fund Trusts
2000 Ltd. 



Canada Israel Opportunity Fund III, L.P. 



Shrem, Fudim, Kelner Founders Group II
L.P. 



Shrem Fudim Kelner Founders Group II
Annex Fund L.P. 



Shrem, Fudim Kelner & Co Ltd. 


SVE Star Ventures Enterprises Gmbh & Co. No. IX KG.




Star Management of Investments No. II
(2000) L.P. 


Star Growth Enterprise, a German Civil Law Partnership (with limitation of Liability)




SVM Star Ventures
Managmenttgesellschaft mbH Nr. 3 



Genesis Partners II, L.D.C. 



Genesis Partners II (Israel) L.P. 



Poalim Ventures Ltd. 



Poalim Ventures I Ltd. 



Poalim Ventures II L.P. 



Wellington Partners Venture III
Technology Fund L.P. 



Amadeus III 



Amadeus III Affiliates
Fund LP 











Schedule 3.5 B  



Non Israeli Residents 



Wellington Partners Venture III
Technology Fund L.P. 



Amadeus III 



Amadeus III Affiliates
Fund LP 












Schedule 4.5  



TULCHINSKY
STERN MARCIANO ■ BEN ZUR ■ COHEN & CO.


	
 

	
 

	
 

	
 


	
 

	


	


	
 


	
 

	
L A W

	
O F F I C E S

	
 


	
 

	


	


	
 


	
 

	
 

	
w w w . t s l a w . c o . i l






5 Hafzadi St., (Ofer Bldg) • Jerusalem 95484 • Tel.
(972) 2-6511919 • Fax. (972) 2-6513133




Museum Tower • 4 Berkowitz
St. • Tel Aviv 64238 • Tel. (972) 3-6075000 • Fax. (972) 3-6075050


	
 

	
 

	
 


	
Menachem
  Tulchinsky, Adv.

	
 

	
Shlomi
  Azar, Adv. * †


	
Doron
  Stern, Adv.

	
 

	
Assaf
  Benmelech, Adv.


	
David
  Cohen, Adv.

	
 

	
Lana
  Tavor, Adv.


	
Boaz
  Ben Zur, Adv.

	
 

	
Galia
  Suesskind - Spiegel, Adv.


	
Isaac
  Marciano, Adv. (C.P.A.)

	
 

	
Oren
  Shriqui, Adv.


	
Yossi
  Ratnovsky, Adv. (C.P.A.)

	
 

	
Alon
  Karniel, Adv.


	
Chagit
  Pedael, Adv.

	
 

	
Talya
  Michaelson, Adv.


	
Yaacov
  Michlin, Adv.

	
 

	
Ofer
  Dolinsky, Adv.


	
Alon
  Tabak, Adv. *

	
 

	
Shimrit
  Lifshitz, Adv.


	
Baruch
  Perl, Adv.

	
 

	
Mirit
  Ber - Hoffman, Adv. (C.P.A.)


	
Ariel
  Fuss, Adv.

	
 

	
Michal
  Abramowitz - Levi, Adv.


	
Glenn
  Shalom - Winter, Adv.*

	
 

	
Nir
  Friedman, Adv.


	
Uriel
  Barak, Adv.*

	
 

	
Raz Ben
  - Dor, Adv.


	
Asaf
  Ben - Zeev, Adv.

	
 

	
Inbal
  Laifer, Adv.


	
Hagai
  Halevy, Adv.

	
 

	
Lital
  Helman, Adv.


	
Amit
  Manor, Adv.

	
 

	
Avital
  Mandel, Adv


	
Michal
  Markovitz - Blachar, Adv.

	
 

	
Hemi
  Shmueli, Adv.


	
Hadas
  Poraz, Adv.

	
 

	
Moshe
  Mazor, Adv.


	
Keren
  Shemesh, Adv.

	
 

	
Elad
  Shtief, Adv.


	
 

	
 

	
 


	
*Member
  of the N.Y. Bar Association

  †Qualified Solicitor in England &Wales

	
 

	
 





Jerusalem, July 20 2007


	
 

	
 


	
TO:

	
The Investors Listed on Schedule A of the Share Purchase Agreement (as defined herein)


	
 

	
 


	
Ladies and Gentlemen,





Re: Negevtech Ltd.


          We
have acted as counsel to Negevtech Ltd., a company limited by shares, formed
and existing
under the laws of the State of Israel (the “Company”), in connection with the
Series A1 Preferred Share
Purchase Agreement dated July 20, 2007 (the “Share Purchase Agreement”) between the Company and yourselves and all the
Schedules, Exhibits and ancillary documents related thereto to which the Company is a party (the “Transaction
Documents”). Unless defined herein, capitalized terms have the meaning ascribed
to them in the Transaction Documents.









                    In
rendering this opinion, we have examined such documents and matters of law as
we considered necessary for the purpose of rendering this opinion, including,
without limitations, the Transaction Documents and the current Memorandum of
Association and Articles of Association of the Company. As to matters of fact
material to the opinions expressed herein, we have relied (without independent investigation)
upon the representations by the Company in the Transaction Documents and on
representations or certificates of, or communications with directors, officers, employees or
representatives of the Company and certain public officials. Except as expressly set forth in
this opinion, we have not undertaken any independent investigation to determine the existence
or absence of such facts. Apart from an examination of the public records of the Israeli Registrar
of Companies, we have not examined any records of any court, administrative tribunal
or other similar entity in connection with our opinions expressed herein. Except to the extent
expressly set forth herein, we have not undertaken any independent investigation to determine the existence or
absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from
our representation of the Company or the rendering of the opinion set forth
below.


                    In
rendering this opinion, we have examined originals or copies of documents, corporate records and
other writings that we consider relevant for the purposes of this opinion. In such examination, we have
assumed that the signatures on documents and instruments examined by us are authentic, that each is what it
purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals,
which facts we have not independently
verified.


                    In
making our examination of documents, we have further assumed that (i) each party to such documents
(other than the Company in connection with the Transaction Documents) had the power, legal competence and capacity
to enter into and perform all of such party’s obligations
thereunder, (ii) each party to such documents (other than the Company in
connection with the Transaction
Documents) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and
binding upon the parties thereto (other than the Transaction Documents against
the Company), and (iv) there is no fact or circumstance relating to you or your
business that might prevent you from enforcing any of the rights provided for
in the Transaction Documents. We have also assumed that there are no
extrinsic agreements or understandings
among the parties to the Share Purchase Agreement, or contractual obligations
that would modify or interpret the
terms of the Transaction Documents or the respective rights or obligations of the parties thereunder.


                    As
used in this opinion, the expression “to our knowledge” or “known to us” with reference to matters of
fact refers to the current actual knowledge of attorneys within the firm principally responsible for handling current
matters for the Company. Except to the extent expressly
set forth herein we have not undertaken any independent investigation to
determine the existence or absence of any other facts, and no inference as to
our knowledge of the existence or absence
of any such facts should be drawn from our representation of the Company or the
rendering of the opinions set forth
below.


                    Where
statements in this opinion are qualified by the term “material” or “materially,” those
statements involve judgments and opinions as to the materiality or lack of materiality of any
matter to the Company’s business, assets, results of operations or financial condition that are
entirely those of the Company and its officers, after having been advised by us
as to the legal effect and consequences of such matters.









                    We
express no opinion as to matters governed by any laws other than the laws of
the State
of Israel. We express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any jurisdiction other
than those identified above are applicable to the Transaction Documents or the
transactions contemplated thereby.


                    In
rendering the opinion set forth in paragraph 1 below, we have relied
exclusively upon the Certificate of Incorporation and Registration as a Private
Company issued by the Registrar of Companies dated 22.12.91 and upon documents
filed and held on record with the Registrar of Companies.


                    In
rendering the opinion in paragraph 3 and 4(ii) below, we have relied, inter
alia, on your representations in Section 3 of the Share Purchase Agreement.


                    In
rendering the opinion in paragraph 4 relating to violations of laws, rules or regulations of the State
of Israel applicable to the Company, such opinion is limited to such laws, rules or regulations
that in our experience are typically applicable to a transaction of the nature contemplated by the
Agreement.


                    In
connection with the general enforceability opinion set forth below, this
opinion is qualified by, and we render no opinion with respect to, the
following:


	
 

	
 


	
·

	
We
  express no opinion as to the effect of bankruptcy, insolvency,
  reorganization, moratorium and other similar laws relating to or
  affecting the relief of debtors or the rights and remedies of creditors generally, including
  without limitation the effect of statutory or other law regarding fraudulent conveyances,
  preferential transfers and equitable subordination;


	
 

	
 


	
·

	
Our
  opinions are qualified by the limitations imposed by general principles of
  equity upon the availability of equitable remedies for the enforcement of
  provisions of the Transaction Documents, and by the effect of judicial decisions
  which have held that certain provisions are unenforceable when their enforcement would
  violate the implied covenant of good faith and fair dealing, would be
  commercially unreasonable, may establish claims of depravation of the
  minority or where their breach is not material; without limitation of the
  foregoing, we express no opinion as to potential claims or rights which may be
  raised by shareholders of the Company concerning the validity of the
  Recapitalization and/or the issuance of the Recap Ordinary Shares, the conversion thereto
  into Ordinary Preferred A Shares or Ordinary Preferred B Shares or the issuance of the Issued
  Shares, due to the nature of the Recapitalization and such issuances and conversion and
  their impact on the rights of the shareholders of the Company, provided that the
  aforesaid shall not derogate in any way from our opinion that all necessary corporate actions
  by the board of directors and the shareholders of the Company have been taken in
  order to approve the Recapitalization and such issuances and conversion are in compliance
  with the current Articles of Association and Memorandum of Association of the Company and
  the existing Shareholders Rights Agreement between the parties and do not require any
  consent or agreement of any Israeli government entity that has not been
  obtained.


	
 

	
 


	
·

	
We express no opinion as
  to the enforceability of the indemnification provisions in the Transaction Documents;













	
 

	
 


	
·

	
We
  express no opinion as to the effect of foreign laws, judicial determinations
  or governmental
  actions affecting creditors’ rights or the Company’s performance of its obligations under the
  Transaction Documents.


	
 

	
 


	
·

	
We
  express no opinion as to the effect of any Israeli law or equitable principle
  which provides that a court may refuse to enforce, or may limit the
  application of, a contract or any clause thereof which the court finds to
  have been unconscionable at the time it was made or contrary to public
  policy;


	
 

	
 


	
·

	
We
  express no opinion as to the enforceability of provisions of the Transaction
  Documents expressly or by implication waiving broadly or vaguely stated rights
  or unknown future rights, or waiving rights granted by law where such waivers are
  against public policy;


	
 

	
 


	
·

	
We
  express no opinion as to the enforceability of any provision of any of the
  Transaction Documents purporting to (a) waive rights to service of process or
  objections to the laying of venue or to forum in connection with any
  litigation arising out of or pertaining to the Transaction Documents, (b) exclude conflict of
  law principles under Israeli law, (c) establish particular courts as
  the forum for the adjudication of any controversy relating to the Transaction Documents,
  (d) establish the laws of any particular state or jurisdiction for the adjudication of any
  controversy relating to the Transaction Documents, (e) establish evidentiary standards
  or make determinations conclusive or (f) provide for arbitration of disputes;


	
 

	
 


	
·

	
We
  express no opinion as to the effect of judicial decisions, that may permit
  the introduction of extrinsic evidence to modify the terms or the
  interpretation of the Transaction Documents;


	
 

	
 


	
·

	
We
  express no opinion as to the enforceability of any provisions of the
  Transaction Documents providing that (a) rights or remedies are not exclusive,
  (b) rights or remedies may be exercised without notice, (c) every right or
  remedy is cumulative and may be exercised in addition to or with any other right or
  remedy, (d) the election of a particular remedy or remedies does not preclude recourse
  to one or more other remedies, (e) liquidated damages are to be paid upon the breach of any of the Transaction
  Documents or (f) the failure to exercise,
  or any delay in exercising, rights or remedies available under the Transaction Documents will not operate as a
  waiver of any such right or remedy;


	
 

	
 


	
·

	
We note that a requirement
  that provisions of the Transaction Documents may only be waived in writing may not be binding or
  enforceable if an oral agreement has been created modifying any such provision or an implied
  agreement by trade practice or course of conduct has given rise to a waiver;





                    In
addition to the foregoing, the opinions expressed below are specifically
subject to the following qualifications and assumptions:


	
 

	
 

	
 


	
 

	
·

	
We
  express no opinion as to compliance with any antitrust statutes, rules or
  regulations;


	
 

	
 

	
 


	
 

	
·

	
We
  have assumed and express no opinion with respect to (a) the accuracy and completeness of
  representations and warranties of the Investors set forth in the Transaction Documents, and (b) the
  validity of any wire transfers, drafts or checks tendered by the Investors;













	
 

	
 

	
 


	
 

	
·

	
We express no opinion as
  to whether the members of the Company’s Board of Directors have complied with
  their fiduciary duties or duties of care in connection with the authorization and performance of the
  Recapitalization, the Share Purchase Agreement or any other of the Transaction Documents.




Based
upon and subject to the foregoing and except as set forth in the Transaction
Documents or the Schedule of Exceptions thereto, we are of the opinion
that:


	
 

	
 


	
1.

	
The
  Company is a company limited by shares, duly incorporated and validly
  existing under the laws of the State of Israel. The Company has all requisite
  corporate power and authority to own and operate its properties and assets and
  to carry on its business as, to our knowledge, it is presently conducted.


	
 

	
 


	
2.

	
The
  Company has all the requisite corporate power and authority to execute, deliver
  and perform the Transaction Documents and to perform its obligations set
  forth therein. The Company has the requisite corporate power and authority
  to offer, issue and sell the Issued Shares to be sold to you pursuant to the Share
  Purchase Agreement.


	
 

	
 


	
3.

	
Each
  of the Transaction Documents has been duly authorized by all necessary
  corporate actions on the part of the Company, has been executed and delivered
  by duly authorized officers of the Company and constitutes a legal, valid
  and binding obligation of the Company, enforceable against the Company in
  accordance with its terms. No other corporate act or proceeding on the part of the
  Company is necessary for the execution of the Transaction Documents and/or
  the fulfillment of the Company’s obligations thereunder.


	
 

	
 


	
4.

	
(a)
  The execution and delivery by the Company of the Transaction Documents, the
  issue and sale of the Issued Shares and the performance by the Company of
  its obligations under the Transaction Documents will not conflict with,
  constitute a violation of, result in a breach of any provision of, or constitute a default under any
  applicable statute, rule or regulation to
  which the Company is subject,
  including applicable Israeli securities laws.





          (b)
The execution and delivery by the Company of the Transaction Documents, the issue and sale of the
Issued Shares, the Recapitalization and the conversion of the Recap Ordinary Shares into
Ordinary A Shares and Ordinary B Shares (the “Ordinary A/B Shares”) and the
performance by the Company of its obligations under the Transaction Documents will not conflict with, constitute
a violation of, result in a breach of any provision
of, or constitute a default under, (i) the current Articles of Association of
the Company; (ii) those Material
Agreements (as defined in Section 2.10(c) of the Share Purchase Agreement) listed as numbers 37, 38 and
39 in the list of Material Agreements referenced
to Section 2.10 of the Schedule of Exceptions to the Share Purchase Agreement, and the existing Shareholders Rights Agreement;
or (iii) any judgment, decree or order known
to us to which the Company is a party or by which it is bound, except in
relation to subsections 4(a), 4(b)(ii) and 4(b)(iii) above for such
conflicts, violations, breaches or defaults that
are not reasonably likely to have a material adverse effect on the Company and the ability of the Company to perform its
obligations under the Transaction Documents.
Compliance by the Company with the terms of the Transaction Documents does not require the consent or agreement of any
Israeli government entity (other than the Investment Center and the Office of
the Chief Scientist, both of the Ministry of Industry, Trade and Labor, the
approval in principle of both have been obtained, as set forth in the Schedule of Exceptions), nor does it require a
filing with any Israeli government entity (other than the Registrar of Companies, the Investment Center and the
Office of the Chief Scientist).









	
 

	
 


	
5.

	
The
  Issued Shares being purchased by you once issued and paid for in full in
  accordance with the provisions of the Share Purchase Agreement and the
  Amended Articles, and the Ordinary A/B Shares issued to you upon conversion of
  the Recap Ordinary Shares, will be duly and validly issued, fully paid and
  non-assessable, and, to the best of our knowledge, not issued in
  violation of any pre-emptive rights, and, to the best of our knowledge, you
  will hold
  such shares free and clear of any liens, security interests, pledges or
  charges in favor of the Company, except as set forth in the Transaction Documents. Upon
  conversion in accordance with the Amended Articles of the Issued Shares being
  purchased by you when fully paid, and/or of the Ordinary A/B Shares, the
  Ordinary Shares into which the Issued Shares and/or the Ordinary A/B Shares are convertible will be duly
  authorized, validly issued, fully paid,
  and non assessable, and, to the best of our knowledge, will not be issued in violation of any preemptive rights existing
  as of the date hereof.


	
 

	
 


	
6.

	
As of
  Closing (and following the Recapitalization), the authorized share capital of
  the Company constitutes of NIS 56,000,000 divided into (i) 30,000,000
  Ordinary Shares, nominal value NIS 1 each, (ii) 3,500,000 Ordinary
  Preferred A Shares, nominal value NIS 1 each, (iii) 10,000,000 Ordinary Preferred B
  Shares, par value NIS 1 each, and (iv) 12,500,000 Series A1 Preferred Shares, nominal
  value NIS 1 each.





          Based
on a review of the Company’s records and shareholder register, the issued and outstanding share
capital of the Company immediately prior to the Closing and the Recapitalization is
624,949 Ordinary Shares, nominal value NIS 0.01 each, 13,144,070 Series AA Preferred
Shares, nominal value NIS 0.01 each, 8,152,256 Series BB-1 Preferred Shares, nominal value
NIS 0.01 each, 3,597,106 Series BB-2 Preferred Shares, nominal value NIS 0.01 each,
5,859,274 Series BB-3 Preferred Shares, nominal value NIS 0.01 each and
4,338,096 Series BB-4 Preferred Shares, nominal value NIS 0.01 each. All such
issued and
outstanding shares have been duly authorized, validly issued, and to the best
of our knowledge,
are free of any liens or encumbrances in favor of the Company, except as set forth in the Transaction
Documents.









          To
the best of our knowledge on the basis of our review of the documents provided to us by the Company
(except with respect to options granted pursuant to the Company’s share option plans and
shares issued upon exercise thereof, in respect of which we have relied solely on
representations made by certain officers of the Company), and except as disclosed in the
Transaction Documents, there are not as of the date hereof, any outstanding or authorized
subscriptions, options, warrants, calls, rights, commitments (including conversion or
pre-emptive rights), or any other agreements of any character directly
obligating the Company to issue (a) any additional shares, except that we
express no opinion
as to the number of shares issuable in respect of the anti-dilution rights of
any of the
classes of shares of the Company in connection with the Share Purchase
Agreement or as a result of the
issuance of the Issued Shares, provided that the aforesaid shall not derogate in any way from our opinion that all
necessary corporate actions by the board of directors and the shareholders of the Company have been taken in order
to approve the waiver of
anti-dilution rights under the Share Purchase Agreement, in compliance with the
current Articles of Association; or
(b) any securities convertible into, or exchangeable for, or evidencing the right to subscribe for, any
shares. To the best of our knowledge, except as disclosed in the Transaction Documents, the Company has not adopted
or authorized any plan for the
benefit of its officers, employees, or directors which requires or permits the issuance, sale, purchase, or grant of any shares
of the Company’s share capital or any securities
convertible into, or exercisable or exchangeable for, or evidencing the right
to subscribe for any such shares.


	
 

	
 


	
7.

	
All
  necessary corporate proceedings have been taken to adopt the Amended Articles
  as they appear in Exhibit A of the Share Purchase Agreement, and such Amended
  Articles were validly adopted.


	
 

	
 


	
8.

	
Except
  as set forth in the Transaction Documents, we do not know of any civil,
  criminal or arbitration
  proceedings pending before any court or administrative agency to which the Company is party, nor is there in any
  investigation pending or threatened against the Company being handled by us.





This
opinion is rendered as of the date first written above solely for your benefit
in connection with the Transaction Documents and may not be relied on by, nor
may copies be delivered to, any other person without our prior written consent. Our
opinion is expressly limited to the matters set forth above and we render no
opinion, whether by implication or otherwise, as to any other matters relating to the
Company. We assume no obligation to inform you of any facts, circumstances, events or changes in
the law that may hereafter be brought to our attention that may alter, affect
or modify the opinions expressed herein.


	
 

	
 

	
 


	
 

	
TULCHINSKY STERN MARCIANO, BEN-ZUR, COHEN & CO.,
  LAW OFFICES


	
 

	
 


	
 

	
 

	
















Schedule 4.10  



Officer Certificate  



	To:  	The
Investors Listed on Schedule A hereto (the "Investors") 






	From:  	Oz
Desheh, Chief Financial Officer of Negevtech Ltd. (the "Company") 






	Re:  	Officer’s
Certificate Pursuant to Section 4.10 to the Series A1 Preferred SharePurchase Agreement
by and between the Company and the Investors dated July 20,2007 (the “Agreement”) 






I, the undersigned, in my capacity as
Chief Financial Officer of the Company, hereby certify the following: 



	 	1. 	The
representations and warranties contained in Section 2 of the Agreement are
               true as of the date hereof. 






	 	2. 	The
Company has performed and complied with all the agreements, obligations and
               conditions contained in the Agreement that are required to be performed or
               complied with on or before the Closing (as defined in the Agreement). 






	 	3. 	There
has been no material adverse change in the financial or business condition
               or prospects of the Company from the date of the Agreement until the date
               hereof. 






	 	4. 	As
of the date hereof, there is no action, suit, or proceeding pending or
               threatened before any court or quasi-judicial or administrative agency of
any                state, municipal, or foreign jurisdiction or before any arbitrator
wherein an                unfavorable injunction, judgment, order, decree, ruling, or
charge would: (i)                prevent consummation of any of the transactions
contemplated by the Agreement;                (ii) cause any of the transactions
contemplated by the Agreement to be rescinded                following consummation 






IN WITNESS WHEREOF, I have
executed this certificate on this __ day of ____ 2007.  



	 	_______________________________
	 	Chief Financial Officer of Negevtech Ltd.