Exhibit 4.1


 












 



 


 


BIONDVAX
PHARMACEUTICALS LTD.


 


AND


 


THE
BANK OF NEW YORK MELLON


 


As
Depositary


 


AND


 


OWNERS
AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


Deposit
Agreement


 


Dated
as of _______________, 2015


 


 





 









 






    	 



    	 



    

 


DEPOSIT
AGREEMENT


 


DEPOSIT
AGREEMENT dated as of ________________, 2015, among BiondVax Pharmaceuticals Ltd., a company incorporated under the laws of the
State of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary),
and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.


 


W
I T N E S S E T H:


 


WHEREAS,
the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter
defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary
for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so
deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and


 


WHEREAS,
the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions,
modifications and omissions, as hereinafter provided in this Deposit Agreement;


 


NOW,
THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows:


 


ARTICLE
1.      DEFINITIONS


 


The
following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit
Agreement:


 


SECTION
1.1          American Depositary Shares.


 


The
term “American Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights
with respect to the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated
securities. The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities
Act of 1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this
Deposit Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated
and uncertificated American Depositary Shares. Each American Depositary Share shall represent the number of Shares specified in
Exhibit A to this Deposit Agreement, until there shall occur a distribution upon Deposited Securities covered by Section 4.3 or
a change in Deposited Securities covered by Section 4.8 with respect to which additional American Depositary Shares are not delivered,
and thereafter American Depositary Shares shall represent the amount of Shares or Deposited Securities specified in such Sections.


 






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SECTION
1.2          Commission.


 


The
term “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental
agency in the United States.


 


SECTION
1.3          Company.


 


The
term “Company” shall mean BiondVax Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel,
and its successors.


 


SECTION
1.4          Custodian.


 


The
term “Custodian” shall mean the principal Tel Aviv office of each of Bank Leumi and Bank Hapoalim, as agents of the
Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the
Depositary pursuant to the terms of Section 5.5, as substitute or additional custodian or custodians hereunder, as the context
shall require and shall also mean all of them collectively.


 


SECTION
1.5          Deliver; Surrender.


 


(a)
The term “deliver”, or its noun form, when used with respect to Shares or other Deposited Securities, shall mean (i)
book-entry transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under
applicable law to effect transfers of such securities designated by the person entitled to that delivery or (ii) physical transfer
of certificates evidencing those Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied
by proper instruments of transfer to, the person entitled to that delivery.


 


(b)
The term “deliver”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) book-entry
transfer of American Depositary Shares to an account at DTC designated by the person entitled to such delivery, evidencing American
Depositary Shares registered in the name requested by that person, (ii) registration of American Depositary Shares not evidenced
by a Receipt on the books of the Depositary in the name requested by the person entitled to such delivery and mailing to that
person of a statement confirming that registration or (iii) if requested by the person entitled to such delivery, delivery at
the Corporate Trust Office of the Depositary to the person entitled to such delivery of one or more Receipts.


 






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(c)
The term “surrender”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry
transfers of American Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its Corporate
Trust Office of an instruction to surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary
at its Corporate Trust Office of one or more Receipts evidencing American Depositary Shares.


 


SECTION
1.6          Deposit Agreement.


 


The
term “Deposit Agreement” shall mean this Deposit Agreement, as the same may be amended from time to time in accordance
with the provisions hereof.


 


SECTION
1.7          Depositary; Corporate Trust Office.


 


The
term “Depositary” shall mean The Bank of New York Mellon, a New York banking corporation, and any successor as depositary
hereunder. The term “Corporate Trust Office”, when used with respect to the Depositary, shall mean the office of the
Depositary which at the date of this Deposit Agreement is 101 Barclay Street, New York, New York 10286.


 


SECTION
1.8          Deposited Securities.


 


The
term “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under
this Deposit Agreement, including without limitation Shares that have not been successfully delivered upon surrender of American
Depositary Shares, and any and all other securities, property and cash received by the Depositary or the Custodian in respect
thereof and at such time held under this Deposit Agreement, subject as to cash to the provisions of Section 4.5.


 


SECTION
1.9          Dollars.


 


The
term “Dollars” shall mean United States dollars.


 


SECTION
1.10        DTC.


 


The
term “DTC” shall mean The Depository Trust Company or its successor.


 


SECTION
1.11        Foreign Registrar.


 


The
term “Foreign Registrar” shall mean the entity that presently carries out the duties of registrar for the Shares or
any successor as registrar for the Shares and any other agent of the Company for the transfer and registration of Shares, including
without limitation any securities depository for the Shares.


 






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SECTION
1.12        Holder.


 


The
term “Holder” shall mean any person or entity holding a Receipt or a security entitlement or other interest in American
Depositary Shares, whether for its own account or for the account of another person or entity, but that is not the Owner of that
Receipt or those American Depositary Shares.


 


SECTION
1.13        Owner.


 


The
term “Owner” shall mean the person or entity in whose name American Depositary Shares are registered on the books
of the Depositary maintained for such purpose.


 


SECTION
1.14        Receipts.


 


The
term “Receipts” shall mean the American Depositary Receipts issued hereunder evidencing certificated American Depositary
Shares, as the same may be amended from time to time in accordance with the provisions hereof.


 


SECTION
1.15        Registrar.


 


The
term “Registrar” shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New
York, that is appointed by the Depositary to register American Depositary Shares and transfers of American Depositary Shares as
herein provided.


 


SECTION
1.16        Restricted Securities.


 


The
term “Restricted Securities” shall mean Shares, or American Depositary Shares representing Shares, that are acquired
directly or indirectly from the Company or its affiliates (as defined in Rule 144 under the Securities Act of 1933) in a transaction
or chain of transactions not involving any public offering, or that are subject to resale limitations under Regulation D under
the Securities Act of 1933 or both, or which are held by an officer, director (or persons performing similar functions) or other
affiliate of the Company, or that would require registration under the Securities Act of 1933 in connection with the offer and
sale thereof in the United States, or that are subject to other restrictions on sale or deposit under the laws of the United States
or Israel, or under a shareholder agreement or the articles of association or similar document of the Company.


 


SECTION
1.17        Securities Act of 1933.


 


The
term “Securities Act of 1933” shall mean the United States Securities Act of 1933, as from time to time amended.


 






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SECTION
1.18        Shares.


 


The
term “Shares” shall mean ordinary shares of the Company that are validly issued and outstanding and fully paid, nonassessable
and that were not issued in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company;
provided, however, that, if there shall occur any change in nominal value, a split-up or consolidation or any other
reclassification or, upon the occurrence of an event described in Section 4.8, an exchange or conversion in respect of the Shares
of the Company, the term “Shares” shall thereafter also mean the successor securities resulting from such change in
nominal value, split-up or consolidation or such other reclassification or such exchange or conversion.


 


ARTICLE
2.FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES


 


SECTION
2.1        Form of Receipts; Registration and Transferability of American Depositary Shares.


 


Definitive
Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. No Receipt shall be entitled to any benefits under this Deposit Agreement
or be valid or obligatory for any purpose, unless such Receipt shall have been (i) executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the
Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary or a Registrar. The Depositary
shall maintain books on which (x) each Receipt so executed and delivered as hereinafter provided and the transfer of each such
Receipt shall be registered and (y) all American Depositary Shares delivered as hereinafter provided and all registrations of
transfer of American Depositary Shares shall be registered. A Receipt bearing the facsimile signature of a person that was at
any time a proper officer of the Depositary shall, subject to the other provisions of this paragraph, bind the Depositary, notwithstanding
that such person was not a proper officer of the Depositary on the date of issuance of that Receipt.


 


The
Receipts may, and upon the written request of the Company shall, be endorsed with or have incorporated in the text thereof such
legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be reasonably required
by the Depositary, or the Company, or required to comply with any applicable law or regulations thereunder or with the rules and
regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the
date of issuance of the underlying Deposited Securities or otherwise.


 






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American
Depositary Shares evidenced by a Receipt, when properly endorsed or accompanied by proper instruments of transfer, shall be transferable
as certificated registered securities under the laws of the State of New York. American Depositary Shares not evidenced by Receipts
shall be transferable as uncertificated registered securities under the laws of the State of New York. The Depositary and the
Company, notwithstanding any notice to the contrary, may deem and treat the Owner of American Depositary Shares as the absolute
owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any
notice provided for in this Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have
any obligation or be subject to any liability under this Deposit Agreement to any Holder of American Depositary Shares unless
that Holder is the Owner of those American Depositary Shares.


 


SECTION
2.2          Deposit of Shares.


 


Subject
to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities)
may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for
transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications as may be required by the
Depositary, or the Custodian or the Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary
requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons
stated in such order, the number of American Depositary Shares representing such deposit and certifications, if any, as the Depositary
and the Company may require in order to comply with any applicable law.


 


No
Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval
has been granted by any governmental body in each applicable jurisdiction that is then performing the function of the regulation
of currency exchange or other function that requires approval for the deposit of Shares. If required by the Depositary, Shares
presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are
closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will
provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other
property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such
deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.


 


At
the request and risk and expense of any person proposing to deposit Shares or evidence of the right to receive Shares, and for
the account of such person, the Depositary may receive certificates for Shares to be deposited, together with the other instruments
herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.


 


Upon
each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents
specified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates
to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name
of the Depositary or its nominee or such Custodian or its nominee.


 






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The
Depositary and the Custodian may refuse to accept Shares for deposit whenever notified that the Company has restricted transfer
of such Shares to comply with any ownership restrictions under the articles of association or similar document of the Company
or any applicable law or that the deposit would result in any violation of the articles of association or similar document of
the Company or any applicable law. The Company shall notify the Depositary and the Custodian in writing with respect to any such
restrictions on transfer of its Shares for deposit hereunder or delivery of American Depositary Shares to any Owner.


 


Deposited
Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other
place or places as the Depositary shall determine.


 


Neither
the Depositary nor the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by Section 4.8),
or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and cancellation of American
Depositary Shares or in connection with a sale permitted under Section 3.2, 4.3, 4.11 or 6.2.


 


SECTION
2.3          Delivery of American Depositary Shares.


 


Upon
receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder, together with the other documents required as specified
above, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order
American Depositary Shares are deliverable in respect thereof and the number of American Depositary Shares to be so delivered.
Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex
or facsimile transmission (and in addition, if the transfer books of the Company or the Foreign Registrar, if applicable, are
open, the Depositary may in its reasonable discretion require a proper acknowledgment or other evidence from the Company or the
Foreign Registrar that any Deposited Securities have been recorded upon the books of the Company or the Foreign Registrar, if
applicable, in the name of the Depositary or its nominee or such Custodian or its nominee). Upon receiving such notice from such
Custodian, or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary, the Depositary, subject
to the terms and conditions of this Deposit Agreement, shall, without unreasonable delay, deliver, to or upon the order of the
person or persons entitled thereto, the number of American Depositary Shares issuable in respect of that deposit, but only upon
payment to the Depositary of the fees and expenses of the Depositary for the delivery of such American Depositary Shares as provided
in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of
the Deposited Securities.


 






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SECTION
2.4          Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated
and Uncertificated American Depositary Shares.


 


The
Depositary, subject to the terms and conditions of this Deposit Agreement, shall, without unreasonable delay, register transfers
of American Depositary Shares on its transfer books from time to time, upon (i) in the case of certificated American Depositary
Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner in person or by a duly authorized attorney,
properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated American Depositary Shares,
receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as
provided in Section 2.10), and, in either case, duly stamped as may be required by the laws of the State of New York and of the
United States of America. Thereupon the Depositary shall deliver those American Depositary Shares to or upon the order of the
person entitled thereto.


 


The
Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the
purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for
any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares
as the Receipt or Receipts surrendered.


 


The
Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American
Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the
Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction
(including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10) from the Owner of uncertificated
American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated
American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares.


 


The
Depositary may appoint one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary
Shares and combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out
its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements
by Owners or persons entitled to American Depositary Shares and will be entitled to protection and indemnity to the same extent
as the Depositary.


 






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SECTION
2.5          Surrender of American Depositary Shares and Withdrawal of Deposited Securities.


 


Upon
surrender at the Corporate Trust Office of the Depositary of American Depositary Shares for the purpose of withdrawal of the Deposited
Securities represented thereby, and upon payment of the fee of the Depositary for the surrender of American Depositary Shares
as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal
of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of those American Depositary
Shares shall be entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by
those American Depositary Shares. Such delivery shall be made, as hereinafter provided, without unreasonable delay.


 


A
Receipt surrendered for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper
instruments of transfer in blank. The Depositary may require the surrendering Owner to execute and deliver to the Depositary a
written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written
order of a person or persons designated in such order. Thereupon the Depositary shall, without unreasonable delay, direct the
Custodian to deliver at the office of such Custodian, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions
of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary
as above provided, the amount of Deposited Securities represented by the surrendered American Depositary Shares, except that the
Depositary may make delivery to such person or persons at the Corporate Trust Office of the Depositary of any dividends or distributions
with respect to the Deposited Securities represented by those American Depositary Shares, or of any proceeds of sale of any dividends,
distributions or rights, which may at the time be held by the Depositary.


 


At
the request, risk and expense of any Owner so surrendering American Depositary Shares, and for the account of such Owner, the
Depositary shall direct the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate
or certificates, if applicable, and other proper documents of title for, the Deposited Securities represented by the surrendered
American Depositary Shares to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall
be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.


 






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SECTION
2.6          Limitations on Delivery, Transfer and Surrender of American Depositary Shares.


 


As
a condition precedent to the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or
combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment
from the depositor of Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American
Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and
any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being
deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory
to it as to the identity and genuineness of any signature and may also require compliance with any applicable laws or regulations
or any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation,
this Section 2.6.


 


The
delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended,
or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding
American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed
as provided in Section 5.1, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time
or from time to time because of any requirement of law or of any government or governmental body or commission, or if any stock
exchange where the Shares are listed suspends the trading of Shares for any reason, or under any provision of this Deposit Agreement,
or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in this
Deposit Agreement, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended
subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar,
if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations
relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation of the foregoing,
the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares (A) which would be required to be
registered under the provisions of the Securities Act of 1933 for public offer and sale in the United States unless a registration
statement is in effect as to such Shares for such offer and sale or (B) for which the Depositary has received written instructions
with respect thereto from the Company that the deposit of such Shares would violate applicable law or regulation. 


 


The
Depositary will comply with the reasonable written instructions of the Company requesting that the Depositary not accept for deposit
hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions
in order to facilitate the Company’s compliance with the securities laws of the United States.


 






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SECTION
2.7          Lost Receipts, etc.


 


In
case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall deliver to the Owner the American Depositary
Shares evidenced by that Receipt in uncertificated form or, if requested by the Owner, execute and deliver a new Receipt of like
tenor in exchange and substitution for such mutilated Receipt, upon cancellation thereof, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt. Before the Depositary shall deliver American Depositary Shares in uncertificated form
or execute and deliver a new Receipt, in substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a)
filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has
been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements
imposed by the Depositary.


 


SECTION
2.8          Cancellation and Destruction of Surrendered Receipts.


 


All
Receipts surrendered to the Depositary shall be cancelled by the Depositary. Cancelled Receipts shall not be entitled to any benefits
under this Deposit Agreement or be valid or obligatory for any purpose. The Depositary is authorized to destroy Receipts so cancelled.


 


SECTION
2.9          Pre-Release of American Depositary Shares.


 


Notwithstanding
Section 2.3 hereof, unless requested by the Company in writing to cease doing so, the Depositary may deliver American Depositary
Shares prior to the receipt of Shares pursuant to Section 2.2 (a “Pre-Release”). The Depositary may, pursuant to Section
2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation
is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released.
The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will
be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to
be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted,
as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares, as the
case may be, to the Depositary in its capacity as such and for the benefit of the Owners and (iii) will not take any action with
respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial
ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case
may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral
as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d)
subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented
by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent
(30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or
disregard such limit from time to time as it deems reasonably appropriate.


 






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The
Depositary may retain for its own account any compensation received by it in connection with the foregoing.


 


SECTION
2.10        Maintenance of Records


 


The
Depositary agrees to maintain or cause its agents to maintain records of all American Depositary Shares surrendered and Deposited
Securities withdrawn under Section 2.5, substitute Receipts delivered under Section 2.7, and of cancelled or destroyed Receipts
under Section 2.8, in keeping with procedures ordinary followed by stock transfer agents located in the United States or as required
by the laws or regulations governing the Depositary.


 


SECTION
2.11        DTC Direct Registration System and Profile Modification System.


 


(a)
Notwithstanding the provisions of Section 2.4, the parties acknowledge that the Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance
thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated
American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled
thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American
Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and
to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior
authorization from the Owner to register such transfer.


 


(b)
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that
the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf
of an Owner in requesting a registration of transfer and delivery as described in subsection (a) has the actual authority to act
on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions
of Sections 5.3 and 5.8 shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s
reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with
this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.


 






    	- 13 -



    	 



    

 


ARTICLE
3.CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


SECTION
3.1         Filing Proofs, Certificates and Other Information.


 


Any
person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the
Custodian such proof of citizenship or residence, taxpayer status, exchange control approval, or such information relating to
the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make
such representations and warranties, as the Depositary may reasonably deem necessary or proper or as the Company may reasonably
request. The Depositary may withhold the delivery or registration of transfer of American Depositary Shares or the distribution
of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until
such proof or other information is filed or such certificates are executed or such representations and warranties made. Upon the
written request of the Company, the Depositary shall, as promptly as practicable, provide to the Company copies or originals,
if necessary and appropriate, of any proofs of citizenship or residence, taxpayer status, exchange control approval, information,
certificate or other representations and warranties that the Depositary receives under this Section 3.1 from the Owner or Holder
or any person presenting Shares for deposit, to the extent that disclosure is permitted under applicable law. Each Owner and Holder
agrees to provide any information requested by the Company or the Depositary pursuant to this Section 3.1. Neither the Company
nor the Depositary is responsible for monitoring the Owners’ or the Holders’ compliance with applicable laws and regulations
or their legal right to acquire Shares or American Depositary Shares.


 


SECTION
3.2         Liability of Owner for Taxes.


 


If
any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any American Depositary
Shares or any Deposited Securities represented by any American Depositary Shares, such tax or other governmental charge shall
be payable by the Owner of such American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer
of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares
until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner thereof
any part or all of the Deposited Securities represented by those American Depositary Shares, and may apply such dividends or other
distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner of such American
Depositary Shares shall remain liable for any deficiency. Every Owner agrees to indemnify the Depositary, the Company, the Custodian,
and any of their agents, officers, employees and affiliates for, and to hold each of them harmless from, any claims with respect
to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Owner.


 






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SECTION
3.3         Warranties on Deposit of Shares.


 


Every
person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each
certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders
of outstanding Shares and that the person making such deposit is duly authorized so to do and the Shares presented for deposit
are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and the Shares presented for
deposit have not been stripped of any rights or entitlements. Every such person shall also be deemed to represent that the deposit
of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under the
Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary
Shares and the withdrawal of Deposited Securities and cancellation of the American Depositary Shares. No Shares delivered to the
Custodian for deposit bearing a restrictive legend shall be accepted for deposit without obtaining the Company’s written
consent.


 


SECTION
3.4         Disclosure of Beneficial Ownership


 


The
Company may from time to time request that any Holder or Owner (or former Holder or Owner) of American Depositary Shares provide
information as to the capacity in which it holds or held American Depositary Shares or such beneficial interest and regarding
the identity of any other persons then or previously having a beneficial interest in such American Depositary Shares, and the
nature of such interest and various other matters. Each such Holder or Owner agrees to provide such information reasonably requested
by the Company pursuant to this Section. The Depositary agrees to comply with reasonable written instructions received from time
to time from the Company requesting that the Depositary forward any such requests to the Holders or Owners and to forward to the
Company any responses to such requests received by the Depositary.


 


Each
Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the
notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents,
to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required
to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification
described below.


 


Each
Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which
may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including
persons who hold such an interest through the holding of Receipts) give written notice of their interest and any subsequent changes
in their interest to the Company.


 






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ARTICLE
4.THE DEPOSITED SECURITIES


 


SECTION
4.1         Cash Distributions.


 


Whenever
the Depositary shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, subject
to the provisions of Section 4.5, convert such dividend or distribution into Dollars and shall distribute the amount thus received
(net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, as of the record date
fixed pursuant to Section 4.6, in proportion to the number of American Depositary Shares representing such Deposited Securities
held by them respectively; provided, however, that in the event that the Custodian or the Depositary shall be required
to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes or other governmental
charges, the amount distributed to the Owners of the American Depositary Shares representing such Deposited Securities shall be
reduced accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any
Owner a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to the
Owners entitled thereto. The Company or its agent will remit to the appropriate governmental agency in each applicable jurisdiction
all amounts withheld and owing to such agency. The Depositary will forward to the Company or its agent such information from its
records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies.


 


SECTION
4.2         Distributions Other Than Cash, Shares or Rights.


 


Subject
to the provisions of Sections 4.11 and 5.9, whenever the Depositary shall receive any distribution other than a distribution described
in Section 4.1, 4.3 or 4.4, the Depositary shall, after consulting with the Company, cause the securities or property received
by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary
or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited
Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among
the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the
Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under
the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary deems such distribution not to be feasible,
the Depositary, after consultation with the Company to the extent practicable, may adopt such method as it may deem equitable
and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses
of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto, all in the
manner and subject to the conditions described in Section 4.1; provided, further, that no distribution to the Owners pursuant
to this Section 4.2 shall be unreasonably delayed by any action of the Depositary. To the extent such securities or property or
the net proceeds thereof are not distributed to the Owners as provided in this Section 4.2, the same shall constitute Deposited
Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such securities, property
or net proceeds. The Depositary may withhold any distribution of securities under this Section 4.2 if it has not received reasonably
satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933.
The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under
this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution.


 






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SECTION
4.3         Distributions in Shares.


 


If
any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may,
and subject to the terms of the following sentence, the Depositary shall if so requested by the Company in writing, as promptly
as practicable, deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them respectively, an aggregate number of American Depositary Shares representing the amount
of Shares received as such dividend or free distribution, subject to the terms and conditions of this Deposit Agreement with respect
to the deposit of Shares and after deduction or upon issuance of American Depositary Shares, including the withholding of any
tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided
in Section 5.9 (and the Depositary may sell, by public or private sale, an amount of the Shares received sufficient to pay its
fees and expenses in respect of that distribution). The Depositary may withhold any such delivery of American Depositary Shares
if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration
under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary
may sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.1. If additional American Depositary Shares are not so delivered, each American
Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented
thereby.


 






    	- 17 -



    	 



    

 


SECTION
4.4         Rights.


 


In
the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe
for additional Shares or any rights of any other nature, the Depositary shall, after consultation with the Company, have discretion
as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any
Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason,
the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available
to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary
determines in its discretion that it is lawful and feasible to make such rights available to all or certain Owners but not to
other Owners, the Depositary, after consultation with the Company, may distribute to any Owner to whom it determines the distribution
to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments
therefor in such form as it deems appropriate.


 


In
circumstances in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments
in order to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will make
such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in
its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined
in its sole discretion are reasonably required under applicable law.


 


If
the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such
an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment
by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received
upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth
in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares,
and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such
Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of this Deposit Agreement, and
shall, pursuant to Section 2.3 of this Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution
pursuant to the second paragraph of this Section, such deposit shall be made, and depositary shares shall be delivered, under
depositary arrangements which provide for issuance of depositary shares subject to the appropriate restrictions on sale, deposit,
cancellation, and transfer under applicable United States laws.


 






    	- 18 -



    	 



    




 


If
the Depositary determines in its discretion that it is not lawful and feasible to make such rights available to all or certain
Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by
the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds
of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 and all taxes and governmental charges
payable in connection with such rights and subject to the terms and conditions of this Deposit Agreement) for the account of such
Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard
to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares
or otherwise.


 


The
Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt
from registration under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions
of such Act; provided, that nothing in this Deposit Agreement shall create any obligation on the part of the Company to
file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration
statement declared effective. If an Owner requests the distribution of warrants or other instruments, notwithstanding that there
has been no such registration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it has
received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such
distribution to such Owner is exempt from such registration; provided, however, that the Company shall have no obligation
to cause its counsel to issue such opinion at the request at such Owner.


 


Neither
the Depositary nor the Company shall be responsible for any failure to determine that it may be lawful or feasible to make such
rights available to Owners in general or any Owner in particular.


 


SECTION
4.5         Conversion of Foreign Currency.


 


Whenever
the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds
from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can
in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted by sale or in any other manner that it may reasonably determine
such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary
shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders
of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or
other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery
of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary
as provided in Section 5.9.


 






    	- 19 -



    	 



    

 


If
such conversion or distribution can be effected only with the approval or license of, or requires a filing with any government
or agency thereof, the Depositary shall file such application for approval or license, or make such filing, if any, as it may
deem desirable. The Company shall have no obligation to make any such filings.


 


If
at any time the Depositary shall determine in its reasonable judgment that any foreign currency received by the Depositary or
the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license
of any government or agency thereof which is required for such conversion is denied or in the reasonable opinion of the Depositary
is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary,
the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency)
received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest
thereon for the respective accounts of, the Owners entitled to receive the same.


 


If
any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled
thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the
Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance
uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.


 


SECTION
4.6         Fixing of Record Date.


 


Whenever
any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever
rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting
of holders of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of
Shares that are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient,
the Depositary shall fix a record date which shall be the same as, or as near as practicable to, any corresponding record date
fixed by the Company with respect to the Deposited Securities (a) for the determination of the Owners who shall be (i) entitled
to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for
the exercise of voting rights at any such meeting or (iii) responsible for any fee or charge assessed by the Depositary pursuant
to this Deposit Agreement, or (b) on or after which each American Depositary Share will represent the changed number of Shares.
Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement, the Owners
on such record date shall be entitled, as the case may be, to receive the amount distributable by the Depositary with respect
to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of American
Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter.


 






    	- 20 -



    	 



    

 


SECTION
4.7         Voting of Deposited Securities.


 


Upon
receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited
Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners
a notice, the form of which notice shall be approved by the Company in advance which shall contain (a) such information (including,
without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company,
(b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable
provision of Israeli law and of the articles of association or similar documents of the Company, to instruct the Depositary as
to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by
their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including
an express indication that such instructions may be given or deemed given in accordance with the last sentence of this paragraph
if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the
written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the
Depositary for such purpose, the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount
of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set
forth in such request.


 


Neither
the Depositary nor the Custodian shall under any circumstances exercise any voting discretion over any Deposited Securities, and
neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote that attaches to the Deposited Securities
except in accordance with the voting instructions given from the Owners or deemed given from the Owner or as provided in the following
sentence. If (i) the Company requested the Depositary to act under this Section 4.7 and complied with the following paragraph
and (ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary
Shares of that Owner on or before the date established by the Depositary for such purpose, the Depositary shall deem that Owner
to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter
and the amount of Deposited Securities represented by that amount of American Depositary Shares and the Depositary shall give
a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities as to that matter, except
that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as
to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in
writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter
materially and adversely affects the rights of holders of Shares.


 






    	- 21 -



    	 



    

 


In
order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited
Securities, if the Company will request the Depositary to act under this Section 4.7, the Company shall give the Depositary notice
of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date.


 


SECTION
4.8         Changes Affecting Deposited Securities.


 


Upon
any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is
a party, or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which
shall be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities,
shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent,
in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional
American Depositary Shares are delivered pursuant to the following sentence. In any such case the Depositary may deliver additional
American Depositary Shares as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged
for new Receipts specifically describing such new Deposited Securities.


 


SECTION
4.9         Reports.


 


The
Depositary shall make available for inspection by Owners at its Corporate Trust Office any notices, reports and other communications,
including any proxy solicitation material, received from the Company which are both (a) received by the Depositary as the holder
of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary
shall also, upon written request by the Company, send to the Owners copies of such communications when furnished by the Company
pursuant to Section 5.6. Any such notices, reports and other communications, including any such proxy soliciting material, furnished
to the Depositary by the Company shall be furnished in English, to the extent such materials are required to be translated into
English pursuant to any regulations of the Commission.


 


SECTION
4.10        Lists of Owners.


 


Promptly
upon request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of
the names, addresses and holdings of American Depositary Shares by all persons in whose names American Depositary Shares are registered
on the books of the Depositary.


 






    	- 22 -



    	 



    

 


SECTION
4.11        Withholding.


 


In
the event that the Depositary reasonably determines that any distribution in property (including Shares and rights to subscribe
therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may
by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in
such amounts and in such manner as the Depositary reasonably deems necessary and practicable to pay such taxes or charges and
the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled
thereto in proportion to the number of American Depositary Shares held by them respectively.


 


The
Depositary shall forward to the Company or its agent such information from its records as the Company may reasonably request to
enable the Company or its agent to file necessary reports with governmental agencies. The Owners shall indemnify the Depositary,
the Company, the Custodian and any of their respective directors, employees, agents and affiliates against, and hold each of them
harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising
out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.


 


The
Depositary shall, to the extent required by U.S. law, report to the Owners any taxes or governmental charges withheld from or
paid out of a distribution on Deposited Securities by it, the Custodian or, to the extent such information is received from the
Company, the Company.


 


ARTICLE
5.THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY


 


SECTION
5.1         Maintenance of Office and Transfer Books by the Depositary.


 


Until
termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan,
The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of American
Depositary Shares in accordance with the provisions of this Deposit Agreement.


 


The
Depositary shall keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of
American Depositary Shares which at all reasonable times shall be open for inspection by the Company and the Owners, provided
that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than
the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.


 






    	- 23 -



    	 



    

 


The
Depositary may close the transfer books, at any time or from time to time, when reasonably deemed expedient by it in connection
with the performance of its duties hereunder or at the reasonable written request of the Company.


 


The
Company shall have the right, upon reasonable request and provided the Depositary shall suffer no significant disruption of its
normal activities, at all reasonable times, to inspect the transfer and registration records of the Depositary relating to the
American Depositary Shares, to make copies thereof and to request the Depositary and the Registrar in writing to supply copies
of such portions of such records as the Company may reasonably request.


 


If
any American Depositary Shares are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar
or appoint a Registrar or one or more co-registrars for registry of such American Depositary Shares in accordance with any requirements
of such exchange or exchanges.


 


SECTION
5.2         Prevention or Delay in Performance by the Depositary or the Company.


 


Neither
the Depositary nor the Company nor any of their respective directors, officers, employees, agents, controlling persons or affiliates
shall incur any liability to any Owner or Holder (i) if by reason of any provision of any present or future law or regulation
of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the articles of association or similar document of the Company, or by reason of any provision
of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God
or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden
from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of
this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance
or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided
shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in
this Deposit Agreement, (iv) for the inability of any Owner or Holder to benefit from any distribution, offering, right or other
benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made
available to Owners or Holders, or (v) for any special, consequential or punitive damages for any breach of the terms of this
Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.1, 4.2 or 4.3, or an offering or distribution pursuant
to Section 4.4, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary
may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners,
then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse.


 






    	- 24 -



    	 



    

 


SECTION
5.3         Obligations of the Depositary, the Custodian and the Company.


 


Neither
the Company nor any of its directors, officers, employees, agents, controlling persons or affiliates, assumes any obligation nor
shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company
agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.


 


Neither
the Depositary nor any of its directors, officers, employees, agents, controlling persons or affiliates, assumes any obligation
nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without
limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to
perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.


 


Neither
the Depositary nor the Company nor any of their respective directors, officers, employees, agents, controlling persons or affiliates,
shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited
Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.


 


Neither
the Depositary nor the Company nor any of their respective directors, officers, employees, agents, controlling persons or affiliates,
shall be liable for any action or nonaction by it or them in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner or Holder, or any other person believed by it or them in good faith to be
competent to give such advice or information. The Depositary and the Company and their respective directors, officers, employees,
agents, controlling persons or affiliates may rely and shall be protected in acting upon any written notice, request, direction
or other documents believed by them to be genuine and to have been signed or presented by the proper party or parties.


 


Neither
the Depositary nor the Company shall be liable for any acts or omissions made by a successor depositary whether in connection
with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation
of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed
its obligations without negligence or bad faith while it acted as Depositary.


 


Neither
the Depositary nor the Company shall be liable for the acts or omissions of any securities depository, clearing agency or settlement
system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise, provided, that
any such acts or omissions are not the direct result of the negligence or bad faith of the Depositary.


 






    	- 25 -



    	 



    




 


The
Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or
for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in
good faith.


 


No
disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.


 


SECTION
5.4         Resignation and Removal of the Depositary.


 


The
Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter
provided.


 


The
Depositary may at any time be removed by the Company upon 90 days prior written notice of such removal, to become effective upon
the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.


 


In
case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use commercially reasonable efforts
to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City
of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment
of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor
all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in
the Deposited Securities to such successor and shall deliver to such successor a list of the Owners of all outstanding American
Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners.


 


Any
corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the
execution or filing of any document or any further act.


 






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SECTION
5.5         The Custodians.


 


The
Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely
to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary
at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no
Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians,
each of which shall thereafter be a Custodian hereunder. The Depositary in its discretion may appoint a substitute or additional
custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any
Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute
or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith
upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary shall
notify the Company in writing of the appointment of a substitute or additional Custodian as promptly as practicable and, if practicable,
prior to the effectiveness of such appointment.


 


Upon
the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any
further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall
in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on
the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such
Custodian full and complete power and authority as agent hereunder of such successor depositary.


 


SECTION
5.6         Notices and Reports.


 


On
or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or
other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash
or other distributions or the offering of any rights, the Company agrees to transmit to the Depositary and the Custodian a copy
of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities.


 


The
Company will arrange for the translation into English, if not already in English, to the extent required pursuant to any regulations
of the Commission, and the prompt transmittal by the Company to the Depositary and the Custodian of such notices and any other
reports and communications which are made generally available by the Company to holders of its Shares. If requested in writing
by the Company, the Depositary will arrange for the mailing, at the Company’s expense, of copies of such notices, reports
and communications to all Owners. The Company will timely provide the Depositary with the quantity of such notices, reports, and
communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings.


 






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SECTION
5.7         Distribution of Additional Shares, Rights, etc.


 


If
the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights
to subscribe for Shares, (3) securities convertible into, or exchangeable for, Shares, or (4) rights to subscribe for such securities
(each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable
and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish
to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating
whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act
of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration
under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is
a registration statement under the Securities Act of 1933 in effect that will cover that Distribution.


 


The
Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control
with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company
or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the
Company delivers to the Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to the effect
that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration
under the Securities Act of 1933.


 


Nothing
in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement under the Securities
Act of 1933 with respect to any Distribution or any other proposed transaction. To the extent the Company in its sole discretion
deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it
may prevent Owners in the United States from purchasing securities (whether pursuant to preemptive rights or otherwise) and may
instruct the Depositary not to accept certain Shares reasonably identified in such instruction for deposit for such period of
time following the issuance of such additional securities or to adopt such other specific measures as the Company may reasonably
request.


 






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SECTION
5.8         Indemnification.


 


The
Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold
each of them harmless from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking,
enforcing or collecting such indemnity and the fees and expenses of counsel) which may arise out of or in connection with (a)
any registration with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the
United States, except to the extent the liability or expense arises out of information relating to the Depositary or the Custodian
furnished in writing to the Company by the Depositary expressly for use in any registration statement, proxy statement, prospectus
or offering memorandum (or private placement memorandum) or preliminary prospectus (or preliminary private placement memorandum)
relating to the Shares (it being understood that, as of the date of this Deposit Agreement, the Depositary has not furnished any
information of that kind) and not materially changed by the Company, or omissions from that information, or (b) acts performed
or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and of the American Depositary Shares,
as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective
directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of
either of them, or (ii) by the Company or any of its directors, employees, agents and affiliates.


 


The
indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely and exclusively
out of a Pre-Release (as defined in Section 2.9) of American Depositary Shares in accordance with Section 2.9 and which would
not otherwise have arisen had such American Depositary Shares not been the subject of a Pre-Release pursuant to Section 2.9; provided,
however, that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent
such liability or expense would have arisen had such American Depositary Shares not been the subject of a Pre-Release, or (ii)
which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement,
proxy statement, prospectus (or private placement memorandum), or preliminary prospectus (or preliminary private placement memorandum)
relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of
(i) information relating to the Depositary or the Custodian (other than the Company), as applicable, furnished in writing by the
Depositary expressly for use in any of the foregoing documents and not materially changed or altered by the Company or, (ii) if
such information is provided, the failure to state a material fact necessary to make the information provided not misleading.


 


The
Depositary agrees to indemnify the Company, its directors, officers, employees, agents and affiliates and hold them harmless from
any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting such
indemnity and the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary
or its Custodian or their respective directors, officers, employees, agents and affiliates due to their negligence or bad faith.


 






    	- 29 -



    	 



    

 


If
an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “Proceeding”)
in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking
indemnification (the “Indemnitee”) shall promptly (and in no event more than ten (10) days after receipt of notice
of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnitor”) of such Proceeding.
The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee’s ability to seek indemnification
from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects
the Indemnitor’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee,
the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no
conflict of interest exists as specified in subparagraph (b) below or there are no other defenses available to Indemnitee as specified
in subparagraph (d) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case
all attorney’s fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee).
The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay
such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that there is a conflict of interest
between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) the Indemnitor fails, within ten (10)
days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such
Proceeding with counsel reasonably satisfactory to the Indemnitee or (d) there are legal defenses available to Indemnitee that
are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may
be effected by either party without the other party’s consent unless (i) there is no finding or admission of any violation
of law and no effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary
damages that are paid in full by the party seeking the settlement and for which the Indemnitee will not seek reimbursement of
such amount from the Indemnitor. Neither party shall have any liability with respect to any compromise or settlement effected
without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless
the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against
the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such proceeding.


 


SECTION
5.9         Charges of Depositary.


 


The
Company agrees to pay the fees and out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with
agreements in writing entered into between the Depositary and the Company from time to time. Except to the extent that if the
Company shall be a depositor or Owner, the Company shall not be liable for the payment of any of the charges of the Depositary
set forth in the following paragraph.


 






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The
following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary
Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend
or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities
or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally
on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile
transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary
in the conversion of foreign currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or
portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American
Depositary Shares pursuant to Section 2.5 or 6.2, (6) a fee of $.05 or less per American Depositary Share (or portion thereof)
for any cash distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof,
(7) a fee for the distribution of securities pursuant to Section 4.2, such fee being in an amount equal to the fee for the execution
and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such
securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead
distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American
Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below,
and (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of
the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed
against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion
of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other
cash distributions).


 


The
Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those
fees.


 


The
Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in
American Depositary Shares.


 






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SECTION
5.10        Retention of Depositary Documents.


 


The
Depositary is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement
at the times permitted by the laws or regulations governing the Depositary unless the Company requests that such papers be retained
for a longer period or turned over to the Company or to a successor depositary.


 


SECTION
5.11        Exclusivity.


 


Subject
to Section 5.4, the Company agrees not to appoint any other depositary for issuance of American or global depositary shares or
receipts so long as The Bank of New York Mellon is acting as Depositary hereunder.


 


SECTION
5.12        List of Restricted Securities Owners.


 


From
time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those
persons or entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The
Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for
deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in
reliance thereon.


 


ARTICLE
6.AMENDMENT AND TERMINATION


 


SECTION
6.1         Amendment.


 


The
form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by written
agreement between the Company and the Depositary without the consent of Owners or Holders in any respect which they may deem necessary
or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise
prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary
Shares until the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding American
Depositary Shares. The parties agree that any amendments which (i) are reasonably necessary (as agreed by the Company and the
Depositary) in order for the American Depositary Shares to be registered on Form F-6 under the Securities Act of 1933 and (ii)
do not impose or increase any applicable fees or charges to be borne by the Owners, shall be deemed not to prejudice any substantial
rights of Owners. Every Owner and Holder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold
American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by this Deposit Agreement
as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and
receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable
law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an
amendment of this Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend this Deposit Agreement
at any time in accordance with such changed laws, rules and regulations. Such amendment to this Deposit Agreement in such circumstances
may become effective before a notice of such amendment or supplement is given to Owners or within any other period of time as
required for compliance with such laws, rules or regulations.


 






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SECTION
6.2         Termination.


 


The
Company may, in its sole discretion, at any time terminate this Deposit Agreement by instructing the Depositary to mail a notice
of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date
included in such notice. The Depositary may likewise terminate this Deposit Agreement if at any time 60 days shall have expired
after the Depositary delivered to the Company a written resignation notice and if a successor depositary shall not have been appointed
and accepted its appointment as provided in Section 5.4; in such case the Depositary shall mail a notice of termination to the
Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date. On and after the date
of termination, the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment
of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.5, and (c) payment of any
applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities
represented by those American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of
termination, the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend
the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under
this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited
Securities, shall sell rights and other property as provided in this Deposit Agreement, and shall continue to deliver Deposited
Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale
of any rights or other property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary
for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares
in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges).


 






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At
any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then
held under this Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other
cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American
Depositary Shares that have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary
with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under this
Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary
for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares
in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges. Upon
the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except
for its obligations to the Depositary under Sections 5.8 and 5.9.


 


ARTICLE
7.MISCELLANEOUS


 


SECTION
7.1         Counterparts; Signatures


 


This
Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts
shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians
and shall be open to inspection by any Owner or Holder during business hours.


 


Any
manual signature on this Deposit Agreement that is faxed, scanned or photocopied, and any electronic signature valid under the
Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, et. seq., shall for all purposes have
the same validity, legal effect and admissibility in evidence as an original manual signature, and the parties hereby waive any
objection to the contrary.


 


SECTION
7.2         No Third Party Beneficiaries.


 


This
Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right,
remedy or claim whatsoever to any other person.


 


SECTION
7.3         Severability.


 


In
case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein
shall in no way be affected, prejudiced or disturbed thereby.


 






    	- 34 -



    	 



    

 


SECTION
7.4         Owners and Holders as Parties; Binding Effect.


 


The
Owners and Holders from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions
hereof and of the Receipts by acceptance of American Depositary Shares or any interest therein.


 


SECTION
7.5         Notices.


 


Any
and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to BiondVax Pharmaceuticals Ltd., Weizmann Science Park,
14 Einstein Street (4th Floor), PO Box 4143, Ness-Ziona 74140, Israel, Attention: Dr. Ron Babecoff, DVM , or any other place to
which the Company may have transferred its principal office with notice to the Depositary.


 


Any
and all notices to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or
sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York Mellon, 101 Barclay
Street, New York, New York 10286, Attention: American Depositary Receipt Administration, or any other place to which
the Depositary may have transferred its Corporate Trust Office with notice to the Company.


 


Any
and all notices to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable,
telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the
transfer books for American Depositary Shares of the Depositary, or, if such Owner shall have filed with the Depositary a written
request that notices intended for such Owner be mailed to some other address, at the address designated in such request.


 


Delivery
of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage
prepaid, in a post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission
received by it, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter
as aforesaid.


 






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SECTION
7.6         Submission to Jurisdiction; Appointment of Agent for Service of Process; Jury Trial Waiver.


 


The
Company hereby (i) irrevocably designates and appoints Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware,
as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the
Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, (ii) consents and submits
to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted,
and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit
Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all
action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and
appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit
Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect,
the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified
or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and
service so made shall be deemed completed five (5) days after the same shall have been so mailed.


 


EACH
PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY
AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN
DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF
OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).


 


SECTION
7.7         Waiver of Immunities.


 


To
the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have
attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding,
from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service
of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment,
or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction
in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising
out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement,
the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or
claim, any such immunity and consents to such relief and enforcement.


 


SECTION
7.8         Governing Law.


 


This
Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof
shall be governed by the laws of the State of New York, except with respect to its authorization and execution by the Company,
which shall be governed by the laws of the State of Israel. Notwithstanding the above, the laws of the State of Israel shall govern
the rights and duties of the holders of Shares as such, as against the Company.


 






    	- 36 -



    	 



    







 


IN
WITNESS WHEREOF, BIONDVAX PHARMACEUTICALS LTD. and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of
the day and year first set forth above and all Owners and Holders shall become parties hereto upon acceptance by them of American
Depositary Shares or any interest therein.


 





	 	BIONDVAX
    PHARMACEUTICALS LTD.
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	THE
    BANK OF NEW YORK MELLON, as Depositary
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:




  






    	- 37 -



    	 



    







 


EXHIBIT
A





 


	 	AMERICAN
DEPOSITARY SHARES


(Each
American Depositary Share represents

 forty (40) deposited Shares)












 


THE
BANK OF NEW YORK MELLON 


AMERICAN
DEPOSITARY RECEIPT 


FOR
ORDINARY SHARES, OF 


BIONDVAX
PHARMACEUTICALS LTD. 


(INCORPORATED
UNDER THE LAWS OF ISRAEL)


 


The
Bank of New York Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies that___________ ____________________________________________,
or registered assigns IS THE OWNER OF _____________________________


 


AMERICAN
DEPOSITARY SHARES


 


representing
deposited ordinary shares (herein called “Shares”) of BiondVax Pharmaceuticals Ltd., incorporated under the laws of
the State of Israel (herein called the “Company”). At the date hereof, each American Depositary Share represents forty
(40) Shares deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the principal
Tel Aviv office of either of Bank Leumi or Bank Hapoalim (herein called the “Custodian”). The Depositary's Corporate
Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101
Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.


 


THE
DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS 


101
BARCLAY STREET, NEW YORK, N.Y. 10286


 






    	 



    	 



    

 





	1.	THE
                                         DEPOSIT AGREEMENT.



 


This
American Depositary Receipt is one of an issue (herein called "Receipts"), all issued and to be issued upon the terms
and conditions set forth in the deposit agreement, dated as of _______________, 2015 (herein called the "Deposit Agreement"),
by and among the Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder,
each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions
thereof. The Deposit Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary in respect
of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of
such Shares and held thereunder (such Shares, securities, property, and cash are herein called "Deposited Securities").
Copies of the Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York City and at the office of the
Custodian.


 


The
statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified
by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined
in the Deposit Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.


 


	2.	SURRENDER
                                         OF RECEIPTS AND WITHDRAWAL OF SHARES.



 


Upon
surrender at the Corporate Trust Office of the Depositary of American Depositary Shares for the purpose of withdrawal of the Deposited
Securities represented thereby, and upon payment of the fee of the Depositary for the surrender of American Depositary Shares
as provided in this Receipt and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal
of the Deposited Securities, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary
Shares is entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those
American Depositary Shares. Delivery of such Deposited Securities may be made by the delivery of (a) certificates or account transfer
in the name of the Owner hereof or as ordered by him, with proper endorsement or accompanied by proper instruments or instructions
of transfer and (b) any other securities, property and cash to which such Owner is then entitled in respect of this Receipt. Such
delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office
of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at
the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.


 






    	 



    	 



    

 


	3.	TRANSFERS,
                                         SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.



 


Transfers
of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized
attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments
of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions
through DRS and Profile as provided in Section 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary
Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with
such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts,
or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares
as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose
of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send
the Owner a statement confirming that the Owner is the Owner of the same number of uncertificated American Depositary Shares.
The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile
as provided in Section 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose
of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver
to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration
of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited
Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of the Shares or the presenter
of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt
of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect
thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable
fees as provided in the Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness
of any signature and may also require compliance with any applicable laws or regulations or any regulations the Depositary may
establish consistent with the provisions of the Deposit Agreement.


 






    	A-2



    	 



    




 


The
delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended,
or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding
American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed,
or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because
of any requirement of law or of any government or governmental body or commission, or if any stock exchange where the Shares are
listed suspends the trading of Shares for any reason, or under any provision of the Deposit Agreement, or for any other reason,
subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this
Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject
only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if
applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations
relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation of the foregoing,
the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares (A) which would be required to be
registered under the provisions of the Securities Act of 1933 for public offer and sale in the United States, unless a registration
statement is in effect as to such Shares for such offer and Sale (B) for which the Depositary has received written instructions
with respect thereto from the Company that the deposit of such Shares would violate applicable law or regulation.


 


	4.	LIABILITY
                                         OF OWNER FOR TAXES.



 


If
any tax or other governmental charge shall become payable with respect to any American Depositary Shares or any Deposited Securities
represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary.
The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities
represented by those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions,
or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary
Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental
charge and the Owner shall remain liable for any deficiency. Every Owner agrees to indemnify the Depositary, the Company, the
Custodian, and any of their agents, officers, employees and affiliates for, and to hold each of them harmless from, any claims
with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Owner.


 


	5.	WARRANTIES
                                         ON DEPOSIT OF SHARES.



 


Every
person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each
certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders
of outstanding Shares and that the person making such deposit is duly authorized so to do and the Shares presented for deposit
are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and the Shares presented for
deposit have not been stripped of any rights or entitlements. Every such person shall also be deemed to represent that the deposit
of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under the
Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary
Shares and the withdrawal of Deposited Securities and cancellation of the American Depositary Shares. No Shares delivered to the
Custodian for deposit bearing a restrictive legend shall be accepted for deposit without obtaining the Company's written consent.


 






    	A-3



    	 



    

 


	6.	FILING
                                         PROOFS, CERTIFICATES, AND OTHER INFORMATION.



 


Any
person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the
Custodian such proof of citizenship or residence, taxpayer status, exchange control approval, or such information relating to
the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make
such representations and warranties, as the Depositary may reasonably deem necessary or proper or as the Company may reasonably
request. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares or the distribution
of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until
such proof or other information is filed or such certificates are executed or such representations and warranties made. Upon the
written request of the Company, the Depositary shall, as promptly as practicable, provide to the Company copies or originals,
if necessary and appropriate, of any proofs of citizenship or residence, taxpayer status, exchange control approval, information,
certificate or other representations and warranties that the Depositary receives under this Section 3.1 from the Owner or Holder
or any person presenting Shares for deposit, to the extent that disclosure is permitted under applicable law. Each Owner and Holder
agrees to provide any information requested by the Company or the Depositary pursuant to this Section 3.1. Neither the Company
nor the Depositary is responsible for monitoring the Owners’ or the Holders’ compliance with applicable laws and regulations
or their legal right to acquire Shares or American Depositary Shares. No Share shall be accepted for deposit unless accompanied
by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable
jurisdiction that is then performing the function of the regulation of currency exchange or other function that requires approval
for the deposit of Shares.


 






    	A-4



    	 



    

 


	7.	CHARGES
                                         OF DEPOSITARY.



 


The
following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary
Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend
or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities
or a delivery of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1)
taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of
transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares
to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals
under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided
in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to
Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the
delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American
Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.05 or less per American Depositary Share
(or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections
4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit
Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred
to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all
such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition
to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary
services, which will be payable as provided in clause 9 below, and (9) any other charges payable by the Depositary, any of the
Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares
or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in
accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing
such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).


 


The
Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those
fees.


 


The
Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in
American Depositary Shares.


 


From
time to time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from
Holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment
and maintenance of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary
may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees and
commissions.


 






    	A-5



    	 



    

 


	8.	PRE-RELEASE
                                         OF RECEIPTS.



 


Notwithstanding
Section 2.3 of the Deposit Agreement, unless requested by the Company in writing to cease doing so, the Depositary may deliver
American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a “Pre-Release”).
The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary
Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary
knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu
of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from
the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially
owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and
interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the
benefit of the Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case
may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing
of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times
fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary
on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary
deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result
of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however,
that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate.


 


The
Depositary may retain for its own account any compensation received by it in connection with the foregoing.


 


	9.	TITLE
                                         TO RECEIPTS.



 


It
is a condition of this Receipt and every successive Owner and Holder of this Receipt by accepting or holding the same consents
and agrees that when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated
registered securities under the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as
uncertificated registered securities under the laws of New York. The Depositary, notwithstanding any notice to the contrary, may
treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled
to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes,
and neither the Depositary nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement
to any Holder of American Depositary Shares unless that Holder is the Owner of those American Depositary Shares.


 






    	A-6



    	 



    

 


	10.	VALIDITY
                                         OF RECEIPT.



 


This
Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this
Receipt shall have been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary
or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature
of a duly authorized signatory of the Depositary or a Registrar.


 


	11.	REPORTS;
                                         INSPECTION OF TRANSFER BOOKS.



 


The
Company represents that as of the date of this Deposit Agreement, the statements in Article 11 of the Receipt with respect to
the Company’s obligation to file periodic reports under the United States Securities Exchange Act of 1934, as amended, are
true and correct. The Company agrees to promptly notify the Depositary upon becoming aware of any change in the truth of any of
those statements.


 


The
Depositary will make available for inspection by Owners at its Corporate Trust Office any reports, notices and other communications,
including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder
of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company.
The Depositary will also, upon written request by the Company, send to Owners copies of such communications when furnished by
the Company pursuant to the Deposit Agreement. Any such notices, reports and other communications, including any such proxy soliciting
material, furnished to the Depositary by the Company shall be furnished in English to the extent such materials are required to
be translated into English pursuant to any regulations of the Commission.


 


The
Depositary will keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of
American Depositary Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection
shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the
Company or a matter related to the Deposit Agreement or the American Depositary Shares.


 


	12.	DIVIDENDS
                                         AND DISTRIBUTIONS.



 


Whenever
the Depositary receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at the
time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable
basis into United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend
or distribution into dollars and will distribute the amount thus received (net of the fees and expenses of the Depositary as provided
in Article 7 hereof and Section 5.9 of the Deposit Agreement) to the Owners entitled thereto, as of the record date
fixed pursuant to Section 4.6 of the Deposit Agreement, in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them respectively; provided, however, that in the event that the Custodian or
the Depositary is required to withhold and does withhold from any such cash dividend or such other cash distribution an amount
on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing
such Deposited Securities shall be reduced accordingly.


 






    	A-7



    	 



    

 


The
Depositary shall distribute only such amount, however, as can be distributed without attributing to any Owner a fraction of one
cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to the Owners entitled thereto.
The Company or its agent will remit to the appropriate governmental agency in each applicable jurisdiction all amounts withheld
and owing to such agency. The Depositary will forward to the Company or its agent such information from its records as the Company
may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies.


 


Subject
to the provisions of Section 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other
than a distribution described in Section 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary will, after consulting
with the Company, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction
or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number
of American Depositary Shares representing such Deposited Securities held by them respectively in any manner that the Depositary
may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion
of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any
other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account
of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to
be distributed to Owners or Holders) the Depositary deems such distribution not to be feasible, the Depositary, after consultation
with the Company to the extent practicable, may adopt such method as it may deem equitable and practicable for the purpose of
effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received,
or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Article 7
hereof and Section 5.9 of the Deposit Agreement) will be distributed by the Depositary to the Owners of Receipts entitled
thereto all in the manner and subject to the conditions described in Section 4.1 of the Deposit Agreement; provided, further,
that no distribution to the Owners pursuant to Section 4.2 of the Deposit Agreement shall be unreasonably delayed by any action
of the Depositary. To the extent such securities or property or the net proceeds thereof are not distributed to the Owners as
provided in Section 4.2 of the Deposit Agreement, the same shall constitute Deposited Securities and each American Depositary
Share shall thereafter also represent its proportionate interest in such securities, property or net proceeds. The Depositary
may withhold any distribution of securities under Section 4.2 of the Deposit Agreement if it has not received reasonably satisfactory
assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary
may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Article
that is sufficient to pay its fees and expenses in respect of that distribution.


 






    	A-8



    	 



    

 


If
any distribution consists of a dividend in, or free distribution of, Shares, the Depositary may, and subject to the terms of the
following sentence, the Depositary shall if so requested by the Company in writing, as promptly as practicable, deliver to the
Owners entitled thereto, an aggregate number of American Depositary Shares representing the amount of Shares received as such
dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares
and after deduction or upon issuance of American Depositary Shares, including the withholding of any tax or other governmental
charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided
in Article 7 hereof and Section 5.9 of the Deposit Agreement (and the Depositary may sell, by public or private sale, an amount
of Shares received sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional
American Depositary Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate of such
fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1of the Deposit
Agreement. If additional American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also
represent the additional Shares distributed upon the Deposited Securities represented thereby.


 


In
the event that the Depositary reasonably determines that any distribution in property (including Shares and rights to subscribe
therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may
by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in
such amounts and in such manner as the Depositary reasonably deems necessary and practicable to pay any such taxes or charges,
and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners of
Receipts entitled thereto in proportion to the number of American Depositary Shares held by them respectively.


 


Every
Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and affiliates
for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon)
arising from any tax benefit obtained for such owner.


 






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	13.	RIGHTS.



 


In
the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe
for additional Shares or any rights of any other nature, the Depositary shall, after consultation with the Company, have discretion
as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any
Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason,
the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available
to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary
determines in its discretion that it is lawful and feasible to make such rights available to all or certain Owners but not to
other Owners, the Depositary, after consultation with the Company, may distribute to any Owner to whom it determines the distribution
to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments
therefor in such form as it deems appropriate.


 


In
circumstances in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments
in order to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary
will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has
elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company
has determined in its sole discretion are reasonably required under applicable law.


 


If
the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such
an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment
by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received
upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth
in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares,
and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such
Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of the Deposit Agreement, and
shall, pursuant to Section 2.3 of the Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution
pursuant to the second paragraph of this Article 13, such deposit shall be made, and depositary shares shall be delivered, under
depositary arrangements which provide for issuance of depositary shares subject to the appropriate restrictions on sale, deposit,
cancellation, and transfer under applicable United States laws.


 






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If
the Depositary determines in its discretion that it is not lawful and feasible to make such rights available to all or certain
Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by
the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds
of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes
and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement)
for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical
basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American
Depositary Shares or otherwise.


 


The
Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt
from registration under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions
of such Act; provided, that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a
registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement
declared effective. If an Owner requests the distribution of warrants or other instruments, notwithstanding that there has been
no such registration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it has received
an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution
to such Owner is exempt from such registration; provided, however, that the Company shall have no obligation to
cause its counsel to issue such opinion at the request of such Owner.


 


Neither
the Depositary nor the Company shall be responsible for any failure to determine that it may be lawful or feasible to make such
rights available to Owners in general or any Owner in particular.


 


	14.	CONVERSION
                                         OF FOREIGN CURRENCY.



 


Whenever
the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds
from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can
in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted by sale or in any other manner that it may reasonably determine,
such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary
shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders
of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or
other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery
of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary
as provided in Section 5.9 of the Deposit Agreement.


 






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If
such conversion or distribution can be effected only with the approval or license of, or requires filing with any government or
agency thereof, the Depositary shall file such application for approval or license, or make such filing, if any, as it may deem
desirable. The Company shall have no obligation to make any such filings.


 


If
at any time the Depositary shall determine in its reasonable judgment that any foreign currency received by the Depositary or
the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license
of any government or agency thereof which is required for such conversion is denied or in the reasonable opinion of the Depositary
is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary,
the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency)
received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest
thereon for the respective accounts of, the Owners entitled to receive the same.


 


If
any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled
thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the
Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance
uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.


 


	15.	RECORD
                                         DATES.



 


Whenever
any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever
rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting
of holders of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of
Shares that are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient,
the Depositary shall fix a record date which shall be the same as, or as near as practicable to, any corresponding record date
fixed by the Company with respect to the Deposited Securities (a) for the determination of the Owners who shall be (i) entitled
to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for
the exercise of voting rights at any such meeting or (iii) responsible for any fee assessed by the Depositary pursuant to the
Deposit Agreement, or (b) on or after which each American Depositary Share will represent the changed number of Shares, subject
to the provisions of the Deposit Agreement.


 






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	16.	VOTING
                                         OF DEPOSITED SECURITIES.



 


Upon
receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited
Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners
a notice, the form of which notice shall be approved by the Company in advance, such approval not to be unreasonably withheld,
which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice
of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified
record date will be entitled, subject to any applicable provision of Israeli law and of the articles of association or similar
documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount
of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the
manner in which such instructions may be given, including an express indication that such instructions may be given or deemed
given in accordance with the last sentence of this paragraph if no instruction is received, to the Depositary to give a discretionary
proxy to a person designated by the Company. Upon the written request of an Owner of American Depositary Shares on such record
date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, in so far
as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American
Depositary Shares in accordance with the instructions set forth in such request.


 


Neither
the Depositary nor the Custodian shall under any circumstances exercise any voting discretion over any Deposited Securities, and
neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote that attaches to the Deposited Securities
except in accordance with the voting instructions given from the Owners or deemed given from the Owner or as provided in the following
sentence. If (i) the Company requested the Depositary to act under Section 4.7 of the Deposit Agreement and complied with the
second following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to a matter and
an amount of American Depositary Shares of that Owner on or before the date established by the Depositary for such purpose, the
Depositary shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the
Company with respect to that matter and the amount of Deposited Securities represented by that amount of American Depositary Shares
and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities
as to that matter, except that no such instruction shall be deemed given and no such discretionary proxy shall be given
with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information
as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition
exists or (z) such matter materially and adversely affects the rights of holders of Shares.


 


There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph
sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance
with the provisions set forth in the preceding paragraph.


 






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In
order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited
Securities, if the Company will request the Depositary to act under Section 4.7 of the Deposit Agreement, the Company shall give
the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the
meeting date.


 


	17.	CHANGES
                                         AFFECTING DEPOSITED SECURITIES.



 


Upon
any change in nominal value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it
is a party, or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property
which shall be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited
Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth
represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless
additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may deliver additional American
Depositary Shares as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for
new Receipts specifically describing such new Deposited Securities.


 






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	18.	LIABILITY
                                         OF THE COMPANY AND DEPOSITARY.



 


Neither
the Depositary nor the Company nor any of their respective directors, officers, employees, agents, controlling persons or affiliates
shall incur any liability to any Owner or Holder, (i) if by reason of any provision of any present or future law or regulation
of the United States or any other country, or of any governmental or regulatory authority, or by reason of any provision, present
or future, of the articles of association or any similar document of the Company, or by reason of any provision of any securities
issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism
or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from or be subject
to any civil or criminal penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement
or Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid,
in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed,
(iii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, (iv) for the
inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit which is made available to
holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Owners or Holders, or
(v) for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement. Where, by the terms
of a distribution pursuant to Section 4.1, 4.2 or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to
Section 4.4 of the Deposit Agreement, such distribution or offering may not be made available to Owners of Receipts, and
the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to
such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse.
Neither the Company nor the Depositary nor any of their respective directors, officers, employees, agents, controlling persons
or affiliates assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owner or Holder, except
that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith.
Neither the Depositary nor any of its directors, officers, employees, agents, controlling persons or affiliates shall be subject
to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company nor
any of their respective directors, officers, employees, agents, controlling persons or affiliates shall be under any obligation
to appear in, prosecute or defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect of
the American Depositary Shares, on behalf of any Owner or Holder or other person. Neither the Depositary nor the Company nor any
of their respective directors, officers, employees, agents, controlling persons or affiliates shall be liable for any action or
nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for
deposit, any Owner or Holder, or any other person believed by it in good faith to be competent to give such advice or information.
The Depositary and the Company and their respective directors, officers, employees, agents, controlling persons or affiliates
may relay and shall be protected in acting upon any written notice, request, direction or other documents believed by them to
be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Company shall be
liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary
or in connection with a matter arising wholly after the removal or resignation of the Depositary, provided that in connection
with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad
faith while it acted as Depositary. Neither the Depositary nor the Company shall be liable for the acts or omissions of any securities
depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities
or otherwise, provided, that any such acts or omissions are not the direct result of the negligence or bad faith of the
Depositary.


 






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The
Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for
the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good
faith.


 


No
disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.


 


	19.	RESIGNATION
                                         AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.



 


The
Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered
to the Company, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance
of such appointment as provided in the Deposit Agreement or (ii) termination by the Depositary pursuant to Section 6.2 of the
Deposit Agreement. The Depositary may at any time be removed by the Company upon 90 days prior written notice of such removal,
to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment
of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary in its discretion
may appoint a substitute or additional custodian or custodians.


 


	20.	AMENDMENT.



 


The
form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by written agreement
between the Company and the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or
desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise
prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary
Shares until the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding American
Depositary Shares. The parties agree that any amendments which (i) are reasonably necessary (as agreed by the Company and the
Depositary) in order for the American Depositary Shares to be registered on Form F-6 under the Securities Act of 1933 and (ii)
do not impose or increase any applicable fees or charges to be borne by the Owners, shall be deemed not to prejudice any substantial
rights of Owners. Every Owner and Holder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold
American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by the Deposit Agreement
as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and
receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable
law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require an
amendment of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend the Deposit Agreement
at any time in accordance with such changed laws, rules and regulations. Such amendment to the Deposit Agreement in such circumstances
may become effective before a notice of such amendment or supplement is given to Owners or within any other period of time as
required for compliance with such laws, rules or regulations.


 






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	21.	TERMINATION
                                         OF DEPOSIT AGREEMENT.



 


The
Company may, in its sole discretion, terminate the Deposit Agreement by instructing the Depositary to mail notice of termination
to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date included in such
notice. The Depositary may likewise terminate the Deposit Agreement, if at any time 60 days shall have expired after the Depositary
delivered to the Company a written resignation notice and if a successor depositary shall not have been appointed and accepted
its appointment as provided in the Deposit Agreement; in such case the Depositary shall mail a notice of termination to the Owners
of all American Depositary Shares then outstanding at least 30 days prior to the termination date. On and after the date of termination,
the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment of the fee of
the Depositary for the surrender of American Depositary Shares referred to in Section 2.5, and (c) payment of any applicable taxes
or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented
by those American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of termination,
the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution
of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement,
except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall
sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together
with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other
property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary for the surrender
of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with
the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration
of four months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement
and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder,
unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that have
not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net
proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except
to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of
American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the
terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the
Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations
to the Depositary with respect to indemnification, charges, and expenses.





 



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	22.	DTC
                                         DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.



 


(a)
Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that the Direct Registration System
(“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary
Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register
the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by
the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to
act on behalf of an Owner, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee
and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of
prior authorization from the Owner to register such transfer.


 


(b)
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that
the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf
of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on
behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions
of Sections 5.3 and 5.8 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree
that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System
and in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.


 


	23.	SUBMISSION
                                         TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.



 


In
the Deposit Agreement, the Company has (i) appointed Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware,
as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the
Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to
the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted,
and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding.


 






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EACH
PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY
AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN
DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF
OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).


 


To
the extent that the Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed
to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the
giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or
proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at
any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to
the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such
immunity and consents to such relief and enforcement.


 


	24.	DISCLOSURE
                                         OF BENEFICIAL OWNERSHIP.



 


The
Company may from time to time request that any Holder or Owner (or former Holder or Owner) of American Depositary Shares provide
information as to the capacity in which it holds or held American Depositary Shares or such beneficial interest and regarding
the identity of any other persons then or previously having a beneficial interest in such American Depositary Shares, and the
nature of such interest and various other matters. Each such Holder or Owner agrees to provide such information reasonably requested
by the Company pursuant to this Section. The Depositary agrees to comply with reasonable written instructions received from time
to time from the Company requesting that the Depositary forward any such requests to the Holders or Owners and to forward to the
Company any responses to such requests received by the Depositary.


 


Each
Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the
notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents,
to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required
to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification
described below.


 


Each
Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which
may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including
persons who hold such an interest through the holding of Receipts) give written notice of their interest and any subsequent changes
in their interest to the Company.


 


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