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Exhibit 1.2

# THE ISRAELI COMPANIES
LAW

A COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Elbit Imaging Ltd.

# GENERAL PROVISIONS

|1. | Definitions
|-- | -----------

| | a) | In
these Articles the following terms shall bear the meaning ascribed to them
          below:
| | -- | ----------------------------------------------------------------------------------------------

| | Alternate
Director is defined in Article 41.
| | ----------------------------------------------

| | Annual
General Meeting shall have the meaning assigned to such term in the Companies
Law.
| | -------------------------------------------------------------------------------------------

| | The
Articles shall mean these Articles of Association of the Company, as
amended from time to time.
| | -----------------------------------------------------------------------------------------------------

| | Audit
Committee shall mean the Audit Committee of the Board of Directors.
| | ---------------------------------------------------------------------------

| | Board
of Directors shall mean Board of Directors of the Company.
| | ------------------------------------------------------------------

| | The
Company shall mean Elbit Imaging Ltd.
| | -------------------------------------------

| | The
Companies Law shall mean the Israeli Companies Law, 1999, as
amended from time to time.
| | ---------------------------------------------------------------------------------------------

| | A
Director shall mean a member of the Board of Directors.
| | -----------------------------------------------------------

| | External
Director shall have the meaning assigned to such term in the Companies Law.
| | --------------------------------------------------------------------------------------

| | Extraordinary
General Meeting shall mean any General Meeting other than the Annual General
Meeting.
| | -----------------------------------------------------------------------------------------------------



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| | General
Counsel shall mean the General Counsel of the Company.
| | ----------------------------------------------------------------

| | General
Manager(s) is defined in Article 46.
| | ----------------------------------------------

| | General
Meeting shall mean a general meeting of the shareholders of the Company, which
may be an Annual General Meeting or an Extraordinary General Meeting.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Memorandum shall mean the Memorandum of Association of the Company, as
amended from time to time.
| | -------------------------------------------------------------------------------------------------------

| | NIS shall
mean New Israeli Shekel.
| | ------------------------------------

| | Office means
the registered office of the Company.
| | ----------------------------------------------------

| | Ordinary
Majority shall mean a simple majority of the votes cast by shareholders at a
General Meeting in person or by means of a proxy.
| | -----------------------------------------------------------------------------------------------------------------------------------------

| | Ordinary Shares shall
mean the ordinary shares of the Company, par value NIS 1.00 per share.
| | ----------------------------------------------------------------------------------------------

| | Person shall
mean any individual or firm, corporation, partnership, association, trust or other
entity.
| | ---------------------------------------------------------------------------------------------------------

| | Register
of Shareholders shall mean a register of the shareholders of the Company.
| | ------------------------------------------------------------------------------------

| | The
Secretary shall mean the corporate secretary of the Company.
| | ------------------------------------------------------------------

| | Shareholders
Resolution shall mean a resolution adopted by votes of shareholders of the
Company at a General Meeting.
| | -----------------------------------------------------------------------------------------------------------------------

| | b) | The
captions in these Articles are for convenience only and shall not be deemed
                    a part hereof or affect the construction of any provision hereof.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | Unless
the subject or the context otherwise requires, words and expressions not
                    defined herein shall have the respective meanings set forth in the
Companies Law                     in force on the date when these Articles or any
amendment thereto, as the case                     may be, first became effective; words
and expressions importing the singular                     shall include the plural and
vice versa; and words and expressions importing the                     masculine gender
shall include the feminine gender.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Object
and Purpose of the Company
|-- | ---------------------------------

(a)       
          The object and purpose of the Company shall be as set forth in the
          Companys Memorandum, as the same shall be amended from time to time in
          accordance with applicable law.

(b)       
          In accordance with Section 11(a) of the Companies Law, the Company may donate
          reasonable amounts to any cause it deems worthy. The Board of Directors or an
          authorized Committee of the Board of Directors may from time to time determine
          the policy and amounts within which such donations may be made by the Company,
          and the Person or Persons authorized to approve any such specific donation.

- 2 -

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|3. | Limitation
of Liability
|-- | -----------------------

The
liability of the shareholders is limited to the payment of the nominal value of the shares
in the Company issued to them and which remains unpaid, and only to that amount. If the
Companys share capital shall include at any time shares without a nominal value, the
shareholders liability in respect of such shares shall be limited to the payment of
up to NIS 1.00 for each such share issued to them and which remains unpaid, and only to
that amount.

# SHARE CAPITAL

|4. | Authorized
Share Capital
|-- | ------------------------

The
authorized share capital of the Company is fifty million New Israeli Shekels (NIS
50,000,000) divided into fifty million (50,000,000) Ordinary Shares, par value NIS 1.00
per share.

|5. | Increase
of Authorized Share Capital
|-- | ------------------------------------

(a)       
          The Company may, from time to time, by Shareholders Resolution, whether or not
          all the shares then authorized have been issued, and whether or not all the
          shares theretofore issued have been called up for payment, increase its
          authorized share capital by the creation of new shares through amending the
          Memorandum and these Articles. Any such increase shall be in such amount and
          shall be divided into shares of such nominal amounts (or no nominal amounts),
          and such shares shall confer such rights and preferences, and shall be subject
          to such restrictions, as such resolution shall provide.

(b)       
          Except to the extent otherwise provided in such resolution, such new shares
          shall be subject to all the provisions applicable to the shares prior to such
          resolution.

|6. | Rights
of the Ordinary Shares
|-- | -----------------------------

The
Ordinary Shares confer upon the holders thereof all rights accruing to a shareholder of
the Company, as provided in these Articles, including, inter alia, the right to
receive notices of, and to attend meetings of shareholders; for each share held, the right
to one vote at all meetings of shareholders; and to share equally, on a per share basis,
in such dividend and other distributions to shareholders of the Company as may be declared
by the Board of Directors in accordance with these Articles and the Companies Law, and
upon liquidation or dissolution of the Company, in the distribution of assets of the
Company legally available for distribution to shareholders in accordance with the terms of
applicable law and these Articles. All Ordinary Shares rank pari passu in all
respects with each other.

|7. | Special
Rights; Modifications of Rights
|-- | ---------------------------------------

(a)       
          The Company may, from time to time, by Shareholders Resolution, provide for
          shares with such preferred or deferred rights or rights of redemption or other
          special rights and/or such restrictions, whether in regard to dividends, voting,
          repayment of share capital or otherwise, as may be stipulated in such
          resolution.

- 3 -

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(b)      
          (i)        If at any time the share capital is divided into different classes of
          shares, the rights attached to any class, unless otherwise provided by these
          Articles and subject to applicable law, may be modified or abrogated by the
          Company, by Shareholders Resolution, subject to an approval by a resolution
          passed by the holders of a simple majority of the shares of such class voting at
          a separate General Meeting of the holders of the shares of such class.

| | (ii)        The
provisions of these Articles relating to General Meetings shall, mutatis
          mutandis, apply to any separate General Meeting of the holders of the
shares           of a particular class.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        Unless
otherwise provided by these Articles, the enlargement of an existing           class of
shares, or the issuance of additional shares thereof, shall not be           deemed, for
purposes of this Article 7(b), to modify or abrogate the rights           attached
to the previously issued shares of such class or of any other class.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | Consolidation,
Subdivision, Cancellation and Reduction of Share Capital
|-- | -----------------------------------------------------------------------

(a)       
          The Company may, from time to time, by Shareholders Resolution (subject,
          however, to the provisions of Article 7(b) hereof and to applicable law):

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

| | (ii)        subdivide
its shares (issued or unissued) or any of them, into shares of smaller           nominal
value than is fixed by these Articles (subject, however, to the           provisions of
the Companies Law), and the Shareholders Resolution whereby any           share is
subdivided may determine that, as among the holders of the shares           resulting
from such subdivision, one or more of the shares may, as compared with           the
others, have any such preferred or deferred rights or rights of redemption           or
other special rights, or be subject to any such restrictions, as the Company
          has power to attach to unissued or new shares;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        cancel
any shares which, at the date of the adoption of such resolution, have           not been
taken or agreed to be taken by any Person, and diminish the amount of           its share
capital by the amount of the shares so cancelled; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        reduce
its share capital in any manner, and with and subject to any consent           required
by law.
| | ------------------------------------------------------------------------------------------------------------------

(b)       
          With respect to any consolidation of issued shares into shares of larger nominal
          value, and with respect to any other action which may result in fractional
          shares, the Board of Directors may settle any difficulty which may arise with
          regard thereto, as it deems fit, including, inter alia, resort to one or
          more of the following actions:

| | (i)        determine,
as to the holder of shares so consolidated, which issued shares shall           be
consolidated into each share of larger nominal value;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        issue,
in contemplation of or subsequent to such consolidation or other action,           such
shares or fractional shares sufficient to preclude or remove fractional           share
holdings;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        redeem,
in the case of redeemable preference shares, and subject to applicable           law,
such shares or fractional shares sufficient to preclude or remove           fractional
share holdings;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 4 -

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| | (iv)        subject
to applicable law, cause the transfer of fractional shares by certain
          shareholders of the Company to other shareholders thereof so as to most
          expediently preclude or remove any fractional shareholdings, and cause the
          transferees to pay the transferors the fair value of fractional shares so
          transferred, and the Board of Directors is hereby authorized to act as agent
for           the transferors and transferees with power of substitution for purposes of
          implementing the provisions of this sub-Article 8(b)(iv); or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)        cause
the aggregation of fractional shares and the sale thereof so as to most
          expediently preclude or remove any fractional shareholding and cause the
          proceeds thereof, less expenses, to be paid to the former holders of the
          fractional shares.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)       
          Notwithstanding the foregoing, if a class of shares has no nominal value, then
          any of the foregoing actions may be taken with respect to such class without
          regard to nominal value.

# SHARES

|9. | Issuance
of Share Certificates; Replacement of Lost Certificates
|-- | ----------------------------------------------------------------

(a)       
          Share certificates shall be issued under the seal or stamp of the Company and
          shall bear the signature of any two (2) Directors or any two (2) of the
          following: the General Manager, the Chief Financial Officer, the General
          Counsel, the Secretary, the Chairman of the Board of Directors, the Vice
          Chairman of the Board of Directors, or of any other Person or Persons authorized
          thereto by the Board of Directors. For the avoidance of doubt, any transfer
          agent designated by the Company may issue share certificates on behalf of the
          Company even if the signatories on the share certificate no longer serve in the
          relevant capacities at the time of such issuance.

(b)       
          The Company may issue un-certificated shares, provided, however, that each
          holder of shares shall be entitled to one numbered certificate for all the
          shares of any class registered in his name, and if reasonably requested by such
          holder, to several certificates, each for one or more of such shares.

(c)       
          A share certificate registered in the names of two or more Persons shall be
          delivered to the Person first named in the Register of Shareholders in respect
          of such co-ownership.

(d)       
          If a share certificate is defaced, lost or destroyed, it may be replaced, upon
          payment of such fee, and upon the furnishing of such evidence of ownership and
          such affidavit and indemnity or security, as the Companys Secretary may
          deem fit.

|10. | Issuance
of Shares; Registered Holders of Shares
|--- | ------------------------------------------------

(a)       
          The unissued shares from time to time shall be under the control of the Board of
          Directors, who shall have the power to issue shares or otherwise dispose of them
          to such Persons, on such terms and conditions (including inter aliaterms
          relating to calls as set forth in Article 11(f) hereof), and either at par
          or at a premium, or, subject to the provisions of the Companies Law, at a
          discount, and at such times, as the Board of Directors may deem fit, and the
          power to give to any Person the option to acquire from the Company any shares,
          either at par or at a premium, or, subject to the provisions of the Companies
          Law, at a discount, during such time and for such consideration as the Board of
          Directors may deem fit.

- 5 -

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

(c)       
          Subject to and in accordance with the provisions of the Companies Law and to all
          orders and regulations issued thereunder, the Board of Directors may elect to
          maintain one or more Registers of Shareholders outside of Israel in addition to
          its principal Register of Shareholders, and each such register shall be deemed a
          Register of Shareholders for purposes of these Articles, and, subject to all
          applicable requirements of law, the Board of Directors may from time to time
          adopt such rules and procedures as it may think fit in connection with the
          keeping of such branch registers.

|11. | Calls
on Shares
|--- | ---------------

(a)       
          The Company may, from time to time, make such calls as the Board of Directors
          may determine upon holders of shares in respect of any sum unpaid for shares
          held by such holders which is not, by the terms of issuance thereof or
          otherwise, payable at a fixed time, and each such holder shall pay the amount of
          every call so made upon him (and of each installment thereof if the same is
          payable in installments), to the Person(s) and at the time(s) and place(s)
          designated by the Board of Directors, as any such time(s) may be thereafter
          extended and/or such Person(s) or place(s) changed. Unless otherwise stipulated
          in the resolution of the Board of Directors (and in the notice hereafter
          referred to), each payment in response to a call shall be deemed to constitute a
          pro rata payment on account of all shares in respect of which such call was
          made.

(b)       
          Notice of any call shall be given in writing to the holder(s) in question not
          less than fourteen (14) days prior to the time of payment, specifying the time
          and place of payment, and designating the Person to whom such payment shall be
          made, provided, however, that before the time for any such payment, the Company
          upon approval of the Board of Directors may, by notice in writing to such
          holder(s), revoke such call in whole or in part, extend such time, or alter such
          Person and/or place. In the event of a call payable in installments, only one
          notice thereof need be given.

(c)       
          If, by the terms of issuance of any share or otherwise, any amount is made
          payable at any fixed time, every such amount shall be payable at such time as if
          it were a call duly made by the Company and of which due notice had been given,
          and all the provisions herein contained with respect to such calls shall apply
          to each such amount.

(d)       
          The joint holders of a share shall be jointly and severally liable to pay all
          calls in respect thereof and all interest payable thereon.

(e)       
          Any amount unpaid in respect of a call shall bear interest from the date on
          which it is payable until actual payment thereof, at such rate (not exceeding
          the then prevailing debitory rate charged by leading commercial banks in
          Israel), and at such time(s) as the Board of Directors may prescribe.

- 6 -

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(f)       
          Upon the issuance of shares, the Board of Directors may provide for differences
          among the holders of such shares as to the amount of calls and/or the times of
          payment thereof.

(g)       
          With the approval of the Board of Directors, any holder of shares may pay to the
          Company any amount not yet payable in respect of his shares. The Board of
          Directors may at any time cause the Company to repay all or any part of the
          money so advanced, without premium or penalty.

|12. | Forfeiture
and Surrender
|--- | ------------------------

(a)       
          If any holder fails to pay any amount payable in respect of a call, or interest
          thereon as provided for herein, on or before the day fixed for payment of the
          same, the Company, by resolution of the Board of Directors, may at any time
          thereafter, so long as the said amount or interest remains unpaid, forfeit all
          or any of the shares in respect of which said call had been made. Any expense
          incurred by the Company in attempting to collect any such amount or interest,
          including, inter alia, attorneys fees and costs of suit, shall be
          added to, and shall, for all purposes (including the accrual of interest
          thereon), constitute a part of the amount payable to the Company in respect of
          such call.

(b)       
          Upon the adoption of a resolution of forfeiture, the Board of Directors shall
          cause notice thereof to be given to such holder, which notice shall state that,
          in the event of the failure to pay the entire amount so payable within a period
          stipulated in the notice (which period shall not be less than fourteen (14) days
          and which may be extended by the Company with the approval of the Board of
          Directors), such shares shall be ipso facto forfeited, provided, however,
          that, prior to the expiration of such period, the Board of Directors may nullify
          such resolution of forfeiture, but no such nullification shall estop the Board
          of Directors from adopting a further resolution of forfeiture in respect of the
          non-payment of the same amount.

(c)       
          Whenever shares are forfeited as herein provided, all dividends theretofore
          declared in respect thereof and not actually paid shall be deemed to have been
          forfeited at the same time.

(d)       
          The Company, by resolution of the Board of Directors, may accept the voluntary
          surrender of any share.

(e)       
          Any shares forfeited or surrendered as provided herein shall become Dormant
          Shares and the property of the Company, and the same, subject to the provisions
          of these Articles, may be sold, re-issued or otherwise disposed of as the Board
          of Directors deems fit.

(f)       
          Any holder whose shares have been forfeited or surrendered shall cease to be a
          holder in respect of the forfeited or surrendered shares, but shall,
          notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all
          calls, interest and expenses owing upon or in respect of such shares at the time
          of forfeiture or surrender, together with interest thereon from the time of
          forfeiture or surrender until actual payment, at the rate prescribed in
          Article 11(e) above, and the Company, in its discretion, may enforce the
          payment of such moneys, or any part thereof, but shall not be under any
          obligation to do so. In the event of such forfeiture or surrender, the Company,
          by resolution of the Board of Directors, may accelerate the date(s) of payment
          of any or all amounts then owing by the holder in question (but not yet due) in
          respect of all shares owned by such holder, solely or jointly with another.

(g)       
          The Board of Directors may at any time, before any share so forfeited or
          surrendered shall have been sold, re-issued or otherwise disposed of, nullify
          the forfeiture or surrender on such conditions as it deems fit, but no such
          nullification shall estop the Board of Directors from re-exercising its powers
          of forfeiture pursuant to this Article 12.

- 7 -

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|13. | Lien
|--- | ----

(a)       
          Except to the extent the same may be waived or subordinated in writing, to the
          extent permitted by applicable law, the Company shall have a first and paramount
          lien upon all the shares (other than shares which are fully paid up) registered
          in the name of each holder (without regard to any equitable or other claim or
          interest in such shares on the part of any other Person), and upon the proceeds
          of the sale thereof, for his debts and liabilities, solely or jointly with
          another, to the Company in respect of such shares, whether the period for the
          payment, fulfillment or discharge thereof shall have actually arrived or not.
          Such lien shall extend to all dividends from time to time declared in respect of
          such share. Unless otherwise provided, the registration by the Company of a
          transfer of shares shall be deemed to be a waiver on the part of the Company of
          the lien (if any) existing on such shares immediately prior to such transfer.

(b)       
          The Board of Directors may cause the Company to sell any shares subject to such
          lien when any such debt or liability has matured, in such manner as the Board of
          Directors may deem fit, but no such sale shall be made unless such debt or
          liability or has not been satisfied within fourteen (14) days after written
          notice of the intention to sell shall have been served on such holder, his
          executors or administrators.

(c)       
          The net proceeds of any such sale, after payment of the costs thereof, shall be
          applied in or toward satisfaction of such debts or liabilities of such holder
          (whether or not the same have matured), or any specific part of the same (as the
          Company may determine), and the residue (if any) shall be paid to the holder,
          his executors, administrators or assigns.

|14. | Sale
after Forfeiture or Surrender or in Enforcement of Lien
|--- | ------------------------------------------------------------

Upon
any sale of shares after forfeiture or surrender or for enforcing a lien, the Board of
Directors may appoint some Person to execute an instrument of transfer of the shares so
sold and cause the purchasers name to be entered in the Register of Shareholders in
respect of such shares, and the purchaser shall not be bound to see to the propriety of
the proceedings, or to the application of the purchase money, and after his name has been
entered in the Register of Shareholders in respect of such shares, the validity of the
sale shall not be impeached by any Person, and the remedy of any Person aggrieved by the
sale shall be in damages only and against the Company exclusively.

|15. | Redeemable
Shares
|--- | -----------------

The
Company may, subject to applicable law, issue redeemable shares and redeem the same upon
the conditions and terms determined by the Board of Directors.

- 8 -

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# TRANSFER OF SHARES

|16. | Effectiveness
and Registration
|--- | ------------------------------

(a)       
          No transfer of shares shall be registered in the Register of Shareholders unless
          a proper instrument of transfer (in form and substance satisfactory to the
          Secretary) has been submitted to the Company or its agent, together with any
          share certificate(s) and such other evidence of title as the Secretary may
          reasonably require, and unless such transfer complies with applicable law and
          these Articles. Until the transferee has been registered in the Register of
          Shareholders in respect of the shares so transferred, the Company may continue
          to treat the transferor as the owner thereof. The Board of Directors may, from
          time to time, prescribe a fee for the registration of a transfer.

(b)       
          The Company shall be entitled to refuse to recognize a transfer deed until the
          certificate of the transferred share is attached to it together with any other
          evidence which the Board of Directors or the Secretary shall require as proof of
          the transferors right to transfer the share and payment of any transfer
          fee determined by the Board of Directors. Registered transfer deeds shall remain
          with the Company, but any transfer deed which the Company refused to register
          shall be returned to the transferor upon demand.

(c)       
          The Board of Directors may close the Register of Shareholders for a period of up
          to thirty (30) days in each year.

# TRANSMISSION OF SHARES

|17. | Decedents Shares
|--- | -----------------

(a)       
          In case of a share registered in the names of two or more holders, the Company
          may recognize the survivor(s) as the sole owner(s) thereof unless and until the
          provisions of Article 17(b) have been effectively invoked.

(b)       
          Any Person becoming entitled to a share in consequence of the death of any
          individual, upon producing evidence of the grant of probate or letters of
          administration or declaration of succession (or such other evidence as the Board
          of Directors or the Secretary may reasonably deem sufficient of the capacity in
          which he proposes to act under this Article), shall be registered as a holder in
          respect of such share, or may, subject to the regulations as to transfer herein
          contained, transfer such share.

|18. | Receivers
and Liquidators
|--- | -------------------------

(a)       
          The Company may recognize the receiver or liquidator or similar official of any
          corporate shareholder in winding-up or dissolution, or the receiver or trustee
          or similar official in bankruptcy or in connection with the reorganization of
          any shareholder, as being entitled to the shares registered in the name of such
          shareholder.

(b)       
          The receiver or liquidator or similar official of a corporate shareholder in
          winding-up or dissolution, or the receiver or trustee or similar official in
          bankruptcy or in connection with the reorganization of any shareholder, upon
          producing such evidence as the Board of Directors or the Secretary may deem
          sufficient of the capacity in which he proposes to act under this Article, shall
          with the consent of the Secretary, be registered as a shareholder in respect of
          such shares, or may, subject to the provisions as to transfer herein contained,
          transfer such shares.

- 9 -

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# RECORD DATE WITH
RESPECT TO OWNERSHIP OF SHARES

|19. | Record
Dates
|--- | ------------

(a)       
          Notwithstanding any provision to the contrary in these Articles, for the
          determination of the holders entitled to receive notice of and to participate in
          and vote at a General Meeting or to express consent to or dissent from any
          corporate action in writing, the Board of Directors may fix, in advance, a
          record date which shall neither be earlier nor later than is permitted under
          applicable law. No Persons other than holders of record of Ordinary Shares as of
          such record date shall be entitled to notice of and to participate in and vote
          at such General Meeting, or to exercise such other right, as the case may be. A
          determination of holders of record with respect to a General Meeting shall apply
          to any adjournment of such meeting, provided that the Board of Directors may fix
          a new record date for an adjourned meeting.

(b)       
          Subject to the applicable law, the holders entitled to receive payment of any
          dividend or other distribution or issuance of any rights, shall be the
          shareholders on the date upon which it was resolved to distribute the dividend
          or at such later date as shall be determined by, or pursuant to a resolution of,
          the Board of Directors.

# GENERAL MEETINGS

|20. | Annual
General Meeting
|--- | ----------------------

An
Annual General Meeting shall be held once in every calendar year at such time (within a
period of not more than fifteen (15) months after the last preceding Annual General
Meeting) and at such place either within or without the State of Israel as may be
determined by the Board of Directors.

|21. | Extraordinary
General Meetings
|--- | ------------------------------

The
Board of Directors may, whenever it deems fit, convene an Extraordinary General Meeting at
such time and place, within or without the State of Israel, as may be determined by the
Board of Directors, and shall be obliged to do so upon a demand in writing in accordance
with Section 63(b) of the Companies Law, if the proposed resolution is suitable for
determination by shareholders.

|22. | Notice
of General Meetings
|--- | --------------------------

(a)       
          The Company is required to give such prior notice of a General Meeting as
          required by applicable law, but in any event not less than fourteen (14) days.
          The Company is not required to deliver personal notice to every shareholder
          except to the extent required by applicable law. In any event, the accidental
          omission to give notice of a meeting to any shareholder or the non-receipt of
          notice by any of the shareholders shall not invalidate the proceedings at any
          meeting.

- 10 -

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(b)       
          The notice of the meeting shall set forth the agenda of the meeting.

(c)       
          A shareholder desiring to request that the Board of Directors include a certain
          item on the agenda of the meeting pursuant to Section 66(b) of the Companies
          Law, shall, as a condition to such proposal being considered by the Board of
          Directors, make such request to the Company in writing at least eight (8) weeks
          prior to the date of the meeting (or such shorter period as may be determined by
          the Board of Directors).

(d)       
          Notwithstanding anything to the contrary in these Articles, unless otherwise
          provided by applicable law, notice by the Company of a General Meeting which is
          published in one (1) daily newspaper in the State of Israel, if at all, shall be
          deemed to have been duly given on the date of such publication to any
          shareholder whose address as registered in the Register of Shareholders (or as
          designated in writing for the receipt of notices and other documents) is located
          in the State of Israel or whose shares of the Company are registered with a
          transfer agent, or listed for trade on a stock exchange, that is located in the
          State of Israel.

(e)       
          Notwithstanding anything to the contrary in these Articles, unless otherwise
          provided by applicable law, notice by the Company of a General Meeting or any
          other matter which is published via one international wire service shall be
          deemed to have been duly given on the date of such publication to any
          shareholder whose address as registered in the Register of Shareholders (or as
          designated in writing for the receipt of notices and other documents) is located
          outside the State of Israel or whose shares of the Company are registered with a
          transfer agent, or listed for trade on a stock exchange that is located outside
          the State of Israel.

# PROCEEDINGS AT GENERAL
MEETINGS

|23. | Quorum
|--- | ------

(a)       
          Two or more holders of Ordinary Shares (not in default in payment of any sum
          referred to in Article 12(a) hereof), present in person or by proxy and
          holding shares conferring in the aggregate at least one-third of the voting
          power of the Company shall constitute a quorum at General Meetings. Except as
          set forth in this Article 23, no business shall be transacted at a General
          Meeting, or at any adjournment thereof, unless the requisite quorum is present
          when the meeting proceeds to business.

(b)       
          If within an hour from the time set for the meeting a quorum is not present, in
          person or by proxy, the meeting shall stand adjourned to the same day in the
          next week, at the same time and place, or, if not set forth in the notice of the
          meeting, to such day and at such time and place as the Chairman may determine
          with the consent of the holders of a majority of the voting power represented at
          the meeting in person or by proxy and voting on the question of adjournment. No
          business shall be transacted at any adjourned meeting except business which
          might lawfully have been transacted at the meeting as originally called. At such
          adjourned meeting, if a quorum is not present, in person or by proxy, within a
          half hour from the time set, any two (2) holders of Ordinary Shares (not in
          default as aforesaid) present in person or by proxy, shall constitute a quorum.
          Notwithstanding anything in this Article 23 to the contrary, if the meeting was
          convened upon requisition pursuant to Section 63 or 64 of the Companies
          Law, the quorum requirement at any adjournment thereof shall be governed by the
          provisions of the Companies Law.

- 11 -

---

---

|24. | Chairman
of Meetings
|--- | --------------------

The
Chairman, if any, of the Board of Directors shall preside as Chairman at every General
Meeting of the Company. If there is no such Chairman, or if at any meeting he is not
present within fifteen (15) minutes after the time fixed for the meeting or is unwilling
to act as Chairman or has notified the Company that he will not attend such meeting, the
holders of Ordinary Shares present (or their proxies) shall choose someone else to be
Chairman. The office of Chairman shall not, by itself, entitle the holder thereof to vote
at any General Meeting (without derogating, however, from the rights of such Chairman to
vote as a holder of Ordinary Shares or proxy of a shareholder if, in fact, he is also a
shareholder or a proxy).

|25. | Adoption
of Resolutions at General Meetings
|--- | -------------------------------------------

(a)       
          Unless otherwise indicated herein or required by applicable law, any
          Shareholders Resolution shall be deemed adopted if approved by an Ordinary
          Majority, including without limitation, a Merger of the Company or an amendment
          to these Articles or the Memorandum of Association, to the extent permitted by
          applicable law.

(b)       
          Every question submitted to a General Meeting shall be decided by a show of
          hands, without derogating from voting by written ballot to the extent permitted,
          pursuant to applicable law.

(c)       
          A declaration by the Chairman of the meeting that a resolution has been carried
          unanimously, or carried by a particular majority, or defeated, and an entry to
          that effect in the minutes book of the Company, shall be conclusive evidence of
          the fact without need of proof of the number or proportion of the votes recorded
          in favor of or against such resolution.

|26. | Power
to Adjourn
|--- | ----------------

The
Chairman of a General Meeting at which a quorum is present may, with the consent of the
holders of a majority of the voting power represented in person or by proxy and voting on
the question of adjournment (and shall if so directed by the meeting), adjourn the meeting
from time to time and from place to place, but no business shall be transacted at any
adjourned meeting except business which might lawfully have been transacted at the meeting
as originally called.

|27. | Voting
Power
|--- | ------------

Subject
to applicable law, and subject to any provision hereof conferring special rights as to
voting, or restricting the right to vote, every holder of Ordinary Shares shall have one
vote for each share registered in his name in the Register of Shareholders upon any
resolution put to a vote of the holders of Ordinary Shares.

- 12 -

---

---

|28. | Voting
Rights
|--- | -------------

(a)       
          The shareholders entitled to vote at a General Meeting shall be the shareholders
          listed in the Companys Register(s) of Shareholders on the record date, as
          specified in Article 19.

(b)       
          A company or other entity which is not an individual being a holder of Ordinary
          Shares of the Company may be represented by an authorized individual at any
          meeting of the Company. Such authorized individual shall be entitled to exercise
          on behalf of such holder all the power, which the latter could have exercised if
          it were an individual shareholder. Upon the request of the Chairman of the
          meeting, written evidence of such authorization (in form acceptable to the
          Chairman in his sole discretion) shall be delivered to him.

(c)       
          Any holder of Ordinary Shares entitled to vote at the General Meeting may vote
          thereat either personally or by proxy (who need not be a shareholder of the
          Company), or, if the shareholder is a company or other corporate body, by a
          representative authorized pursuant to Article 28(b).

(d)       
          If two or more Persons are registered in the Register of Shareholders as joint
          holders of any Ordinary Share, the vote of the senior who tenders a vote, in
          person or by proxy, shall be accepted to the exclusion of the vote(s) of the
          other joint holder(s); and for this purpose seniority shall be determined by the
          order in which the names stand in the Register of Shareholders, all subject to
          applicable law.

(e)       
          No shareholders shall be entitled to vote at any General Meeting (or be counted
          as a part of the quorum thereat), unless all calls and other sums then payable
          by him in respect of his shares in the Company have been paid.

(f)       
          The Board of Directors may determine, in its discretion, the matters, if any,
          that may be voted upon by written ballot delivered to the Company (without
          attendance in person or by proxy) at a General Meeting, in addition to the
          matters on which shareholders are entitled to do so pursuant to applicable law.

(g)       
          Subject to the provisions of applicable law, the Secretary of the Company may,
          in his discretion, disqualify proxies, proxy cards, written ballots or any other
          similar instruments.

# PROXIES

|29. | Instrument
of Appointment
|--- | -------------------------

(a)       
          The instrument appointing a proxy shall be substantially in the form provided
          below or any other usual or customary form or such other form as may be approved
          by the Board of Directors from time to time. It shall be duly signed by the
          appointer or his duly authorized attorney or, if such appointer is a company or
          other corporate body, under its common seal or stamp or the hand of its duly
          authorized agent(s) or attorney(s).

| | "I,
the undersigned, _________________________________, being a
| | ---------------------------------------------------------------

| | (name of shareholder )
| | ----------------------

| | shareholder
of Elbit Imaging Ltd. hereby appoint
| | ------------------------------------------------

| | ________________________
of _____________________________
| | ---------------------------------------------------------

| | (name of proxy)
                          
     (address of proxy)
| | ------------------------------------------------------------------

| | as
my  proxy to  attend  and  vote on my  behalf  at [any  General  Meeting  of the
                           Company]  [the  General  Meeting  of the  Company  to be held
on the  _____  day of                            _______ , 2____ ] and at any adjournment
thereof.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Signed
this ______ day of ___________, 2___ .
| | ---------------------------------------------

| | ____________________."
| | ----------------------

| | (signature
of shareholder)
| | --------------------------

- 13 -

---

---

(b)       
          The instrument appointing a proxy (and the power of attorney or other authority,
          if any, under which such instrument has been signed) shall be delivered to the
          Company (at its registered office, or at its principal place of business or at
          the offices of its registrar and/or transfer agent or at such place as the Board
          of Directors may specify) not less than forty-eight (48) hours before the time
          fixed for the meeting at which the Person named in the instrument proposes to
          vote, unless otherwise determined by the Chairman of the meeting.

(c)       
          The rights of a shareholder who is legally incapacitated to attend and/or vote
          at a General Meeting may be exercised by his guardian.

|30. | Effect
of Death of Appointer or Revocation of Appointment
|--- | ---------------------------------------------------------

A
vote cast pursuant to an instrument appointing a proxy shall be valid notwithstanding the
previous death of the appointing shareholder (or of his attorney-in-fact, if any, who
signed such instrument) or the revocation of the appointment, provided that no written
notice of such death or revocation shall have been received by the Company or by the
Chairman of the meeting before such vote is cast and provided, further, that the
appointing shareholder, if present in person at said meeting, may revoke the authority
granted by the execution of a proxy by filing with the Company a duly executed instrument
appointing another proxy, on or prior to the deadline for the delivery of proxies, or by
voting in person at the General Meeting.

- 14 -

---

---

# BOARD OF DIRECTORS

|31. | Powers
of Board of Directors
|--- | ----------------------------

(a)        In
General

The
oversight of the management of the business of the Company shall be vested in the Board of
Directors, which may exercise all such powers and do all such acts and things as the
Company is authorized to exercise and do, and are not hereby or by law required to be
exercised or done by the Company in a General Meeting. The authority conferred on the
Board of Directors by this Article 31 shall be subject to the provisions of the
Companies Law, of these Articles and any resolution consistent with the Companies Law and
these Articles adopted from time to time by a General Meeting, provided, however, that no
such resolution shall invalidate any prior act done by or pursuant to a decision of the
Board of Directors which would have been valid if such resolution had not been adopted.

(b)        Borrowing
Power

The
Board of Directors may from time to time, in its discretion, cause the Company to borrow
or secure the payment of any sum or sums of money for the purposes of the Company, and
also may cause the Company to secure or provide for the repayment of such sum or sums in
such manner, at such times and upon such terms and conditions in all respects as it deems
fit, and, in particular, by the issuance of bonds, perpetual or redeemable debentures,
debenture stock, or any mortgages, charges, or other securities on the undertaking or the
whole or any part of the property of the Company, both present and future, including its
uncalled or called but unpaid share capital for the time being.

(c)        Reserves

The
Board of Directors may, from time to time, set aside any amount(s) out of the profits of
the Company as a reserve or reserves for any purpose(s) which the Board of Directors, in
its absolute discretion, shall deem fit, and the Company may invest any sum so set aside
in any manner and from time to time deal with and vary such investments, and dispose of
all or any part thereof, and employ any such reserve or any part thereof in the business
of the Company without being bound to keep the same separate from other assets of the
Company, and may subdivide or redesignate any reserve or cancel the same or apply the
funds therein for another purpose, all as the Board of Directors may from time to time
deem fit.

|32. | Exercise
of Powers of Directors
|--- | -------------------------------

(a)       
          A meeting of the Board of Directors at which a quorum is present (in person, by
          means of a conference call or any other device allowing each director
          participating in such meeting to hear all the other directors participating in
          such meeting) shall be competent to exercise all the authorities, powers and
          discretions vested in or exercisable by the Board of Directors.

(b)       
          A resolution proposed at any meeting of the Board of Directors shall be deemed
          adopted if approved by a simple majority of the Directors present and lawfully
          entitled to vote thereon (as conclusively determined by the Secretary or General
          Counsel, and in the absence of such determination, by the Chairman of the Audit
          Committee) and voting thereon.

- 15 -

---

---

(c)       
          A resolution may be adopted by the Board of Directors without convening a
          meeting if all Directors then in office and lawfully entitled to
          participate in the meeting and vote thereon (as conclusively determined by the
          Secretary or General Counsel, and in the absence of such determination, by the
          Chairman of the Audit Committee), have given their written consent (in any
          manner whatsoever) not to convene a meeting to discuss such matter. Such
          resolution shall be adopted if approved by a majority of the Directors lawfully
          entitled to vote thereon (as determined as aforesaid). The Chairman of the Board
          of Directors shall sign the instrument evidencing any resolutions so adopted,
          including the decision to adopt said resolutions without a meeting.

|33. | Delegation
of Powers
|--- | --------------------

(a)        The
Board of Directors may, subject to the provisions of the Companies Law and
               these Articles, delegate any of its powers to committees, each consisting
of two                or more Persons (all of whose members must be Directors), and it
may from time                to time revoke such delegation or alter the composition of
any such committee.                Any Committee so formed (in these Articles referred to
as a                Committee of the Board of  Directors),
shall, in the exercise of the powers so delegated,                conform to any
regulations imposed on it by the Board of Directors. The meetings                and
proceedings of any such Committee of the Board of Directors shall, mutatis mutandis,
be governed by the provisions herein contained for                regulating the meetings
of the Board of Directors, so far as not superseded by                any regulations
adopted by the Board of Directors under this Article.                Notwithstanding the
foregoing, the Chairman of a Committee of the Board of                Directors shall not
have a casting vote. Unless otherwise expressly provided by                the Board of
Directors in delegating powers to a Committee of the Board of                Directors,
such Committee shall not be empowered to further delegate such                powers.

(b)        Without
derogating from the provisions of Article 46, the Board of                Directors
may, subject to the provisions of the Companies Law, from time to time
               appoint a Secretary to the Company, as well as any officers of the
Company, and                may terminate the service of any such Person, and also may
cause the Company to                engage employees, agents and independent contractors
and to terminate the                service of any such Person, all as the Board of
Directors may deem fit. Without                derogating from the provisions of Article 46,
the Board of Directors may,                subject to the provisions of the Companies
Law, determine the powers and duties,                as well as the compensation terms of
all such Persons, and may require security                in such cases and in such
amounts as it deems fit.

|34. | Number
of Directors
|--- | -------------------

(a)       
          The Board of Directors shall include at least four (4) Directors.

(b)       
          The requirements of the Companies Law applicable to an External Director shall
          prevail over the provisions of these Articles to the extent that these Articles
          are inconsistent with the Companies Law, and shall apply to the extent that
          these Articles are silent.

- 16 -

---

---

|35. | Election
and Removal of Directors
|--- | ---------------------------------

(a)       
          The Directors shall be elected at each Annual General Meeting and shall serve in
          office until the close of the next Annual General Meeting at which one or more
          Directors are elected, unless their office becomes vacant earlier in accordance
          with the provisions of these Articles. Each Director shall be elected by a
          Shareholders Resolution at the Annual General Meeting by the vote of the holders
          of a simple majority of the voting power represented at such meeting in person
          or by proxy and voting on such election; provided, however, that External
          Directors shall be elected in accordance with the Companies Law. The elected
          Directors shall commence their terms immediately upon election, unless a later
          effective date is stated in the resolution with respect to their election.

(b)       
          Notwithstanding the other provisions of these Articles, one or more Directors
          may be elected by a Shareholders Resolution at an Extraordinary General Meeting.
          Any Director appointed or elected in such manner (excluding an External
          Director) shall serve in office until the next Annual General Meeting at which
          one or more Directors are elected, unless his office becomes vacant earlier in
          accordance with the provisions of these Articles.

(c)       
          An elected External Director shall commence his term from the date of, and shall
          serve for the period stated in, the resolution of the General Meeting at which
          he was elected, unless his office becomes vacant earlier in accordance with the
          provisions of the Companies Law.

(d)       
          A Director may serve for multiple terms, provided, however, that the terms of an
          External Director shall be limited in accordance with applicable law.

(e)       
          The General Meeting shall be entitled to remove any Director(s) from office by a
          Shareholder Resolution, all subject to applicable law. The Board of Directors
          shall be entitled to remove from office any Director(s) appointed by the Board
          of Directors.

|36. | Qualification
of Directors
|--- | --------------------------

No
Person shall be disqualified to serve as a Director by reason of his not holding shares in
the Company.

|37. | Vacancies
in the Board of Directors
|--- | -----------------------------------

(a)       
          Notwithstanding anything to the contrary in these Articles, any vacancy in the
          Board of Directors, however occurring, including a vacancy resulting from an
          enlargement of the Board of Directors by resolution of the Board of Directors,
          may be filled by resolution of the Board of Directors. A Director elected to
          fill a vacancy shall be elected to hold office until the next Annual General
          Meeting at which one or more Directors are elected, unless his office becomes
          vacant earlier in accordance with the provisions of these Articles.

(b)       
          In the event of one or more vacancies in the Board of Directors, the continuing
          Directors may continue to act in every matter, provided, however, that if they
          number less than the minimum number set forth in Article 34(a) hereof, they
          may only act in an emergency (as determined in their absolute discretion), may
          appoint one or more Directors and call one or more General Meetings for any
          purpose.

- 17 -

---

---

|38. | Vacation
of Office
|--- | ------------------

(a)       
          The office of a Director shall be vacated, ipso facto, upon his death, or
          if he be found mentally incapacitated, or upon the conviction of a crime
          enumerated in the Companies Law or as otherwise provided by applicable law.

(b)       
          The office of a Director shall be vacated by his written resignation. Such
          resignation shall become effective on the date fixed therein, or upon the
          delivery thereof to the Company, whichever is later.

|39. | Remuneration
of Directors
|--- | -------------------------

No
Director shall be paid any remuneration by the Company for his services as Director except
as may be approved pursuant to the provisions of the Companies Law. Except as otherwise
provided by applicable law, reimbursement of expenses incurred by a Director in carrying
out his duties as such shall be made pursuant to the policy in this respect as determined
by the Board of Directors and in effect from time to time.

|40. | Conflict
of Interests
|--- | ---------------------

(a)       
          Subject to the provisions of the Companies Law, the Company may enter into any
          contract or otherwise transact any business with any Director in which contract
          or business such Director has a Personal Interest, directly or indirectly; and
          may enter into any contract of otherwise transact any business with any third
          party in which contract or business a Director has a Personal Interest, directly
          or indirectly.

(b)       
          A Transaction (other than an Extraordinary Transaction) between the Company and
          an Office Holder or Controlling Person of the Company, or in which an Office
          Holder or Controlling Person of the Company has a Personal Interest, may be
          approved by:

| | (i)        the
Audit Committee  without any monetary limit; or
| | ---------------------------------------------------------------

| | (ii)        the
Board of Directors  without any monetary limit; or
| | -------------------------------------------------------------------

| | (iii)        the
Companys authorized officer(s) in accordance with the Companys
          signatory rights (provided that no such approval may be given by any signatory
          who has a Personal Interest in the transaction). Any such approval may relate
to           a specific Transaction or to a general category of Transactions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|41. | Alternate
Directors
|--- | -------------------

(a)       
          A Director may, by written notice to the Company, appoint an individual as an
          alternate for himself (Alternate Director), remove
          such Alternate Director and appoint another Alternate Director in place of any
          Alternate Director appointed by him whose office has been vacated for any reason
          whatsoever. The appointment of an Alternate Director by any Director other than
          the Chairman of the Board of Directors shall be subject to the consent of the
          Chairman of the Board of Directors, and the appointment of an Alternate Director
          by the Chairman of the Board of Directors shall be valid unless objected to by a
          majority of the other Directors. Unless the appointing Director, by the
          instrument appointing an Alternate Director or by written notice to the Company,
          limits such appointment to a specified period of time or restricts it to a
          specified meeting or action of the Board of Directors, or otherwise restricts
          its scope, the appointment shall be for an indefinite period and for all
          purposes.

- 18 -

---

---

(b)       
          Any notice given to the Company pursuant to Article 41(a) shall become
          effective on the date fixed therein, or upon the delivery thereof to the
          Company, whichever is later.

(c)       
          An Alternate Director shall have all the rights and obligations of the Director
          who appointed him, provided, however, that he may not in turn appoint an
          alternate for himself, and provided further that an Alternate Director shall
          have no standing at any meeting of the Board of Directors or any committee
          thereof while the Director who appointed him is present at such meeting.

(d)       
          An Alternate Director shall alone be responsible for his own acts and omissions,
          and he shall not be deemed the agent of the Director who appointed him.

(e)       
          The office of an Alternate Director shall be vacated under the circumstances,
          mutatis mutandis, set forth in Article 38, and such office shall
          ipso facto be vacated if the Director who appointed such Alternate
          Director ceases to be a Director.

(f)       
          Notwithstanding Article 41(a), (i) no Person shall be appointed as the Alternate
          Director for more than one Director and (ii) except as otherwise specifically
          permitted by the Companies Law, (A) no External Director may appoint an
          Alternate Director and (B) no Director may serve as an Alternate Director.

# PROCEEDINGS OF THE
BOARD OF DIRECTORS

|42. | Meetings
|--- | --------

(a)       
          The Board of Directors may meet and adjourn its meetings according to the
          Companys needs but at least once in every three (3) months, and otherwise
          regulate such meetings and proceedings as the Directors think fit. Notice of the
          meetings of the Board of Directors shall be sent to each Director at the last
          address that the Director provided to the Company, or via telephone, facsimile
          or e-mail message, to the last telephone number, fax number or e-mail address,
          as applicable, that the Director provided to the Company.

(b)       
          Any two (2) Directors may, at any time, convene a meeting of the Board of
          Directors, but not less than seventy-two (72) hours notice shall be given
          of any meeting so convened, provided that the Chairman of the Board of Directors
          or the Vice Chairman of the Board of Directors may convene a meeting of the
          Board of Directors upon not less than twenty-four (24) hours written notice, and
          further provided, that the Board of Directors may convene a meeting without such
          prior notice with the consent of all of the Directors who are lawfully entitled
          to participate in and vote at such meeting (as conclusively determined by the
          Secretary or General Counsel, and in the absence of such determination, by the
          Chairman of the Audit Committee). The notice of a meeting of the Board of
          Directors shall describe the agenda for such meeting in reasonable detail, as
          determined by those convening such meeting. The failure to give notice to a
          Director in the manner required hereby may be waived by such Director.

- 19 -

---

---

|43. | Quorum
|--- | ------

Unless
otherwise unanimously decided by the Board of Directors, a quorum at a meeting of the
Board of Directors shall be constituted by the presence in person or by any other means of
communication by which the Directors may hear each other simultaneously, of at least a
majority of the Directors then in office who are lawfully entitled to participate in the
meeting and vote thereon (as conclusively determined by the Secretary or General Counsel,
and in the absence of such determination, by the Chairman of the Audit Committee). No
business shall be transacted at a meeting of the Board of Directors unless the requisite
quorum is present as aforesaid.

|44. | Chairman
of the Board of Directors
|--- | ----------------------------------

(a)       
          The Board of Directors may from time to time elect one of its members to be the
          Chairman of the Board of Directors, remove such Chairman from office and appoint
          another in his place.

(b)       
          The Chairman, if any, of the Board of Directors shall preside at every meeting
          of the Board of Directors, but if there is no such Chairman, or if at any
          meeting he is not present within fifteen (15) minutes after the time fixed for
          the meeting, or is unwilling to act as Chairman or has notified the Company that
          he will not attend such meeting, the Directors present shall choose one of their
          number to be the Chairman of such meeting. The office of Chairman shall not, by
          itself, entitle the holder thereof to vote at any meeting of the Board of
          Directors nor shall it entitle such holder to a second or casting vote (without
          derogating, however, from the rights of such Chairman to vote as a Director of
          the Company).

|45. | Validity
of Acts Despite Defects
|--- | --------------------------------

Subject
to the provisions of the Companies Law, all acts done bona fide at any meeting of the
Board of Directors, or of a Committee of the Board of Directors, or by any Person(s)
acting as Director(s), shall, notwithstanding that it may afterwards be discovered that
there was some defect in the process or in the appointment of the participants in such
meetings or any of them or any Person(s) acting as aforesaid, or that they or any of them
were disqualified, be as valid as if there were no such defect or disqualification.

# GENERAL MANAGER

|46. | General
Manager
|--- | ---------------

(a)       
          The Board of Directors may from time to time appoint one or more Persons,
          whether or not Directors, as general managers (the General
          Manager(s)) of the Company and may confer upon such Person(s), and
          from time to time modify or revoke, such title(s) (including Managing Director,
          President, Chief Executive Officer, Director General or any similar or
          dissimilar title) and such duties and authorities of the Board of Directors as
          the Board of Directors may deem fit, subject to such limitations and
          restrictions as the Board of Directors may from time to time prescribe. Such
          appointment(s) may be either for a fixed term or without any limitation of time,
          and the Board of Directors may from time to time (subject to the provisions of
          the Companies Law and of any contract between any such Person and the Company)
          fix his or their compensation terms, remove or dismiss him or them from office,
          or assume his or their authorities with respect to a specific matter or period
          of time.

- 20 -

---

---

(b)       
          The General Manager shall have the authority, in his discretion, to appoint any
          Person to become an Office Holder (other than a Director) and fix his
          remuneration. The General Manager shall have the authority, in his discretion,
          to promote or demote, or to increase or decrease any remuneration of, any other
          Office Holder (other than a Director) who reports directly or indirectly to the
          General Manager, provided that such matter is not considered an Extraordinary
          Transaction. Nothing in this Article 46(b) shall derogate from the authority of
          the Board of Directors.

# MINUTES

|47. | Minutes
|--- | -------

(a)       
          Minutes of each General Meeting and of each meeting of the Board of Directors
          and any Committees thereof shall be recorded and duly entered in books provided
          for that purpose. Such minutes shall, in all events, set forth the names of the
          persons present at the meeting and all resolutions adopted thereat.

(b)       
          Any minutes as aforesaid, if purporting to be signed by the Chairman of the
          meeting, shall constitute prima facieevidence of the matters recorded
          therein.

# DIVIDENDS

|48. | Declaration
and Payment of Dividends
|--- | ------------------------------------

(a)       
          Subject to the Companies Law, the Board of Directors may from time to time
          declare, and cause the Company to pay, such dividend as may appear to the Board
          of Directors to be appropriate. Subject to the Companies Law, the Board of
          Directors shall determine the time for payment of such dividends, and the record
          date for determining the shareholders entitled thereto.

(b)       
          The Companys obligation to pay dividends or any other amount in respect of
          shares, may be set-off by the Company against any indebtedness, however arising,
          liquidated or non-liquidated, of the Person entitled to receive the dividend.
          The provisions contained in this Article shall not prejudice any other right or
          remedy vested with the Company pursuant to these Articles or otherwise.

|49. | Amount
Payable by Way of Dividends
|--- | ----------------------------------

Subject
to the rights of the holders of shares with special rights as to dividends, any dividend
paid by the Company shall be allocated among the shareholders entitled thereto in
proportion to their respective holdings of the shares in respect of which such dividend is
being paid.

- 21 -

---

---

|50. | Interest
|--- | --------

No
dividend shall carry interest as against the Company.

|51. | Form
of Dividend
|--- | ----------------

Upon
the declaration of the Board of Directors, a dividend may be paid, wholly or partly, by
the distribution of cash or specific assets of the Company or by distribution of
securities of the Company or of any other companies, or in any one or more of such ways.

|52. | Retention
of Dividends
|--- | ----------------------

The
Board of Directors may retain any dividend or other moneys payable or property
distributable in respect of a share in respect of which any Person is, under
Articles 17 or 18, entitled to become a shareholder, or which any Person is, under
said Articles, entitled to transfer, until such Person shall become a shareholder in
respect of such share or shall transfer the same.

|53. | Unclaimed
Dividends
|--- | -------------------

All
unclaimed dividends or other moneys payable in respect of a share may be invested or
otherwise made use of by and for the benefit of the Company until claimed. The payment by
the Company of any unclaimed dividend or such other moneys into a separate account shall
not constitute the Company a trustee in respect thereof, and any dividend unclaimed after
a period of seven (7) years from the date of declaration of such dividend, and any such
other moneys unclaimed after a like period from the date the same were payable, shall be
forfeited and shall revert to the Company, provided, however, that the Board of Directors
may, at its discretion, cause the Company to pay any such dividend or such other moneys,
or any part thereof, to a Person who would have been entitled thereto had the same not
reverted to the Company.

# FINANCIAL STATEMENTS

|54. | Financial
Statements
|--- | --------------------

The
Board of Directors shall cause accurate books of account to be kept in accordance with the
provisions of applicable law. Such books of account shall be kept at the Registered Office
of the Company, or at such other place or places as the Board of Directors may think fit,
and they shall always be open to inspection by all Directors. No shareholder, not being a
Director, shall have any right to inspect any account or book or other similar document of
the Company, except as conferred by law or authorized by the Board of Directors or by a
Shareholders Resolution. The Company shall not be required to send copies of its financial
statements to the shareholders.

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# AUDITORS

|55. | Outside
Auditor
|--- | ---------------

The
outside auditor of the Company shall be recommended by the Audit Committee and elected by
Shareholder Resolution at each Annual General Meeting and shall serve until the next
Annual General Meeting or its earlier removal or replacement by Shareholder Resolution.
The Board of Directors shall have the authority to fix, in its discretion, the
remuneration of the auditor for audit and any other services, or to delegate such
authority to the Audit Committee.

|56. | Internal
Auditor
|--- | ----------------

The
internal auditor of the Company shall be subject to the administrative supervision of the
Chairman of the Board of Directors and shall present all its proposed work plans to the
Audit Committee, which shall have the authority to approve them subject to any
modifications in its discretion.

# EXEMPTION, INSURANCE
AND INDEMNITY

|57. | Exemption,
Insurance and Indemnity
|--- | ----------------------------------

| | (a) | Insurance
of Office Holders:
| | --- | ----------------------------

| | i. | The
Company may insure the liability of any Office Holder therein to the fullest
          extent permitted by law.
| | -- | -------------------------------------------------------------------------------------------------------------------

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

| | 1. | A
breach of the duty of care vis-à-vis the Company or vis-à-vis
          another Person;
| | -- | -----------------------------------------------------------------------------------------

| | 2. | A
breach of the duty of loyalty vis-à-vis the Company, provided that the
          Office Holder acted in good faith and had reasonable basis to believe that the
          act would not harm the Company;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | A
monetary obligation imposed on him in favor of another Person.
| | -- | ----------------------------------------------------------------

| | 4. | Any
other matter in respect of which it is permitted or will be permitted under
          applicable law to insure the liability of an Office Holder in the Company.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Indemnity
of Office Holders:
| | --- | ----------------------------

| | i. | The
Company may indemnify an Office Holder therein, retroactively or pursuant to           an
advance undertaking, to the fullest extent permitted by law. Without           derogating
from the aforesaid the Company may indemnify an Office Holder in the           Company
for liability or expense imposed on him in consequence of an action made           by him
in the capacity of his position as an Office Holder in the Company, as           follows:
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | 1. | Any
financial liability he incurs or imposed on him in favor of another Person           in
accordance with a judgment, including a judgment given in a settlement or a
          judgment of an arbitrator, approved by a court.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Reasonable
litigation expenses, including legal fees, incurred by the Office           Holder or
which he was ordered to pay by a court, within the framework of           proceedings
filed against him by or on behalf of the Company, or by a third           party, or in a
criminal proceeding in which he was acquitted, or in a criminal           proceeding in
which he was convicted of a criminal offense which does not           require proof of
criminal intent.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Reasonable
litigation expenses, including legal fees he incurs due to an           investigation or
proceeding conducted against him by an authority authorized to           conduct such an
investigation or proceeding, and which was ended without filing           an indictment
against him and without being subject to a financial obligation as           a substitute
for a criminal proceeding, or that was ended without filing an           indictment
against him, but with the imposition of a financial obligation, as a           substitute
for a criminal proceeding relating to an offence which does not           require proof
of criminal intent, within the meaning of the relevant terms in           the Companies
Law.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii. | Advance
Indemnity The Company may indemnify an Office Holder therein,           except as
provided by applicable law. The Company may give an advance           undertaking to
indemnify an Office Holder therein in respect of the following           matters:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 1. | Matters
as detailed in Article 57(b)(i)(1), provided, however, that the           undertaking is
restricted to events, which in the opinion of the Board of           Directors, are
foreseeable in light of the Companys actual activity at the           time of
granting the obligation to indemnify and is limited to a sum or           measurement
determined by the Board of Directors as reasonable under the           circumstances. The
indemnification undertaking shall specify the events that, in           the opinion of
the Board of Directors are foreseeable in light of the           Companys actual
activity at the time of grant of the indemnification and           the sum or
measurement, which the Board of Directors determined to be reasonable           under the
circumstances;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Matters
as detailed in Article 57(b)(i)(2) and 57(b)(i)(3); and
| | -- | ---------------------------------------------------------------

| | 3. | Any
matter permitted by applicable law.
| | -- | ---------------------------------------

| | iii. | The
aggregate indemnification amount paid pursuant to Article 57(b)(ii) shall           not
exceed the lower of (i) 25% of the shareholders equity of the Company           as
of the date of actual payment by the Company of the indemnification amount           (as
set forth in the Companys most recent consolidated financial           statements
prior to such payment); and (ii) 40 million USD, in excess of any           amounts paid
(if paid) by insurance companies pursuant to insurance policies           maintained by
the Company, with respect to matters covered by such           indemnification.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (c) | Exemption
of Office Holders. The Company may exempt an Office Holder           therein in
advance and retroactively for all or any of his liability for damage           in
consequence of a breach of the duty of care vis-à-vis the Company, to
          the fullest extent permitted by law.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Insurance,
Exemption and Indemnity  General.
| | --- | ---------------------------------------------

| | i. | The
provisions of this Article 57 with regard to insurance, exemption and           indemnity
are not and shall not limit the Company in any way with regard to its           entering
into an insurance contract and/or with regard to the grant of indemnity           and/or
exemption in connection with a person who is not an Office Holder of the
          Company, including employees, contractors or consultants of the Company, all
          subject to any applicable law.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii. | Articles
57(a) through 57(d) shall apply mutatis mutandis in respect of the           grant of
insurance, exemption and/or indemnification for Persons serving on           behalf of
the Company as Office Holders in companies controlled by the Company,           or in
which the Company has an interest.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

# NOTICES

|58. | Notices
|--- | -------

(a)       
          Any written notice or other document may be served by the Company upon any
          shareholder either personally, or by facsimile transmission, or by sending it by
          prepaid mail (airmail or overnight air courier, if being sent from any country
          to a destination outside such country) or electronic mail addressed to such
          shareholder at his address as set forth in the Register of Shareholders or such
          other address as he may have designated in writing for the receipt of notices
          and other documents. Any written notice or other document may be served by any
          shareholder upon the Company by tendering the same in person to the Secretary or
          the General Manager of the Company at the principal office of the Company, or by
          facsimile transmission, or by sending it by prepaid registered mail (airmail or
          overnight air courier if being sent from any country outside Israel) to the
          Company at its registered office. Any such notice or other document shall be
          deemed to have been served (i) in the case of mailing, three (3) days after it
          has been posted, or when actually received by the addressee if sooner than three
          (3) days, after it has been posted; (ii) in the case of overnight air courier,
          on the second business day following the day sent; (iii) in the case of
          personal delivery, on the date such notice was actually tendered in person to
          such shareholder (or to the Secretary or the General Manager); (iv) in the case
          of facsimile transmission, on the date on which the sender receives automatic
          electronic confirmation that such notice was successfully transmitted; or (v) in
          the case of electronic mail, on the date on which the sender receives telephonic
          or written confirmation that such notice was received. If a notice is, in fact,
          received by the addressee, it shall be deemed to have been duly served, when
          received, notwithstanding that it was defectively addressed or failed, in some
          respect, to comply with the provisions of this Article 58(a).

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(b)       
          All notices to be given to the shareholders shall, with respect to any share to
          which Persons are jointly entitled, be given to whichever of such Persons is
          named first in the Register of Shareholders, and any notice so given shall be
          sufficient notice to the holders of such share.

(c)       
          Any shareholder whose address is not specified in the Register of Shareholders,
          and who shall not have designated in writing an address for the receipt of
          notices, shall not be entitled to receive any notice from the Company.

# RIGHTS OF SIGNATURE

|59. | Rights
of Signature
|--- | -------------------

The Board of Directors shall be
entitled to authorize any Person or Persons (who need not be officers or Directors) to act
and sign on behalf of the Company, and the acts and signature of such Person(s) on behalf
of the Company with the Companys stamp or printed name shall bind the Company
insofar as such Person(s) acted and signed within the scope of his or their authority.

# WINDING UP

|60. | Winding
Up
|--- | ----------

(a)       
          Notwithstanding anything to the contrary in these Articles, a Shareholders
          Resolution approved by 75% of the voting shares represented at such meeting in
          person or by proxy is required to approve the voluntary winding up of the
          Company.

(b)       
          If the Company be wound up, liquidated or dissolved, then, subject to applicable
          law and to the rights of the holders of shares with special rights upon winding
          up, if any, the assets of the Company legally available for distribution among
          the shareholders, after payment of all debts and other liabilities of the
          Company, shall be distributed to the shareholders in proportion to the nominal
          value of their respective holdings of the shares in respect of which such
          distribution is being made, provided, however, that if a class of shares has no
          nominal value, then the assets of the Company legally available for distribution
          among the holders of such class shall be distributed to them in proportion of
          their respective holdings of the shares in respect of which such distribution is
          made.

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