---

---

Exhibit 2.1

(GRAPHIC)

ORDINARY SHARES
NUMBER 1902
SHARES
ELBIT MEDICAL IMAGING LTD.
INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK, U.S.A. OR HAIFA, ISRAEL
CUSIP M37605 10 8
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES that
is the owner of
FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF NIS 1.0 EACH
of Elbit MedicalImaging Ltd. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Memorandum of Association and Articles of Association and amendments thereto of the Corporation, to all of which the holder by the acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be issued under the facsimile seal of the Corporation.
Dated:
BY:
BY:
CHAIRMANOF THE BOARD PRESIDENT CORPORATE SECRETARY
AT THE REQUEST OF AND UPON PRESENTATION BY THE HOLDER, THIS CERTIFICATE WILL BE EXCHANGED FOR A HEBREW LANGUAGE SHARE CERTIFICATE.
AMERICAN BANK NOTE COMPANY.
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND REGISTRAR
BY AUTHORIZED SIGNATORY


---

---



ELBIT
MEDICAL IMAGING LTD.

The
Corporation will furnish without charge to each shareholder who so requests a
complete statement of the powers,
designations, preferences and relative participating optional or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request should
be addressed to the Secretary of the Corporation.

The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

|        |   |                                                      |                     |                                |           |               
|------- | - | ---------------------------------------------------- | ------------------- | ------------------------------ | --------- | --------------
|TEN COM |  | as tenants in common                                 | UNIF GIFT MIN ACT  | ______________                 | Custodian | ______________
|        |   |                                                      |                     | (Cust)                         |           | (Minor)       
|TEN ENT |  | as tenants by the
 entireties                        |                     | under
 Uniform Gifts to Minors
|       
|JT TEN  |  | as joint tenants with right
 of survivorship and not |                     | Act ___________________        |          
|        |   | as tenants in common                                 |                     | (State)                        |          

Additional abbreviations may also be used though not in the above list.

|                                                                                                                                     |        |  |                                                                                                                                                                                                     | 
|------------------------------------------------------------------------------------------------------------------------------------ | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|For value received,
 __________________________ hereby sell, assign and transfer unto                                                |        |  | NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever.
|                                                                                                                                     |       
|PLEASE
 INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING
 NUMBER OF ASSIGNEE                                                             |        | 
|                                                                                                                                     |        | 
|                                                                                                                                     |       
|Please print or typewrite name and address including
 postal zip code of assignee                                                    |       
|                                                                                                                                     |       
|                                                                                                                                     |       
|                                                                                                                                     | Shares
|represented by the within
 Certificate, and do hereby irrevocably constitute and appoint___________________                         
|                                                                                                                                     |       
|Attorney to transfer the said shares on the books of
 the within-named Corporation with
 full power of substitution in the premises. |       
|                                                                                                                                     |       
|Dated, _______________________                                                                                                       |        | 
|                                                                                                                                     |        | 
|                                                                                                                                     |        | 

---

---