Exhibit 4.2


 


 





 






 


THERAPIX BIOSCIENCES LTD.


 


AND


 


THE BANK OF NEW YORK MELLON


 


As Depositary


 


AND


 


OWNERS AND HOLDERS OF AMERICAN DEPOSITARY
SHARES


 


Amended and Restated Deposit Agreement


 


Dated as of March 21, 2017


  





 






  




     


     


    

 


AMENDED AND RESTATED DEPOSIT AGREEMENT


 


AMENDED AND RESTATED
DEPOSIT AGREEMENT dated as of March 21, 2017, among THERAPIX BIOSCIENCES LTD., a company incorporated under the laws of the State
of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary),
and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.


 


W I T N E S S E T H:


 


WHEREAS, the Company
and the Depositary entered into a deposit agreement dated as of July 31, 2014 (the “Prior Deposit Agreement”) for the
purposes stated in that agreement;


 


WHEREAS, the Company
and the Depositary now wish to amend the Prior Deposit Agreement and the form of Receipt to reflect that the American Depositary
Shares are listed on the NASDAQ Capital Market and the Company has become a reporting company under the Securities Exchange Act
of 1934, as amended, and to provide additional disclosure language regarding the conversion of foreign currency;


 


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


 


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


 


NOW, THEREFORE, in consideration
of the premises, it is agreed by and between the parties hereto that the Prior Deposit Agreement is hereby amended and restated
as follows:


 


ARTICLE 1. DEFINITIONS


 


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


 


SECTION 1.1
American Depositary Shares.


 


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


 


SECTION 1.2
Commission.


 


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


 


SECTION 1.3
Company.


 


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


 


SECTION 1.4
Custodian.


 


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


 






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SECTION 1.5
Deliver; Surrender.


 


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


 


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


 


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


 


SECTION 1.6
Deposit Agreement.


 


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


 


SECTION 1.7
Depositary; Corporate Trust Office.


 


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


 


SECTION 1.8
Deposited Securities.


 


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


 


SECTION 1.9
Dollars.


 


The term “Dollars”
shall mean United States dollars.


 


SECTION 1.10
DTC.


 


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


 


SECTION 1.11
Foreign Registrar.


 


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


 


SECTION 1.12
Holder.


 


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


 


SECTION 1.13
Owner.


 


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


 






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SECTION 1.14
Receipts.


 


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


 


SECTION 1.15
Registrar.


 


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


 


SECTION 1.16
Restricted Securities.


 


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


 


SECTION 1.17
Securities Act of 1933.


 


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


 


SECTION 1.18
Shares.


 


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


 


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


 


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


 


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


 


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


 


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


 






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SECTION 2.2
Deposit of Shares.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.3
Delivery of American Depositary Shares.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


SECTION 2.7
Lost Receipts, etc.


 


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


 


SECTION 2.8
Cancellation and Destruction of Surrendered Receipts.


 


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


 


SECTION 2.9
Pre-Release of American Depositary Shares.


 


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


 


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


 


SECTION 2.10
Maintenance of Records


 


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


 


SECTION 2.11
DTC Direct Registration System and Profile Modification System.


 


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


 


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


 






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


 


SECTION 3.1
Filing Proofs, Certificates and Other Information.


 


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


 


SECTION 3.2
Liability of Owner for Taxes.


 


If any tax or other governmental
charge shall become payable by the Custodian or the Depositary with respect to any American Depositary Shares or any Deposited
Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner of
such American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary
Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until such payment is made, and
may withhold any dividends or other distributions, or may sell for the account of the Owner thereof any part or all of the Deposited
Securities represented by those American Depositary Shares, and may apply such dividends or other distributions or the proceeds
of any such sale in payment of such tax or other governmental charge and the Owner of such American Depositary Shares shall remain
liable for any deficiency.


 


SECTION 3.3
Warranties on Deposit of Shares.


 


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


 


SECTION 3.4
Disclosure of Beneficial Ownership


 


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


 


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


 


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


 






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ARTICLE 4. THE DEPOSITED SECURITIES


 


SECTION 4.1
Cash Distributions.


 


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


 


SECTION 4.2
Distributions Other Than Cash, Shares or Rights.


 


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


 


SECTION 4.3
Distributions in Shares.


 


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


 


SECTION 4.4
Rights.


 


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


 






    9


     


    

 


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


 


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


 


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


 


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


 


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


 


SECTION 4.5 Conversion
of Foreign Currency.


 


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


 


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


 


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


 


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


 






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The Depositary may convert
currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor,
broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it
will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned
to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives when buying
or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained
in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at the time or that
the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s obligations
under Section 5.3. The methodology used to determine exchange rates used in currency conversions is available upon request.


 


SECTION 4.6 Fixing
of Record Date.


 


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


 


SECTION 4.7 Voting
of Deposited Securities.


 


Upon receipt from the
Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if
requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the
form of which notice shall be approved by the Company in advance, such approval not to be unreasonably withheld, which shall contain
(a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received
by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will
be entitled, subject to any applicable provision of Israeli law and of the articles of association or similar documents of the
Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other
Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such
instructions may be given. Upon the written request of an Owner of American Depositary Shares on such record date, received on
or before the date established by the Depositary for such purpose, the Depositary shall endeavor, in so far as practicable, to
vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in
accordance with the instructions set forth in such request.


 


The Depositary shall
not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under
this Section 4.7 and complied with the second following paragraph and (ii) no instructions are received by the Depositary from
an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the date established by
the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to give a discretionary
proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities represented by that
amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated by the Company
to vote that amount of Deposited Securities as to that matter, except that no such instruction shall be deemed given and
no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company
agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such
proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares.


 


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


 


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


 


SECTION 4.8 Changes
Affecting Deposited Securities.


 


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


 






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SECTION 4.9 Reports.


 


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


 


SECTION 4.10 Lists
of Owners.


 


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


 


SECTION 4.11 Withholding.


 


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


 


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


 


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


 


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


 


ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS
AND THE COMPANY


 


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


 


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


 


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


 


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


 


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


 






    12


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Depositary shall
not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that
in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence
or bad faith while it acted as Depositary.


 


Neither the Depositary
nor the Company shall be liable for the acts or omissions of any securities depository, clearing agency or settlement system in
connection with or arising out of book-entry settlement of Deposited Securities or otherwise.


 


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


 


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


 


SECTION 5.4 Resignation
and Removal of the Depositary.


 


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


 






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


 


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


 


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


 


SECTION 5.5 The
Custodians.


 


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


 


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


 


SECTION 5.6 Notices
and Reports.


 


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


 


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


 


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


 


SECTION 5.7 Distribution
of Additional Shares, Rights, etc.


 


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


 






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


 


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


 


SECTION 5.8 Indemnification.


 


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


 


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


 


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


 


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


 






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SECTION 5.9 Charges
of Depositary.


 


The Company agrees to
pay the fees and out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with agreements in writing
entered into between the Depositary and the Company from time to time.


 


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


 


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


 


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


 


SECTION 5.10 Retention
of Depositary Documents.


 


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


 


SECTION 5.11 Exclusivity.


 


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


 


SECTION 5.12 List
of Restricted Securities Owners.


 


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


 


ARTICLE 6. AMENDMENT AND TERMINATION


 


SECTION 6.1 Amendment.


 


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


 






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SECTION 6.2 Termination.


 


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


 


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


 


ARTICLE 7. MISCELLANEOUS


 


SECTION 7.1 Counterparts;
Signatures


 


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


 


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


 


SECTION 7.2 No
Third Party Beneficiaries.


 


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


 


SECTION 7.3 Severability.


 


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


 


SECTION 7.4 Owners
and Holders as Parties; Binding Effect.


 


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


 






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SECTION 7.5 Notices.


 


Any and all notices to
be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to Therapix Biosciences Ltd., Einstein Street 18, Weizmann Science Park, Ness-Ziona,
74140, Israel, Attention: Dr. Elran Haber, or any other place to which the Company may have transferred its principal office with
notice to the Depositary.


 


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


 


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


 


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


 


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


 


The Company hereby (i) irrevocably
designates and appoints Weinberg Dalyo Inc., 21 Sparrow Circle, White Plains, NY 10605, as the Company's authorized agent upon
which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American
Depositary Shares, the Receipts or this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal
court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process
upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.
The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of
its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such
documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long
as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company
fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process
upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed
to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days
after the same shall have been so mailed.


 


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


 


SECTION 7.7 Waiver
of Immunities.


 


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


 


SECTION 7.8 Governing
Law.


 


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


 




    18


     


    

 


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


 





	 	THERAPIX BIOSCIENCES LTD.
	 	 	 
	 	By:	/s/ Elran Haber
	 	Name:	Elran Haber
	 	Title:	Chief Executive Officer
	 	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	as Depositary
	 	 	 
	 	By:	 /s/ Slawomir Soltowski
	 	Name:	Slawomir Soltowski
	 	Title:	Managing Director










 




    19


     


    

 


EXHIBIT A


 


AMERICAN DEPOSITARY SHARES


(Each American Depositary Share
represents


Forty (40) deposited Shares)


 


THE BANK OF NEW YORK MELLON


AMERICAN DEPOSITARY RECEIPT


FOR ORDINARY SHARES, OF


THERAPIX BIOSCIENCES LTD.


(INCORPORATED UNDER THE LAWS OF ISRAEL)


 


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


 


AMERICAN DEPOSITARY SHARES


 


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


 


THE DEPOSITARY'S CORPORATE TRUST OFFICE
ADDRESS IS


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


 




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		1.	THE
DEPOSIT AGREEMENT.


 


This American Depositary
Receipt is one of an issue (herein called "Receipts"), all issued and to be issued upon the terms and conditions set
forth in the Amended and Restated Deposit Agreement, dated as of ____________, 2016 (herein called the "Deposit Agreement"),
by and among the Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder,
each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions
thereof. The Deposit Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary in respect
of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of
such Shares and held thereunder (such Shares, securities, property, and cash are herein called "Deposited Securities").
Copies of the Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York City and at the office of the
Custodian.


 


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


 


		2.	SURRENDER
OF RECEIPTS AND WITHDRAWAL OF SHARES.


 


Upon surrender at the
Corporate Trust Office of the Depositary of American Depositary Shares for the purpose of withdrawal of the Deposited Securities
represented thereby, and upon payment of the fee of the Depositary for the surrender of American Depositary Shares as provided
in this Receipt and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the
Deposited Securities, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary
Shares is entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those
American Depositary Shares. Delivery of such Deposited Securities may be made, without unreasonable delay, by the delivery of (a)
certificates or account transfer in the name of the Owner hereof or as ordered by him, with proper endorsement or accompanied by
proper instruments or instructions of transfer and (b) any other securities, property and cash to which such Owner is then entitled
in respect of this Receipt. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian
or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited
Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.


 


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


 


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


 


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


 






    21


     


    

 


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


 


		4.	LIABILITY
OF OWNER FOR TAXES.


 


If any tax or other
governmental charge shall become payable with respect to any American Depositary Shares or any Deposited Securities represented
by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary
may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by
those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell
for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares, and may
apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge
and the Owner shall remain liable for any deficiency.


 


		5.	WARRANTIES
ON DEPOSIT OF SHARES.


 


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


 


		6.	FILING
PROOFS, CERTIFICATES, AND OTHER INFORMATION.


 


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


 


		7.	CHARGES
OF DEPOSITARY.


 


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


 






    22


     


    

 


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


 


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


 


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


 


		8.	PRE-RELEASE
OF RECEIPTS.


 


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


 


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


 


		9.	TITLE
TO RECEIPTS.


 


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


 


		10.	VALIDITY
OF RECEIPT.


 


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


 


		11.	REPORTS;
INSPECTION OF TRANSFER BOOKS.


 


The Company is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission. Those reports will be available for inspection and copying through the Commission's EDGAR system
or at public reference facilities maintained by the Commission in Washington, D.C.


 






    23


     


    

 


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


 


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


 


		12.	DIVIDENDS
AND DISTRIBUTIONS.


 


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


 


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


 


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


 


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


 






    24


     


    

 


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


 


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


 


		13.	RIGHTS.


 


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


 


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


 


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


 


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


 


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


 


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


 


		14.	CONVERSION
OF FOREIGN CURRENCY.


 


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






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


 


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


 


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


 


The Depositary may
convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as
agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction
spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange
rate assigned to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives
when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used
or obtained in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at the
time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s
obligations under Section 5.3. The methodology used to determine exchange rates used in currency conversions is available upon
request.


 


		15.	RECORD
DATES.


 


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


 


		16.	VOTING
OF DEPOSITED SECURITIES.


 


Upon receipt from the
Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if
requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the
form of which notice shall be approved by the Company in advance, such approval not to be unreasonably withheld, which shall contain
(a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received
by the Depositary from the Company, (b) a statement that the Owners as of the close of business on a specified record date will
be entitled, subject to any applicable provision of Israeli law and of the articles of association or similar documents of the
Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other
Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such
instructions may be given. Upon the written request of an Owner of American Depositary Shares on such record date, received on
or before the date established by the Depositary for such purpose, the Depositary shall endeavor, in so far as practicable, to
vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in
accordance with the instructions set forth in such request.


 


The Depositary shall
not itself exercise any voting discretion over any Deposited Securities. If (i) the Company instructed the Depositary to act under
Section 4.7 of the Deposit Agreement and complied with the second following paragraph and (ii) no instructions are received by
the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the
date established by the Depositary for such purpose, the Depositary shall deem that Owner to have instructed the Depositary to
give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of Deposited Securities
represented by that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person designated
by the Company to vote that amount of Deposited Securities as to that matter, except that no such instruction shall be deemed
given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary
(and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company
does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights
of holders of Shares.


 






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


 


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


 


		17.	CHANGES
AFFECTING DEPOSITED SECURITIES.


 


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


 


		18.	LIABILITY
OF THE COMPANY AND DEPOSITARY.


 


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


 


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


 






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


 


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


 


		20.	AMENDMENT.


 


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


 


	 	21.	TERMINATION OF DEPOSIT AGREEMENT.


 


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


 


		22.	DTC
DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.


 


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


 






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


 


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


 


In the Deposit Agreement,
the Company has (i) appointed Weinberg Dalyo Inc., 21 Sparrow Circle, White Plains, NY 10605, as the Company's authorized agent
upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the
American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal
court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process
upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.


 


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


  


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


 


		24.	DISCLOSURE
OF BENEFICIAL OWNERSHIP.


 


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


 


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


 


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


 


 


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