exv10w28xiy



 





Exhibit 10.28(i)




TopSpin Medical, Inc.

(“The Company”)

*




CERTIFICATE No. 1



For 25,000,000 warrants (Series 2), registered in the name of the Registration Company of Bank
Hapoalim Ltd.





	 	1.	 	This Certificate witnesseth that pursuant to the provisions of the Trust Deed of
November 21, 2006, drafted and signed between the Company on the one hand and Hermetic
Trust (1975) Ltd. as trustee, on the other hand (hereinafter: “trust deed”), whereby the
Company shall issue bonds (Series A) (“the bonds”, or “the bonds (Series A)”), where this
warrant constitutes an appendix to and an integral part of them, the Company hereby grants
to the holder of bonds issued pursuant to the trust deed, a quantity of up to 25,000,000
registered warrants (series 2), unlisted, for the purchase of up to 25,000,000 ordinary
            shares of US$ 0.001 par value each of the Company (“warrants (Series 2)”) so that every
allocation of 2 bonds shall entitle the above holder to obtain from the Company, free of
any charge, 1 (one) warrant (Series 2), wherein each warrant (Series 2) entitles the said
holder to acquire one (1) ordinary share of US$ 0.001 par value each of the Company. It is
stipulated for the sake of clarity that the entitledness to obtaining warrants (Series 2)
as aforesaid is confined to the bonds (Series A) allocated for the private placement, to
the exclusion of any bonds (Series A) issued in future, if at all.
	 
	 	2.	 	Every warrant (Series 2) shall entitle its holder to acquire in return for the exercise
price indicated in the supplement to this warrant, (hereinafter: “the warrant (Series 2)
overleaf conditions”) from the Company free of charge











 



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     one ordinary share of the Company of US$ 0.001 par value each (hereinafter: “ the
exercise share”), on any business day except the 12th through 16th
days of every month, during a period starting on the day of the listing for trading at
the stock exchange of the warrants (Series 2) and ending on May 31, 2009 at a cash
exercise price of NIS 0.84, linked to the index.



     3. The exercise rate between the warrant (Series 2) for the exercise share (1:1) and the
exercise price shall be subject to adjustments as stipulated in the warrant (Series 2)
overleaf conditions.



     4. The warrants (Series 2) shall only be listed for reading on the stock exchange
subject to the provisions of the warrant (Series 2) overleaf conditions.



     5. It is stipulated that no exercise of warrants (Series 2) can take place pending the
listing of the warrants (Series 2) for trading on the stock exchange.



     6. This warrant (Series 2) is issued pursuant to and in accordance with the warrant
overleaf conditions.



Signed on November 21, 2006




	 	 	 
	 	 	/s/ Erez Golan       /s/ Eyal Kolka
	 	 	 
	 

	 	Top Spin Medical, Inc.





TRANSFER OF THIS SECURITY DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR


BENEFIT OF U.S. PERSONS IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
PROMULGATED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) RULE 901 THROUGH RULE 905,
AND PRELIMINARY NOTES), PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.











 



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TopSpin Medical, Inc. (“the Company”)




Overleaf Conditions





	1.	 	Definitions
	 
	 	 	The following definitions shall apply to terms used in this Warrant (Series 2):
	 
	 	 	“Bonds” or “Bonds (Series A)”
	 
	 	 	As defined in the trust deed.
	 
	 	 	“Special Resolution”
	 
	 	 	A resolution passed (a) at a general meeting of the holders of warrants (Series 2) at a
majority of at least 75% of the votes participating in the vote.
	 
	 	 	Private Placement Date
	 
	 	 	November 23, 2006
	 
	 	 	Business Day
	 
	 	 	Any day on which the majority of banks in Israel are open for transactions.
	 
	 	 	Commerce Day
	 
	 	 	A day on which transactions are conducted on the stock exchange.
	 
	 	 	Exercise date or Exercise day
	 
	 	 	As defined in art 3.1 hereinbelow.
	 
	 	 	“The Bond Holders”
	 
	 	 	The bond holders (Series A)










 



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	 	 	“The Warrant Holders”
	 
	 	 	The persons whose names appear at the relevant time in the register of warrant (Series 2)
holders, and in the event of a number of joint holders, the joint holder whose name appears
first in the register.
	 
	 	 	Register 
	 
	 	 	The register of warrant (Series 2) holders as indicated in art. 10 below.
	 
	 	 	Trust Deed
	 
	 	 	The trust deed of November 21, 2006, whereby the Company is to issue bonds (Series A) to
the investors.
	 
	 	 	The Stock Exchange
	 
	 	 	The Tel-Aviv Stock Exchange Ltd.
	 
	 	 	The Company Law
	 
	 	 	The Israeli Company Law, 1999






	2.	 	General






	 	2.1	 	Pursuant to the provisions of the trust deed of November 21, 2006,
whereby the Company shall issue the bonds to which this warrant (Series 2) is a
supplement and an integral part thereof, the Company hereby issues to the holders of
bonds issued pursuant to the trust deed a quantity of up to 25,000,000 warrants
(Series 2), registered but unlisted for trading, for the purchase of up to 25,000,000
ordinary shares of $ 0.001 par value each in the Company (“the Series 2 Warrants”), so
that every bond holder holding NIS 2 par value of bonds (Series A) shall be entitled
to obtain from the Company free of charge one (1) warrant (Series 2), wherein each
warrant (Series 2) entitles to the purchase of one (1) ordinary share of $ 0.001 par
value










 



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	 	 	 	of the Company against payment of the exercise price defined hereinbelow.
	 
	 	2.2	 	Every warrant (Series 2) shall entitle its holder to acquire, in return for
the exercise price specified hereinbelow, to acquire one ordinary share of the Company
of $ 0.001 par value (“the exercise price”) on any commerce day except the
12th through 16th day of each month, in the period starting on
the day of listing of the warrants (Series 2) for trading on the stock exchange till
May 31, 2009 (“the exercise period”), at an exercise price in cash of NIS 0.84 linked
to the index (“the exercise price”). In the event of the deadline for exercise of the
warrants falling on a non-commerce day, the said deadline shall be deferred to the
next commerce day.
	 
	 	2.3	 	The exercise ratio between the warrant (Series 2) and the exercise share
(1:1) and the exercise price shall be subject to adjustments as stipulated in art. 4
hereinbelow.
	 
	 	2.4	 	The Company may at any time allocate additional warrants (Series 2) without
restriction, at its sole discretion, without having to seek approval by the warrant
(Seriues 2) holders. The status of the additional warrants (Series 2) from the moment
of their issue shall be the same as that of the offered warrants (Series 2). The
offered warrants (Series 2) and the additional warrants (Series 2) (from the time of
issue) shall constitute a single series to all intents and purposes.










 



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	 	2.5	 	Moreover, the Company may allocate warrants of a different class or other
securities, with or without inherent rights to the purchase of shares of the Company,
on such terms regarding redemption, interest, linkage differential, repayment rank in
case of liquidation and other conditions as the Company may deem fit, regardless of
whether superior, equal or inferior to the terms of the warrants (Series 2), the
Company being under no obligation to seek any approval from the warrant holders
(Series 2).
	 
	 	2.6	 	Listing for Trade on the Stock Exchange
	 
	 	 	 	The warrants (Series 2) are not listed for trading on the stock exchange. The
Company hereby serves notice that it shall make its best efforts and that it
intends to apply all the necessary measures and pass all the necessary resolutions
under law in order to publish a prospectus of the Company not later than six months
from the private placement date, on the basis of which the warrants (Series 2) and
the bonds (Series A) shall be listed for trading on the stock exchange.
	 
	 	 	 	If the prospectus is not published as stated in this art. 2.6, the bonds (Series A)
shall be subjected to anticipated repayment pursuant to art. 2,8 of the trust deed.
The warrants shall expire and become null and void automatically at the time of
such anticipated repayment, whereupon they shall confer no rights whatsoever to
their holders.
	 
	 	 	 	A condition precedent to the obligation of the Company to act for publication of a
prospectus envisaging the listing of the warrants (Series 2) for trading on the
stock exchange as aforesaid is that every










 



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	 	 	 	warrant holder shall provide the Company with such information as shall be
reasonably required by the Company for listing the warrants (Series 2), with regard
to the said holder individually and the warrants (Series 2) held, everything as
required under law, including the US SEC.
	 
	 	 	 	The private placement is taking place in Israel only, not in the USA or to a US
person as defined in Regulation S, issued under the United States Securities Act of
1933 (“Securities Act”). Every buyer of the securities offered under the private
placement has declared that he is not a US person, is not buying the securities
offered under the private placement for any US person and/or person located in the
United States; that he was not staying in the United States when filing an
application for buying the securities offered under the private placement, and that
he is not buying the securities offered under the private placement with an intent
to engage in “distribution” in the United States (according to the definition of
this term as given in the US security laws).
	 
	 	 	 	No person is empowered to act for the sale of the securities offered under the
private placement in the United States.
	 
	 	 	 	The warrants (Series 2) are not registered pursuant to the
	 
	 	 	 	US Securities Act, and the purchasers of warrants (Series 2) are banned from
offering and/or selling them in the USA or to US persons unless registered under
the Securities Act or unless
	 
	 	 	 	there is an exemption from the registration requirements under the Securities Act.
The Company does not undertake to list the warrants (Series 2) for trading under
the Securities Act.










 



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	 	2.7	 	Subject to any other provision of this warrant and any law, the Company
and/or a subsidiary of the Company and/or another corporation controlled by the
Company (“the acquiring corporation”) shall be entitled at any time to buy warrants
(Series 2) from this issue at their sole discretion at such price as they deem fit.
	 
	 	2.8	 	The warrants (Series 2) to be held as aforesaid by the
acquiring corporation shall constitute an asset of the acquiring corporation (and
subject to the foregoing in this article, the acquiring corporation may perform any
operation in connection with the warrants (Series 2), including sale thereof, from
time to time, and if the warrants (Series 2) are listed for trading on the stock
exchange they shall not be stricken off the trading on the stock exchange.
everything subject to the provisions of any law.
	 
	 	2.9	 	Immediately after the date of the private placement, the Company shall act
for registering the warrants (Series 2) in the name of a registration company of one
of the banks in Israel and shall enter then as a non-registered paper at the stock
exchange clearing house that shall provide clearing services for the warrants (Series
2), subject to the proper permits from the Securities Authority and/or the stock
exchange and/or the stock exchange clearing house and/or any other authority for the
purpose of making the registration at the stock exchange clearing house. It is
stipulated that as long as the warrants (Series 2) remain registered as a
non-registered paper there shall be










 



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	 	 	 	no transfers of warrants except with approval by the Company and strictly after the
transferee shall have provided the Company with the details required for listing
the warrants (Series 2) for trading as provided in art. 2.6 above, as well as Form
IRS W-8BEN, everything subject to the foregoing art. 2.6 .






	2.10	 	Linkage Conditions of the Exercise Price
	 
	 	 	Definitions
	 
	 	 	“Consumer Price Index” or “Index”
	 
	 	 	The price index known as the “consumer price index” including fruits and
vegetables, as published by the Central Bureau of Statistics in Israel, including
the said index if published by any other official body or institution superseding
the Central Bureau of Statistics, also including any official index superseding
them, regardless of whether based on the existing index or not. In the event of it
being superseded by any other index published by such body or institution and the
said body or institution not having established the ratio between it and the
superseded index, the said ratio shall be determined by the Central Bureau of
Statistics, and if no such ratio is established the board of the Company shall, in
consultation with economic experts appointed by it, shall determine the ratio
between the other index and the superseded one.
	 
	 	 	“The Known Index” – the last known index.
	 
	 	 	“The Basic Index”  — the index due to October 2006 as published on November 15,
2006.










 



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	 	 	“The exercise index”  —  the index known at the time of exercise of the warrant.
	 
	 	 	The exercise price shall be linked to the consumer price index as follows. If it
shall have become evident at the time of exercise that the exercise index has risen
in relation to the basic index, the exercise price shall be increased in proportion
to the change of the exercise index in relation to the basic index; and in the
event that at the time of exercise the exercise index shall have decreased in
relation to the basic index, the exercise index shall equal the basic index.






	3.	 	Exercise of the Warrants (Series 2)






	 	3.1	 	Subject to completion of the listing of the warrants (Series 2) for trading, every
warrant (Series 2) holder desiring to exercise his right to buy exercise shares by
virtue of the warrants (Series 2) held by him shall do so during the exercise period
by way of submitting an exercise notice to the Company on a form to be established by
the Company to this effect, at the registered office of the Company, and in the event
of an applicant not entered in the register of option holders (non-registered
applicant) – to a stock exchange member through which he holds the warrants, payment
of the exercise price in cash, and return of the allocation letter, as proof of his
eligibility for the exercise. Once sent the exercise notice may not be cancelled or
modified. The person applying for exercise shall, whenever required by the Company to
do so, sign any documents necessary under the provisions of any law for granting the
exercise shares.










 



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	 	 	 	The exercise day or exercise time shall be the day on which an exercise notice is
delivered to the Company in the event of a registered applicant, and in case of
submission of an exercise notice through a stock exchange member by a
non-registered applicant – the day of receipt at the stock exchange clearing house
of the exercise notice for the warrant (Series 2) that meets all of the above
requirements. To this effect, an exercise notice received after 12:00 hrs shall be
deemed to have been received before 12:00 hrs on the following commerce day.
	 
	 	 	 	The applicant shall, whenever required to do so by the Company or the registration
company, sign any additional document as shall be necessary under the provisions of
any law or the incorporation documents of the Company for validating the allocation
of the exercise shares.
	 
	 	 	 	In the event of the applicant having failed to comply with all the conditions for
exercise of the warrant (Series 2), the exercise notice shall be deemed to be null
and void, and the warrants (Series 2) allocation letters and the money attach ed to
the exercise notice shall be returned to the applicant within two(2) business days
from the Company’s ruling that the said notice is null and void.
	 
	 	 	 	An exercise notice may not be cancelled or amended. No right shall be granted to
exercise any fractional warrant (Series 2); however, an allocation letter for an
warrant (Series 2) may be split or transferred as provided in articles 6 and 7 of
this warrant.
	 
	 	 	 	In the event of the deadline for exercise of warrants (Series 2) falling on a
non-commerce day, it shall be extended to the next commerce day.










 



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	 	3.2	 	Stock Exchange Clearing House Regulations on the Timetable for Exercise of
Warrants
	 
	 	 	 	The warrants shall be registered as non-registered paper and after their
listing on the stock exchange, their exercise shall be subject to the following
stock exchange clearing house regulations, subject to the foregoing provisions. The
stock exchange clearing house regulations stipulate as follows.






	 	a.	 	Exercise notices received by 12:00 hrs at the office of a
stock exchange member shall be handed over by the said member to the stock
exchange clearing house not later than 12:00 hrs on the following commerce
day.
	 
	 	b.	 	On receipt of an exercise note from a stock exchange member
by 12:00 hrs, the stock exchange clearing house shall debit the said stock
exchange member with its money equivalent and shall accordingly credit the
registration company not later than 12:00 hrs on the following commerce day
after receiving the said notice.
	 
	 	c.	 	On receiving a credit note pursuant to the foregoing
sub-article (b) by 12:00 hrs, the registration company shall transfer the
exercise notice to the registered office of the Company not later than 12:00
hrs on the following commerce day.
	 
	 	d.	 	Any of the aforementioned notices received after 12:00 hrs on
a commerce day shall be deemed to have been received before 12:00 hrs on the
following commerce day.






Notwithstanding the foregoing, on the exercise deadline – and if the latter is not
a commerce day, then on the following commerce
day –









 



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the stock exchange clearing house members shall submit to the stock exchange
clearing house the final exercise applications by 09:00 hrs. The exercise shall
take place on the same day. A clearing house member who has failed to submit an
application by the said time shall be deemed by the clearing house to have failed
to exercise his right, whereupon the warrant shall expire and become null and void.




	4.	 	Adjustments and Participation in the Issue of Rights, Bonus Shares, and Distribution of
Dividend.






	 	4.1	 	The following provisions shall apply to the warrants (Series 2) from the day of
the private placement to the end of the exercise period in any case of issue of bonus
 shares.






	 	4.1.1	 	In the event of the Company distributing bonus shares the
date of record for the distribution of which is prior to the exercise day, the
exercise shares to which the warrant (Series 2) holder is entitled on exercise
of the warrants (Series 2) and the payment of the exercise price shall be
joined by ordinary shares of the Company for every warrant (Series 2) in the
number to which he would have been entitled as bonus shares if he had
exercised the warrant (Series 2) prior to the day of record for the right to
obtain bonus shares.
	 
	 	 	 	The exercise price of all warrants (Series 2) shall remain unchanged as a
result of the addition of shares as aforesaid, on the condition that the
exercise price shall not be less than the nominal value of the exercise shares and the shares to be so added. The provisions with regard to the
exercise shares shall










 



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	 	 	 	apply also to the shares to be added to the exercise shares, subject to any
necessary changes. In the event of adjustments pursuant to this
sub-article, the applicant shall not be entitled to obtain any fractional
share, and the provisions of article 5 hereinbelow shall apply. This
adjustment method is not subject to change.
	 
	 	4.1.2	 	In the event of the shareholders of the Company being
offered – by way of rights – rights to the purchase of any securities
whatsoever, the number of shares arising from the exercise of the warrants
shall be adjusted to the bonus component of the rights as evident in the ratio
between the share price on the stock exchange on the day of record and the “X
Rights” basic rate. In case of adjustment pursuant to this sub-article, the
applicant shall not be entitled to obtain any fractional share and the
provisions of article 5 hereinbelow shall apply. This adjustment method is not
subject to any change.
	 
	 	 	 	The number of exercise shares due to an warrant (Series 2) holder shall
only be adjusted in case of distribution of bonus shares and rights but not
in the event of any other issues, including an issue to interested parties.
	 
	 	4.1.3	 	If the Company pays dividend to its shareholders,
immediately after the date of record for the right to obtain cash dividend the
exercise price of the outstanding warrants (Series 2) shall be adjusted by
multiplication by the ratio between the basic “ex Dividend” rate and the
closing rate established at the stock exchange for the Company shares on the
day of record for eligibility for dividend. The Company shall announce by an










 



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	 	 	 	immediate report and an announcement to the stock exchange clearing house
the adjusted exercise price not later than the day on which trading with
the “ex dividend” shares begins.






	5.	 	Allocation of Exercise Shares






	 	5.1.1	 	The Company shall proceed as follows with regard to the allocation of
exercise shares. On the first business day after the exercise day the Company
shall, by means of share certificates for applicants directly holding warrants
(Series 2) and for the registration company for holders of warrants (Series 2)
through the registration company, allocate the exercise shares due to them and
after approval of the listing of the exercise shares on the stock exchange, the
Company shall immediately approach the stock exchange with an application for
causing the listing of the exercise shares as speedily as possible thereafter.
	 
	 	5.1.2	 	Whenever required to do so, the applicant shall such additional
document as may be required under the provisions of any law and the Company
guidelines for validating the allocation of the exercise shares. On submission of
the application for exercise of the warrants (Series 2), every applicant shall
declare in writing that he is not exercising the warrants (Series 2) for any US
person and/or person in the US.
	 
	 	5.1.3	 	The applicant shall not be entitled to obtain fractional exercise shares. Any remaining surpluses of exercise shares shall be sold by the trustee to
be appointed by the Company for this purpose at the stock exchange within a period
of one month from the










 



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	 	 	 	allocation date, and the net proceeds, after deduction of the sale expenses and
the relative exercise price, and after deduction of other commissions and
compulsory payments, if any, shall be paid to the entitled person within
fourteen (14) days from the sale date. The Company shall not send checks to the
entitled persons for amounts of less than NIS 50; these can be collected at the
Company office.
	 
	 	5.1.4	 	Immediately after the exercise date, the exercise shares shall be
equal in every way to the ordinary shares of the equity of the Company and shall
entitle their owners to the full amount of dividend in cash or bonus shares, as
well as to every other distribution for which the date of record is from the
exercise date onward.






	6.	 	Transfers
	 
	 	 	The allocation letters for warrants (Series 2) are transferable subject to
submission of appropriate transfer deeds to the Company. The transfer deeds shall be of
the same format as share transfer deeds. The Company shall keep in its registered
office a register containing a list of the holders of warrants (Series 2) registered in
the Company.
	 
	 	 	The articles of association of the Company with regard to the transfer of wholly paid
up shares shall apply, mutatis mutandis, to the transfer of warrant (Series 2)
allocation letters. It is stipulated that as long as the warrants (Series 2) remain as
entered in the non-registered category, any transfer thereof is subject to approval by
the Company, on the condition that the transferee shall have submitted to the Company
the necessary details as required for the listing of the option warrants (Series 2)
for










 



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	 	 	trading, as provided in art. 2.6 hereinabove and in Form W-8BEN, everything subject to
the foregoing art. 2.9.
	 
	7.	 	Splitting of Allocation Letters
	 
	 	 	Any allocation letter on warrant (Series 2) may be split into a number of
allocation letters where the sum total of warrants (Series 2) covered by them equals
the number of warrants (Series 2) included in the allocation letter whose split is
requested. The splitting shall take place on the basis of a splitting application
signed by the registered holder of the respective allocation letter, or his legal
representatives, and it shall be submitted to the Company at its registered office
together with the allocation letter whose splitting is requested. All expenses involved
in the splitting, including stamp tax and other mandatory payments, if any, shall be
paid by the applicant.
	 
	8.	 	Notices
	 
	 	 	Unless expressly provided otherwise in the warrants (Series 2) and except in the
cases where this warrant (Series 2) stipulates otherwise, notices by the Company to the
holders of warrants (Series 2) shall be made in one of the following ways at the
discretion of the Company:
	 
	  8.1	 	By sending a notice by registered mail to the latest address of the holder of
the warrant (Series 2) as entered in the register; and any notice so mailed shall be
deemed to have been delivered to the warrant (Series 2) holder within three business
days from being so mailed. This alternative is only applicable to warrant (Series 2)
holders entered personally in the register, i.e. not by means of the nominee company;
or










 



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	   8.2	 	By an advertisement inserted in two large-distribution Hebrew daily
newspapers. A notice so published shall be deemed to have been delivered on the day of
its publication.






	9.	 	Waivers, Settlements, Changes of the Warrant (Series 2)
	 
	 	 	The Company may, by way of a special resolution by a separate general meeting of the
holders of warrants (Series 2) and in accordance with a resolution by the shareholders of
the Company (passed with an ordinary majority), enter into settlements with the warrant
(Series 2) holders with regard to any right or claim on their part and/or introduce any
amendment, modification or settlement regarding their rights or any other provision
contained in the warrant (Series 2).
	 
	 	 	Notwithstanding the foregoing, the stock exchange regulations rule out any change of the
terms of the warrants (Series 2) with regard to the exercise price, the exercise period,
the linkage conditions and the means established in art. 4 of this warrant, except a change
of the exercise period and/or the exercise price of the warrants in the course of a
settlement or composition pursuant to art. 350 of the Company Law. All the provisions of
the articles of incorporation of the Company with regard to general meetings of the company
shall be regarded as referring to to separate general meetings of warrant (Series 2)
holders as if the warrants (Series 2) constitute a class of shares in the share capital of
the Company; however, the quorum at a meeting of the holders of warrants (Series 2) shall
be at least two (2) warrant (Series 2) holders attending in person or by proxy, holding one
third or more of the existing warrants (Series 2). In the absence of quorum at a deferred
meeting held after notifying the warrant (Series 2) holders of the holding of the deferred
meeting, where it is stated that at least two (2) of the warrant










 



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	 	 	(Series 2) holders who are attending in person or are represented by proxy shall constitute
quorum, two (2) warrant (Series 2) holders attending in person or by proxy shall constitute
quorum at the deferred meeting as aforesaid. Voting at general meetings of the warrants (2)
shall be by ballot only, every warrant entitling to one vote. In this context there shall
be no distinction between persons who are interested parties in the Company and those who
are not. It is stipulated that the quorum for the purpose of holding the general meetings
of the warrant (Series 2) holders for passing a special resolution and in the count of
votes for such special resolution shall not include the votes of warrant (Series 2) holders
who are holders of controlling interest in the Company, companies controlled by holders of
controlling interest in the Company or companies related to the Company according to the
definitions of these terms in the Securities Law, except those of the foregoing who are
investors belonging to the investors named in the First Supplement to the Securities Law
(concerning art. 15(a)(b)(1) of the Securities Law), who is not an investor for himself,
his vote will be counted.
	 
	 	 	The following procedure shall apply to all cases of convening a general meeting of warrant
(Series 2) holders with regard to unregistered holders:
	 
	 	 	Voting at meetings of warrant (Series 2) holders of the Company, pending the issuance of
detailed instructions and/or arrangements in regulations of the stock exchange clearing
house with regard to voting at meetings of companies incorporated outside Israel and issued
at the Tel-Aviv Stock Exchange Ltd.:










 



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	 	 	Warrant holders holding an warrant (Series 2) with a stock exchange member on the date of
record, the said warrant being included among the warrants (Series 2) registered in the
name of the Registration Company of Bank Hapoalim Ltd. (“registration company”) who desire
to vote at a general meeting shall approach the stock exchange member with whom their right
to warrant (Series 2) is registered and request that the stock exchange member act through
the stock exchange clearing house for obtaining a power of attorney from the registration
company in his name or in the name of an authorized person on his behalf.
	 
	 	 	An warrant (Series 2) holder with an warrant (Series 2) in his name held by a stock
exchange member on the date of record may only participate in and vote at the meeting by
presenting such a power of attorney, and he may not prove his ownership or take part in the
vote by presenting a proof of ownership (as defined in the Company Law) from a stock
exchange member on his holdings of warrant (Series 2) on the date of record.
	 
	 	 	The registration company shall approach the stock exchange clearing house with a request to
certify that the approvals of the applications for power of attorney handed over to it as
aforesaid, according to a list of the requested quantity with every clearing house member,
were held on the date of record for the meeting by the clearing house member as indicated
on the list. After receipt of the said certification by the clearing house, the
registration company shall provide the warrant (Series 2) holders with a power of attorney
according to the respective applications, whereby the registration company empowers every
one of the unregistered warrant (Series 2) holders to vote at a general meeting at his sole
discretion with regard to the totality of warrants (Series 2) held by such holder, and also
to note that every one of them is entitled to deliver to the Company, not later than the
time of the










 



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	 	 	meeting, a proxy on its behalf, empowering another person to vote on his behalf.
	 
	 	 	In the event of issue of detailed guidelines and/or instructions as part of the stock
exchange clearing house regulations with regard to voting at meetings of companies
incorporated outside Israel and issuing on the Tel-Aviv stock exchange Ltd., the said
guidelines and/or instructions shall apply subject to adjustment to the laws of the State
of Israel.
	 
	 	 	Voting by proxy and/or appointment letter does not contradict the provisions of US law with
regard to voting at meetings.
	 
	10.	 	Register of Warrant (Series 2) Holders






	 	10.1	 	The Company shall manage in its registered office or shall cause others to do so,
a separate register of warrant (Series 2) holders, where the Company shall indicate
the names and addresses of the warrant (Series 2) holders and the number of warrants
(Series 2) held by them. All ownership transfers with regard to the warrants (Series
2) shall also be entered in the register. The warrant (Series 2) holders shall be
entitled to inspect the register at any reasonable time subject to prior appointment
with the Company.
	 
	 	10.2	 	The Company is under no obligation to enter in the register any notice of
express, implied or assumed trusteeship, or any mortgage or lien, or any equitable
right, claim, offsetting or any other right in connection with the warrants (Series
2). The Company shall only recognize the ownership of the person whose name appears on
the warrants (Series 2) on the condition that his legal inheritors, the










 



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	 	 	 	administrators of the estate or the executors of the will of the entered person and
any person entitled to the warrants (Series 2) following bankruptcy (and in case of
a corporation – liquidation or winding up) of any registered owner shall be
entitled to be registered as their owner after submitting proof that in the opinion
of the Company managers is sufficient to demonstrate his right to be registered as
the owner of the said warrants (Series 2).
	 
	 	10.3	 	The Company may close the register from time to time for a period or periods
not exceeding an aggregate of thirty days annually.






	11.	 	General Provisions






	 	11.1	 	The warrant (Series 2) holders hereby acknowledge on receiving this warrant
(Series 2) that pursuant to the Securities Law, 1968, and art. 5 of the Securities
Regulations (Details Concerning Articles 15a through 15c of the Law), 2000, there
exist restrictions on the resale of warrants (Series 2) of the exercise shares until
the date of their listing at the stock exchange, and on receiving the warrants (Series
2) they undertake to comply with all of these restrictions as stipulated by law.
	 
	 	11.2	 	Meetings of the warrant (Series 2) holders shall be held as stated in the
Third Supplement enclosed with the trust deed, mutatis mutandis.
	 
	 	11.3	 	The competent courts of Tel-Aviv Jaffa shall have sole jurisdiction with
regard to the warrant (Series 2).