File No. 333-197509
The Bank of New York
Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies that _________________________________________,
or registered assigns IS THE OWNER OF _____________________________
representing deposited ordinary shares
(herein called “Shares”) of SciSparc Ltd., incorporated under the laws of the State of Israel (herein called the “Company”).
At the date hereof, each American Depositary Share represents one Share 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 and its principal executive office are located at 240 Greenwich Street, New York, N.Y.
10286.
240 GREENWICH STREET, NEW YORK, N.Y. 10286
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 March 21, 2017, as amended (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.
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.
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.
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.
If any tax or other
governmental charge shall become payable with respect to any American Depositary Shares or any Deposited Securities represented
by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary
may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by
those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell
for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares, and may
apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge
and the Owner shall remain liable for any deficiency.
Every 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.
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.
The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally
on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement,
(3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses
as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a
fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant
to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or
6.2 of the Deposit Agreement, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution
made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a
fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the
fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of
the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities
are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per
American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9
below, and (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents
of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed
against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall
be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one
or more cash dividends or other cash distributions).
The Depositary may
collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees.
The Depositary,
subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary
Shares.
From time to time,
the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Holders, or waive
fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance
of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers,
dealers or other service providers that are affiliates of the Depositary and that may earn or share fees and commissions.
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.
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.
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.
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11.
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REPORTS; INSPECTION OF TRANSFER BOOKS.
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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.
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.
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12.
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DIVIDENDS AND DISTRIBUTIONS.
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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.
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.
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.
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14.
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CONVERSION OF FOREIGN CURRENCY.
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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.
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.
Whenever any cash
dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders
of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that
are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient, the Depositary
shall fix a record date which shall be the same as, or as near as practicable to, any corresponding record date fixed by the Company
with respect to the Deposited Securities (a) for the determination of the Owners who shall be (i) entitled to receive such dividend,
distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise of voting rights
at any such meeting or (iii) responsible for any fee assessed by the Depositary pursuant to the Deposit Agreement, or (b) on
or after which each American Depositary Share will represent the changed number of Shares, subject to the provisions of the Deposit
Agreement.
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16.
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VOTING OF DEPOSITED SECURITIES.
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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.
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.
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17.
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CHANGES AFFECTING DEPOSITED SECURITIES.
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Upon any change
in nominal value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon
any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party,
or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall
be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities
shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent,
in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional
Receipts are delivered pursuant to the following sentence. In any such case the Depositary may deliver additional American Depositary
Shares as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.
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18.
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LIABILITY OF THE COMPANY AND DEPOSITARY.
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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.
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RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.
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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.
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.
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21.
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TERMINATION OF DEPOSIT AGREEMENT.
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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.
If (A) the Shares
are eligible for settlement through DTC, (B) the Company has engaged a U.S.-registered transfer agent with respect to the Shares,
and (C) there are no Deposited Securities other than Shares, then, upon the written request of the Company, the Depositary shall
call for surrender of all the American Depositary Shares to be exchanged on a mandatory basis on the date agreed to by the Company
and Depositary. Upon surrenders of American Depositary Shares pursuant to that call, the Depositary shall deliver Shares as provided
in Section 2.5 of the Deposit Agreement, and the Deposit Agreement shall terminate on the date specified for that mandatory exchange.
On and after the
date of termination, the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment
of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.5, and (c) payment of any
applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities
represented by those American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of termination,
the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution
of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement,
except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall
sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together
with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other
property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary for the surrender
of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with
the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration
of four months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement
and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder,
unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that have
not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds.
After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account
for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary
Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions
of the Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit Agreement, the
Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary with
respect to indemnification, charges, and expenses.
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22.
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DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.
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(a) Notwithstanding
the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance
thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated
American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled
thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct
the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary
Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register
such transfer.
(b) In
connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the
Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf
of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on
behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions
of Sections 5.3 and 5.8 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree
that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System
and in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.
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23.
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SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.
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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.
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24.
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DISCLOSURE OF BENEFICIAL OWNERSHIP.
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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.