AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ICECURE MEDICAL LTD. (The "Company") TABLE OF CONTENTS Article Subject Page 1. Preamble 1 2. Public company 2 3. Donations 2 4. Company's objectives 2 5. Limitation of liab

AMENDED AND RESTATED ARTICLES

ICECURE MEDICAL LTD.

Chapter One - General

Annual General Meeting -

A General Meeting of the Company held each calendar year at such time and at such place, either within or out of the State of Israel,

as may be determined by the board of directors, and no later than fifteen (15) months after the last Annual General Meeting.

Articles - The Company's

articles according to its version provided herein or as duly modified, from time to time, whether expressly or under any Law.

Business Day - A day on

which most of the banks in Israel are open for the making of transactions.

Companies Law - The Companies

Law, 5759-1999; or any other provision of Law as may replace it.

Companies Ordinance - The

Companies Ordinance (New Version), 5743-1983, or any provision of Law as may replace it.

Companies Regulations - Regulations

promulgated by virtue of the Companies Law and/or by virtue of the Companies Ordinance.

External Director - a director

appointed and serving in accordance with the provisions of the Companies Law and the regulations promulgated thereunder regarding external

directors, as in force from time to time.

General Meeting - An Annual

General Meeting or Special General Meeting of the Shareholders, as the case may be.

Law - The provisions of

any law applicable in the State of Israel.

Legally Incompetent - One

who has been declared legally incompetent pursuant to the Legal Capacity and Guardianship Law, 5722-1962.

Securities - As defined

in Section 1 of the Securities Law.

Securities Law - The Securities

Law, 5728-1968, or any other provision of Law as may replace it.

Securities Regulations - Regulations

promulgated by virtue of the Securities Law.

Simple Majority - A majority

of more than half of the votes of the shareholders entitled to vote, and who have voted in person or by proxy or by proxy statement, other

Special Geneal Meeting -

All General Meetings other than Annual General Meetings.

Writing - Print and any

other form of the printing of words, including documents transmitted in writing by facsimile, letter, telex, electronic mail, by computer

or by any other electronic means of communication, which creates, or enables the creation of, a copy and/or printout of the document.

Other than the provision of this section,

every word and expression contained herein will have the meaning ascribed to them by the Companies Law, and if they are not ascribed any

meaning by the Companies Law, then the meaning ascribed to them by the Companies Regulations, and if they are not ascribed any such meaning,

then the meaning ascribed to them by the Securities Law, and if they are not ascribed any such meaning, then the meaning ascribed to them

by the Securities Regulations, and if they are not ascribed any such meaning, then the meaning ascribed to them by any other Law, all

provided that such ascribed meaning does not contradict the context wherein such word or expression appears or the purpose of the relevant

provision of these Articles.

If these Articles refer to a provision

of Law, and such provision has been amended or revoked, such provision will be treated as effective and as though it were part of these

Articles, unless, as a result of such amendment or revocation, such provision has no force and effect.

The provisions hereof are intended as

additional stipulation to the provisions prescribed by the Companies Law. In any event where a provision hereof is contrary to what is

permitted under Law, the provisions hereof will be interpreted, as much as possible, in accordance with the provisions of Law.

The Company is a public company.

The Company may make donations even

if the donation is not within the framework of business considerations.

The Company will engage in any legal

occupation, all as set forth in the Company's memorandum.

The liability of each of the Company's

shareholders is limited to the repayment of the full amount which that shareholder undertook to pay for the shares issued to it upon the

Unless provided otherwise regarding

a specific provision hereof, the Company may modify any provision hereof or replace it with another by a resolution adopted by the General

Meeting by Simple Majority.

Chapter Two - The Company's

The board of directors may issue redeemable

Securities, with such rights and subject to such terms, as the board of directors will prescribe.

CERTIFICATE OF TRANSFER

I, _________________, ID / Corporation

Number _______________ (hereinafter: the "Transferor"), of _________________________, transfer to __________________,

ID / Corporation Number _______________ (hereinafter: the "Transferee"), of _________________________, for the amount

of NIS _______ which it paid me, _______ Shares of the type _______________, of a nominal value of NIS ______ each, marked by the numbers

______ through ______, inclusive, of _____________________ Ltd. (hereinafter: the "Company"), and they will be held

by the Transferee, its administrators, guardians and proxies, on the terms on which I held the Share at the time of the signing hereof,

and I, the Transferee, agree to take such Shares on the aforementioned terms and subject to the Company's articles, as it may be

In witness whereof, we have set our

hand, on the ____ day of the month of ____________, _______

A transfer of outstanding Shares in full,

or of Shares on which the Company has a lien or charge, will have no force and effect, unless approved by the board of directors, who

may, at its absolute discretion and without providing any reasons therefor, refuse to register such a transfer.

The board of directors may refuse such

transfer of Shares, and the board of directors may also make such transfer of Shares contingent upon an undertaking by the Transferee,

in such scope and manner as the board of directors may prescribe, to pay the Transferor's obligations for the Shares or the obligations

for which the Company has a lien or charge on the Shares.

The Company will not issue bearer Share

The General Meeting may resolve to take,

at any time, any of the following actions, provided that such resolution of the General Meeting was adopted by Simple Majority.

To increase the Company's registered

Share capital, whether or not all the Shares then registered have been issued. The increased capital will be divided into Shares having

such ordinary rights, preferred rights, deferred rights or other special rights (subject to special rights of an existing class of Shares)

or subject to such terms and conditions with respect to a dividend, the return of capital, voting or other terms, as the General Meeting

has instructed in its resolution to increase the registered capital. All subject to the provisions of Section 46B of the Securities Law,

which provides that the capital of a company whose Shares are first being listed for trade on an exchange will comprise one class of Shares.

To consolidate and redivide its Share

capital, all or part thereof, into Shares of a nominal value higher than the one specified in these Articles. In the event that such consolidation

results in shareholders the consolidation of whose Shares leaves fractional Shares, the board of directors may, if it obtains the approval

of the General Meeting therefor in the resolution to consolidate the capital as aforesaid:

In the event that an action under the

above Paragraphs B or C requires an additional issue of Shares, then the payment therefor will be made in the manner whereby bonus Shares

can be paid for. Such consolidation and subdivision will not be deemed to be a modification of the rights of the Shares which are the

subject of the consolidation and subdivision.