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THE COMPANIES LAW, 1999
A LIMITED LIABILITY COMPANY
ARTICLES OF ASSOCIATION
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
(a) In these Articles, the following
terms (whether or not capitalized) shall bear the meanings set forth opposite to them respectively, unless inconsistent with the subject
| "Articles" | shall mean these Articles of Association, as amended from time to time. | |
| "Board of Directors" | shall mean the Board of Directors of the Company. | |
| "Chairperson" | shall mean the Chairperson of the Board of Directors, or the Chairperson of the General Meeting, as the context provides; | |
| "Company" | shall mean INSPIRA TECHNOLOGIES OXY B.H.N. LTD. | |
| "Companies Law" | shall mean the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder. The Companies Law shall include reference to the Companies Ordinance (New Version), 5743-1983, of the State of Israel, to the extent in effect according to the provisions thereof. | |
| "Director(s)" | shall mean the member(s) of the Board of Directors holding office at any given time, including alternate directors. | |
| "External Director(s)" | shall mean as defined in the Companies Law. | |
| "General Meeting" | shall mean an Annual General Meeting or Special General Meeting of the Shareholders, as the case may be. | |
| "NIS" | shall mean New Israeli Shekels. | |
| "Office" | shall mean the registered office of the Company at any given time. | |
| "Office Holder" or "Officer" | shall mean as defined in the Companies Law. | |
| "RTP Law" | shall mean the Israeli Restrictive Trade Practices Law, 5758-1988. | |
| "Securities Law" | shall mean the Israeli Securities Law, 5728-1968. | |
| "Shareholder(s)" | shall mean the shareholder(s) of the Company, at any given time. | |
| "in writing" or "writing" | shall mean written, printed, photocopied, photographic, typed, sent via email, facsimile or produced by any visible substitute for writing, or partly one and partly another, and signed shall be construed accordingly. |
(b) Unless otherwise defined in these
Articles or required by the context, terms used herein shall have the meaning provided therefor under the Companies Law.
(c) Unless the context shall otherwise
require: words in the singular shall also include the plural, and vice versa; any pronoun shall include the corresponding masculine, feminine
and neuter forms; the words "include", "includes" and "including" shall be deemed to be followed by
the phrase "without limitation"; the words "herein", "hereof" and "hereunder" and words
of similar import refer to these Articles in its entirety and not to any part hereof; all references herein to Articles, Sections or clauses
shall be deemed references to Articles, Sections or clauses of these Articles; any references to any agreement or other instrument or
law, statute or regulation are to it as amended, supplemented or restated, from time to time (and, in the case of any law, to any successor
provisions or re-enactment or modification thereof being in force at the time); any reference to "law" shall include any supranational,
national, federal, state, local, or foreign statute or law and all rules and regulations promulgated thereunder (including, any rules,
regulations or forms prescribed by any governmental authority or securities exchange commission or authority, if and to the extent applicable);
any reference to a "day" or a number of "days" (without any explicit reference otherwise, such as to business
days) shall be interpreted as a reference to a calendar day or number of calendar days; reference to month or year
means according to the Gregorian calendar; any reference to a "company", "corporate body" or "entity"
shall include a, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government
or agency or political subdivision thereof, and reference to a "person" shall mean any of the foregoing or an individual.
(d) The captions in these
Articles are for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision
Company; Company's Objectives
The Company may donate a reasonable
amount of money (in cash or in kind, including the Company's securities) for any purpose that the Board of Directors finds appropriate.
(a) The share capital of the Company
shall consist of 100,000,000 Ordinary Shares, no par value (the "Shares").
(b) The Shares shall rank pari
passu in all respects.
(a) The Company may, from time to time,
by a Shareholders' resolution, whether or not all the shares then authorized have been issued, and whether or not all the shares
theretofore issued have been called up for payment, increase its authorized share capital by the creation of new shares. Any such increase
shall be in such amount and shall be divided into shares of such nominal amounts, and such shares shall confer such rights and preferences,
and shall be subject to such restrictions, as such resolution shall provide.
(b) Except to the extent otherwise provided
in such resolution, any new shares included in the authorized share capital increased as aforesaid shall be subject to all the provisions
of these Articles which are applicable to shares of such class included in the existing share capital without regard to class (and, if
such new shares are of the same class as a class of shares included in the existing share capital, to all of the provisions which are
applicable to shares of such class included in the existing share capital).
(a) If at any time the share capital
of the Company is divided into different classes of shares, the rights attached to any class, unless otherwise provided by the Companies
Law or these Articles, may be modified or cancelled by the Company by a resolution of the General Meeting of the holders of all shares
as one class, without any required separate resolution of any class of shares.
(b) The provisions of these Articles
relating to General Meetings shall, mutatis mutandis, apply to any separate General Meeting of the holders of the shares of
a particular class, it being clarified that the requisite quorum at any such separate General Meeting shall be two or more shareholders
present in person or by proxy and holding not less than 15 percent of the issued shares of such class.
(c) Unless otherwise provided by these
Articles, an increase in the authorized share capital, the creation of a new class of shares, an increase in the authorized share capital
of a class of shares, or the issuance of additional shares thereof out of the authorized and unissued share capital, shall not be deemed,
for purposes of this Article 7, to modify or derogate or cancel the rights attached to previously issued shares of such class or of any
(a) The Company may, from time to time,
by or pursuant to an authorization of a Shareholders' resolution, and subject to applicable law:
(i) consolidate all or any part of its
issued or unissued authorized share capital into shares of a per share nominal value which is larger, equal to or smaller than the per
share nominal value of its existing shares;
(ii) divide or sub-divide its shares (issued
or unissued) or any of them, into shares of smaller or the same nominal value (subject, however, to the provisions of the Companies Law),
and the resolution whereby any share is divided may determine that, as among the holders of the shares resulting from such subdivision,
one or more of the shares may, in contrast to others, have any such preferred or deferred rights or rights of redemption or other special
rights, or be subject to any such restrictions, as the Company may attach to unissued or new shares;
(iii) cancel any shares which, at the
date of the adoption of such resolution, have not been taken or agreed to be taken by any person, and reduce the amount of its share capital
by the amount of the shares so canceled; or
(iv) reduce its share capital in any manner.
(b) With respect to any consolidation
of issued shares and with respect to any other action which may result in fractional shares, the Board of Directors may settle any difficulty
which may arise with regard thereto, as it deems fit, and, in connection with any such consolidation or other action which could result
in fractional shares, may, without limiting its aforesaid power:
(i) determine, as to the holder of shares
so consolidated, which issued shares shall be consolidated into a share of a larger, equal or smaller nominal value per share;
(ii) issue, in contemplation of or subsequent
to such consolidation or other action, shares sufficient to preclude or remove fractional share holdings;
(iii) redeem such shares or fractional
shares sufficient to preclude or remove fractional share holdings;
(iv) round up, round down or round to
the nearest whole number, any fractional shares resulting from the consolidation or from any other action which may result in fractional
(v) cause the transfer of fractional shares
by certain shareholders of the Company to other shareholders thereof so as to most expediently preclude or remove any fractional shareholdings,
and cause the transferees of such fractional shares to pay the transferors thereof the fair value thereof, and the Board of Directors
is hereby authorized to act in connection with such transfer, as agent for the transferors and transferees of any such fractional shares,
with full power of substitution, for the purposes of implementing the provisions of this sub-Article 8(b)(v).
(a) To the extent that the Board of
Directors determines that all shares shall be certificated or, if the Board of Directors does not so determine, to the extent that any
shareholder requests a share certificate, share certificates shall be issued under the corporate seal of the Company or its written, typed
or stamped name and may bear the signature of one Director, the Company's CEO or of any other person or persons authorized therefor
by the Board of Directors. Signatures may be affixed in any mechanical or electronic form, as the Board of Directors may prescribe. For
the avoidance of doubt, any transfer agent designated by the Company may issue share certificates on behalf of the Company even if the
signatories on the share certificate no longer serve in the relevant capacities at the time of such issuance.
(b) Subject to the Article 9(a), each
Shareholder shall be entitled to one numbered certificate for all the shares of any class registered in his name. Each certificate may
also specify the amount paid up thereon. The Company (as determined by an officer of the Company to be designated by the Chief Executive
Officer) shall not refuse a request by a Shareholder to obtain several certificates in place of one certificate, unless such request is,
in the opinion of such officer, unreasonable. Where a Shareholder has sold or transferred some of such Shareholder's shares, such
Shareholder shall be entitled to receive a certificate in respect of such Shareholder's remaining shares, provided that the previous
certificate is delivered to the Company before the issuance of a new certificate.