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LIMITED LIABILITY COMPANY
AND RESTATED ARTICLES OF ASSOCIATION
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 or context.
| "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 Nasus Pharma 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. | |
| "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. | |
| "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. |
Unless otherwise defined in these Articles or required by the context, terms used herein shall have the meaning provided therefor under
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
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 hereof.
Company; Company's Objectives
| (a) | The Company is a Public Company as such term is defined in and as long as it so qualifies under the Companies Law. | |
| (b) | The Company's objectives are to carry on any business, and do any act, which is not prohibited by law. |
Company may donate a reasonable amount of money (in cash or in kind, including the Company's securities), even if the donation
is not within the framework of the company's business considerations, for any purpose that the Board of Directors finds appropriate.
The registered share capital of the Company shall be 50,000,000 Ordinary Shares, no par-value each (the "Ordinary Shares").
The Ordinary Shares shall rank pari passu in all respects.
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.
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).
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.
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 twenty-five percent (25%) of the issued shares of
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 other class.
The Company may, from time to time, by or pursuant to an authorization of a Shareholders' resolution, and subject to applicable
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;
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
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
reduce its share capital in any manner.
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:
determine, as to the holder of shares so consolidated, which issued shares shall be consolidated into shares of a larger, equal or smaller
nominal value per share;
issue, in contemplation of or subsequent to such consolidation or other action, shares sufficient to preclude or remove fractional share
redeem such shares or fractional shares sufficient to preclude or remove fractional share holdings;
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 shares; or
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).
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, CFO 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
Subject to Article 9(a) above, 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.
A share certificate registered in the names of two or more persons shall be delivered to the person first named in the Register of Shareholders
in respect of such co-ownership.
A share certificate which has been defaced, lost or destroyed, may be replaced, and the Company shall issue a new certificate to replace
such defaced, lost or destroyed certificate upon payment of such fee, and upon the furnishing of such evidence of ownership and such
indemnity, as the Board of Directors in its discretion deems fit.
as otherwise provided in these Articles or the Companies Law, the Company shall be entitled to treat the registered holder of each share
as the absolute owner thereof, and accordingly, shall not, except as ordered by a court of competent jurisdiction, or as required by
the Companies Law, be obligated to recognize any equitable or other claim to, or interest in, such share on the part of any other person.
The unissued shares from time to time shall be under the control of the Board of Directors (and to the full extent permitted by law any
Committee (as defined herein) thereof), which shall have the power to issue or otherwise dispose of shares and of securities convertible
or exercisable into or other rights to acquire from the Company to such persons, on such terms and conditions (including inter alia terms
relating to calls set forth in Article 13(f) hereof), and either at par or at a premium, or subject to the provisions of the Companies
Law, at a discount and/or with payment of commission, and at such times, as the Board of Directors (or the Committee, as the case may
be) deems fit, and the power to give to any person the option to acquire from the Company any shares or securities convertible or exercisable
into or other rights to acquire from the Company, either at par or at a premium, or, subject as aforesaid, at a discount and/or with
payment of commission, during such time and for such consideration as the Board of Directors (or the Committee, as the case may be) deems
The Company may at any time and from time to time, subject to the Companies Law, repurchase or finance the purchase of any shares or
other securities issued by the Company, in such manner and under such terms as the Board of Directors shall determine, whether from any