Full Press Release Details
(as amended and restated on
LIMITED LIABILITY COMPANY
| "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 POLYPID 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. |
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.
| "I | of | |||||
| (Name of Shareholder) | (Address of Shareholder) | |||||
| Being a shareholder of POLYPID LTD. hereby appoints | ||||||
| of | ||||||
| (Name of Proxy) | (Address of Proxy) |
as my proxy to vote for me and on my behalf at the General Meeting of the Company to be held on the _day of , ________and at any adjournment(s) thereof.
this day of____ , ________ .
Without derogating from Article
34, the term of office of a Director shall commence as of the date of his appointment or election, or on a later date if so specified
in his appointment or election.
The Board may at any time and
from time to time appoint any person as a Director to fill a vacancy (whether such vacancy is due to a Director no longer serving or due
to the number of Directors serving being less than the maximum number stated in Article 33 hereof). In the event of one or more such vacancies
in the Board of Directors, the continuing Directors may continue to act in every matter, provided, however, that if they number less than
the minimum number provided for pursuant to Article 33 hereof, they may only act in an emergency or to fill the office of director which
has become vacant up to a number equal to the minimum number provided for pursuant to Article 33 hereof. The office of a Director that
was appointed by the Board of Directors to fill any vacancy shall only be for the remaining period of time during which the Director whose
service has ended was filled would have held office, or in case of a vacancy due to the number of Directors serving being less than the
maximum number stated in Article 33 hereof, the Board shall determine at the time of appointment the class pursuant to Article 34 to which
the additional Director shall be assigned.
The office of a Director shall be vacated and he or she
shall be dismissed or removed:
Subject to the provisions of the
Companies Law and these Articles, no Director shall be disqualified by virtue of his office from holding any office or place of profit
in the Company or in any company in which the Company shall be a Shareholder or otherwise interested, or from contracting with the Company
as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company
in which any Director shall be in any way interested, be avoided, nor, other than as required under the Companies Law, shall any Director
be liable to account to the Company for any profit arising from any such office or place of profit or realized by any such contract or
arrangement by reason only of such Director's holding that office or of the fiduciary relations thereby established, but the nature
of his interest, as well as any material fact or document, must be disclosed by him at the meeting of the Board of Directors at which
the contract or arrangement is first considered, if his interest then exists, or, in any other case, at no later than the first meeting
of the Board of Directors after the acquisition of his interest.
PROCEEDINGS OF THE BOARD OF
Until otherwise unanimously decided
by the Board of Directors, a quorum at a meeting of the Board of Directors shall be constituted by the presence in person or by any means
of communication of a majority of the Directors then in office who are lawfully entitled to participate and vote in the meeting. No business
shall be transacted at a meeting of the Board of Directors unless the requisite quorum is present (in person or by any means of communication)
when the meeting proceeds to business.
The Board of Directors shall,
from time to time, elect one of its members to be the Chairperson of the Board of Directors, remove such Chairperson from office and appoint
in his place. The Chairperson of the Board of Directors shall preside at every meeting of the Board of Directors, but if there is no such
Chairperson, or if at any meeting he is not present within fifteen (15) minutes of the time fixed for the meeting or if he is unwilling
to take the chair, the Directors present shall choose one of the Directors present at the meeting to be the Chairperson of such meeting.
The office of Chairperson of the Board of Directors shall not, by itself, entitle the holder to a second or casting vote.
CHIEF EXECUTIVE OFFICER
Any minutes of the General Meeting
or the Board of Directors or any committee thereof, if purporting to be signed by the Chairperson of the General Meeting, the Board or
a committee thereof, as the case may be, or by the Chairperson of the next succeeding General Meeting, meeting of the Board or meeting
of a committee thereof, as the case may be, shall constitute prima facie evidence of the matters recorded therein.
The Board of Directors may from
time declare, and cause the Company to pay, such dividend as may appear to the Board of Directors to be justified by the profits of the
Company and as permitted by the Companies Law. The Board of Directors shall determine the time for payment of such dividends and the record
date for determining the Shareholders entitled thereto.
No dividend shall carry interest as against the Company.
The Board of Directors may determine
that the Company (i) may cause any moneys, investments, or other assets forming part of the undivided profits of the Company, standing
to the credit of a reserve fund, or to the credit of a reserve fund for the redemption of capital, or in the hands of the Company and
available for dividends, or representing premiums received on the issuance of shares and standing to the credit of the share premium account,
to be capitalized and distributed among such of the Shareholders as would be entitled to receive the same if distributed by way of dividend
and in the same proportion, on the footing that they become entitled thereto as capital; and (ii) may cause such distribution or payment
to be accepted by such Shareholders in full satisfaction of their interest in the said capitalized sum.
For the purpose of giving full
effect to any resolution under Article 49, and without derogating from the provisions of Article 51 hereof, the Board of Directors may
settle any difficulty which may arise in regard to the distribution as it thinks expedient, and, in particular, may fix the value for
distribution of any specific assets and may determine that cash payments shall be made to any Shareholders upon the footing of the value
so fixed, or that fractions of less value than a certain determined value may be disregarded in order to adjust the rights of all parties,
and may vest any such cash, shares, debentures, debenture stock or specific assets in trustees upon such trusts for the persons entitled
to the dividend or capitalized fund as may seem expedient to the Board of Directors. Where requisite, a proper contract shall be filed
in accordance with Section 291 of the Companies Law, and the Board of Directors may appoint any person to sign such contract on behalf
of the persons entitled to the dividend or capitalized fund.
All unclaimed dividends or other
moneys payable in respect of a share may be invested or otherwise made use of by the Board of Directors for the benefit of the Company
until claimed. The payment by the Directors of any unclaimed dividend or such other moneys into a separate account shall not constitute
the Company a trustee in respect thereof, and any dividend unclaimed after a period of seven years from the date of declaration of such
dividend, and any such other moneys unclaimed after a like period from the date the same were payable, shall be forfeited and shall revert
to the Company, provided, however, that the Board of Directors may, at its discretion, cause the Company to pay any such dividend or such
other moneys, or any part thereof, to a person who would have been entitled thereto had the same not reverted to the Company. The principal
(and only the principal) of any unclaimed dividend of such other moneys shall be, if claimed, paid to a person entitled thereto.
Any dividend or other moneys payable
in cash in respect of a share may be paid by check or payment order sent through the post to, or left at, the registered address of the
person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint
holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to the joint
holder whose name is registered first in the Register of Shareholders or his bank account or the person who the Company may then recognize
as the owner thereof or entitled thereto under Article 16 or 17 hereof, as applicable, or such person's bank account), or to such person
and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board deems appropriate. Every
such check or warrant or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person
as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall
be a good discharge to the Company.
If two or more persons are registered
as joint holders of any share, or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, any
one of them may give effectual receipts for any dividend or other moneys payable or property distributable in respect of such share.
The Company's books of account
shall be kept at the Office of the Company, or at such other place or places as the Board of Directors may think fit, and they shall always
be open to inspection by all Directors. No Shareholder, not being a Director, shall have any right to inspect any account or book or other
similar document of the Company, except as conferred by law or authorized by the Board of Directors. The Company shall make copies of
its annual financial statements available for inspection by the Shareholders at the principal offices of the Company. The Company shall
not be required to send copies of its annual financial statements to the Shareholders.
The appointment, authorities, rights