Full Press Release Details
THE COMPANIES LAW, 1999
A LIMITED LIABILITY COMPANY
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
As Adopted on June 26, 2025
| "Affiliate" | with respect to any specified person, shall mean, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person. | ||
| "Articles" | shall mean these Amended and Restated 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 implies; | ||
| "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. | ||
| "Company" | shall mean SciSparc Ltd. | ||
| "Director(s)" | shall mean the member(s) of the Board of Directors holding office at a given time. | ||
| "Economic Competition Law" | shall mean the Israeli Economic Competition Law, 5758-1988 and the regulations promulgated thereunder. | ||
| "Effective Time" | shall mean the effective time of these Articles. | ||
| "External Director(s)" | shall have the meaning provided for such term in the Companies Law. | ||
| "General Meeting" | shall mean an Annual General Meeting or Special General Meeting of the Shareholders (each as defined in Article 23 of these Articles), 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 have the meaning provided for such term in the Companies Law. | ||
| "Ordinary Resolution" | means a resolution adopted at the (Annual or Special) General Meeting by a majority of those voting and without counting the abstaining votes. | ||
| "Securities Law" | shall mean the Israeli Securities Law, 5728-1968, and the regulations promulgated thereunder. | ||
| "Shareholder(s)" | shall mean the shareholder(s) of the Company, at any given time. | ||
| "Stock Exchange" | shall mean the Nasdaq Stock Market or on any other stock exchange on which the Company's ordinary shares are then listed for trading. |
The Company's objectives are
to carry on any business, and do any act, which is not prohibited by law.
The Company may donate a reasonable
amount of money (in cash or in kind, including the Company's securities) to worthy purposes such as the Board of Directors may determine
in its discretion, even if such donations are not made on the basis or within the scope of business considerations of the Company.
(i) consolidate all or any part
of its issued or unissued authorized share capital;
(ii) divide or sub-divide its
Shares (issued or unissued) or any of them 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
(iii) cancel any authorized Shares
which, at the date of the adoption of such resolution, have not been issued to any person nor has the Company made any commitment, including
a conditional commitment, to issue such Shares, and reduce the amount of its share capital by the amount of the Shares so canceled; or
(iv) reduce its share capital
(i) determine, as to the holder
of Shares so consolidated, which issued Shares shall be consolidated;
(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 Shares; or
(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
Share holdings, 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).
Except 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.
If pursuant to the terms of issuance
of any Share, all or any portion of the price thereof shall be payable in installments, every such installment shall be paid to the Company
on the due date thereof by the then registered holder(s) of the Share or the person(s) then entitled thereto.
With the approval of the Board of
Directors, any Shareholder may pay to the Company any amount not yet payable in respect of his or her Shares, and the Board of Directors
may approve the payment by the Company of interest on any such amount until the same would be payable if it had not been paid in advance,
at such rate and time(s) as may be approved by the Board of Directors. The Board of Directors may at any time cause the Company to
repay all or any part of the money so advanced, without premium or penalty. Nothing in this Article 14 shall derogate from the right
of the Board of Directors to make any call for payment before or after receipt by the Company of any such advance.
Upon any sale of a share after forfeiture
or surrender or for enforcing a lien, the Board of Directors may appoint any person to execute an instrument of transfer of the Share
so sold and cause the purchaser's name to be entered in the Register of Shareholders in respect of such Share. The purchaser shall
be registered as the Shareholder and shall not be bound to see to the regularity of the sale proceedings, or to the application of the
proceeds of such sale, and after his or her name has been entered in the Register of Shareholders in respect of such Share, the validity
of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against
the Company exclusively.
The Company may, subject to applicable
law, issue redeemable shares or other securities and redeem the same upon terms and conditions to be set forth in a written agreement
between the Company and the holder of such shares or in their terms of issuance.
No transfer of Shares shall be registered
unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board of Directors or an
officer of the Company to be designated by the Chief Executive Officer) has been submitted to the Company (or its transfer agent), together
with any share certificate(s) and such other evidence of title as the Board of Directors or an officer of the Company to be designated
by the Chief Executive Officer may require. Notwithstanding anything to the contrary herein, Shares registered in the name of The Depository
Trust Company or its nominee shall be transferrable in accordance with the policies and procedures of The Depository Trust Company. Until
the transferee has been registered in the Register of Shareholders in respect of the Shares so transferred, the Company may continue to
regard the transferor as the owner thereof. The Board of Directors, may, from time to time, prescribe a fee for the registration of a
transfer, and may approve other methods of recognizing the transfer of Shares in order to facilitate the trading of the Company's
shares on the Stock Exchange.
The Board of Directors may, in its
discretion to the extent it deems necessary, close the Register of Shareholders of registration of transfers of Shares for a period determined
by the Board of Directors, and no registrations of transfers of Shares shall be made by the Company during any such period during which
the Register of Shareholders is so closed.
Upon the death of a Shareholder, the
Company shall recognize the custodian or administrator of the estate or executor of the will, and in the absence of such, the lawful heirs
of the Shareholder, as the only holders of the right for the Shares of the deceased Shareholder, after receipt of evidence to the entitlement
thereto, as determined by the Board of Directors or an officer of the Company to be designated by the Chief Executive Officer.
Notwithstanding any provision of these
Articles to the contrary, and to allow the Company to determine the Shareholders entitled to notice of or to vote at any General Meeting
or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or grant of any rights, or entitled to
exercise any rights in respect of or to take or be the subject of any other action, the Board of Directors may fix a record date for the
General Meeting, which shall not be more than the maximum period and not less than the minimum period permitted by law. A determination
of Shareholders of record entitled to notice of or to vote at a General Meeting shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned meeting.
A "Derivative Transaction"
means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder
or any of its Affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from
the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect
opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent
of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote
or increase or decrease the voting power of, such Proposing Shareholder, or any of its Affiliates or associates, with respect to any Shares
or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option,
warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right
to dividends, voting agreement, performance-related fee or arrangement to borrow or lend Shares (whether or not subject to payment, settlement, exercise
or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company
held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly,
a general partner or managing member.
The Chairperson of the Board of Directors
shall preside as Chairperson of every General Meeting of the Company. If at any meeting the Chairperson is not present within fifteen
(15) minutes after the time fixed for holding the meeting or is unwilling or unable to act as Chairperson, any of the following may
preside as Chairperson of the meeting (and in the following order): a Director designated by the Board of Directors, the Chief Executive