Common use of DIVIDEND AND LIQUIDATION PREFERENCE Clause in Contracts

DIVIDEND AND LIQUIDATION PREFERENCE. (a) Upon the happening of any of the following events: (1) any liquidation, dissolution or winding up of the Company, either voluntary or involuntary; or (2) any consolidation, or merger of the Company with or into another corporation following which the shareholders of the Company prior to such transaction do not hold following such transaction more than 50% of the outstanding shares and the voting power of the surviving corporation by virtue of their holdings in the Company prior to such transaction (“Merger”); or (3) any sale or transfer to another corporation of all or substantially all of the assets of the Company, or all or substantially all of the shares in the Company (other than to a wholly owned subsidiary of the Company or to a corporation in which the shareholders of the Company prior to the transaction hold more than 50% of the outstanding voting rights) (“Acquisition”); or (4) any distribution of dividends; (any of the events described in sections (1) to (4) above shall be hereinafter referred to as a “Liquidation Event”) then the amount of declared dividends or any assets of the Company available for distribution in connection with, or the consideration received in, such Liquidation Event (hereinafter referred to as “Distribution Assets”) shall be distributed pursuant to the following order of preference: (b) The holders of the Series BB-3 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an amount per Series BB-3 Preferred Share equal to: (i) the applicable Original Issue Price for each Series BB-3 Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on each such Series BB-3 Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each BB-3 Preferred Share to be calculated from the date of payment to the Company on account of such Series BB-3 Preferred Share until such distribution, less (iv) any amount of dividend preference paid on account of such Series BB-3 Preferred Share until such distribution (the “BB-3 Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution to the holders of the Series BB-3 Preferred Shares pursuant to this subarticle (b), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Series BB-3 Preferred Shares pro-rata in proportion to the preferential amount each such holder is otherwise entitled to receive. (c) Following the payment in full of the BB-3 Preference Amount, the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an amount per each Series BB-1 Preferred Share and per each Series BB-2 Preferred Share equal to: (i) the applicable Original Issue Price for each such share, plus (ii) an amount equal to declared but unpaid dividends on each such share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each such share to be calculated from the date of payment to the Company on account of such share until such distribution, less (iv) any amount of dividend preference paid on account of such share until such distribution (the “BB Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution to the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 Preferred Shares pursuant to this subarticle (c), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 Preferred Shares pro-rata in proportion to the preferential amount each such holder is otherwise entitled to receive. (d) Following the payment in full of the BB-3 Preference Amount and the BB Preference Amount, the holders of the Series AA Preferred Shares and the holders of Ordinary-Preferred Shares shall be entitled to receive prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an aggregate amount equal to the sum of: (i) the Original Issue Price for each Series AA Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on each such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for each outstanding Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account of such Series AA Preferred Share or May 23, 2002 and until such distribution, less (iv) any amount of dividend preference paid on account of such Series AA Preferred Share and each Ordinary-Preferred Share until such distribution (the “Secondary Preference Amount”), such aggregate amount to be distributed among the holders of Series AA Preferred Shares and the holders of Ordinary-Preferred Shares such that: (x) holders of Series AA Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount multiplied by a fraction (the “Multiplier”) the numerator of which is the total number of the then outstanding Series AA Preferred Shares (for the avoidance of doubt, not on an as converted basis) and the denominator of which is such total number of then outstanding Series AA Preferred Shares plus 1.2764 times the total number of the then outstanding Ordinary-Preferred Shares (for the avoidance of doubt, not on an as converted basis) (“AA Secondary Preference Amount”), to be allocated among the holders of Series AA Preferred Shares pro rata, such that for each Series AA Preferred Share held by a holder of Series AA Preferred Shares such holder shall be entitled to an amount equal to the product of the Multiplier multiplied by the sum of: (i) the Original Issue Price for such Series AA Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for such Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account of such Series AA Preferred Share or May 23, 2002 and until such distribution, less (iv) any amount of dividend preference paid on account of such Series AA Preferred Share until such distribution, and (y) the holders of Ordinary Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount minus the AA Secondary Preference Amount, to be allocated among the holders of Ordinary Preferred Shares pro-rata based on the number of Ordinary-Preferred Shares held by them. In the event that, following the payment in full of the BB-3 Preference Amount and the BB Preference Amount, the remaining Distribution Assets are not sufficient for a full payment of the Secondary Preference Amount pursuant to this subarticle (d), then such remaining Distribution Assets shall be distributed among the holders of Series AA Preferred Shares and the holders of Ordinary-Preferred Shares in proportion to the amount they would have been entitled to receive had the Secondary Preference Amount been paid in full. (e) Thereafter, the holders of the Preferred Shares, the holders of the Ordinary-Preferred Shares and the holders of the Ordinary Shares shall be entitled to receive any remaining Distribution Assets available for distribution pro rata based on the number of Ordinary Shares (on an as converted basis) held by any such holder. (f) Notwithstanding the foregoing, if distribution of the Distribution Assets among all shareholders of the Company, pro-rata to the number of shares they hold on an as converted basis, will result in the holders of Series BB-3 Preferred Shares receiving in respect of each Series BB-3 Preferred Share they hold an amount of at least three (3) times the Original Issue Price of the Series BB-3 Preferred Shares, then the provisions of subarticles (b)-(e) above shall not apply and the Distribution Assets shall be distributed among all shareholders of the Company, pro-rata to the number of share they hold, on an as converted basis. (g) In the event of a Merger or an Acquisition in which the shareholders (and not the Company) are the intended recipients of the proceeds resulting therefrom (such as with a sale of shares transaction), no transfer of securities in accordance thereto will be considered valid, unless the provisions of the distribution preferences under this Article 8 shall apply. (h) Whenever the Distribution Assets are in securities or property other than cash, the value of such assets shall be the fair market value of such securities or other property as shall be determined by the Board, or by the liquidator in case of winding up. Such proceeds shall be made payable in US dollars unless any holder of fully paid share elects to receive such distributions in NIS. The NIS equivalent of the dollar value of any distribution shall be determined in accordance with the Representative Rate last published by the Bank of Israel prior to the date of the making of the distribution.

DIVIDEND AND LIQUIDATION PREFERENCE. (a) Upon the happening of any of the following events: (1) any liquidation, dissolution or winding up of the Company, either voluntary or involuntary; or (2) any consolidation, or merger of the Company with or into another corporation following which the shareholders of the Company prior to such transaction do not hold following such transaction more than 50% of the outstanding shares and the voting power of the surviving corporation by virtue of their holdings in the Company prior to such transaction (“Merger”); or (3) any sale or transfer to another corporation of all or substantially all of the assets of the Company, or all or substantially all of the shares in the Company (other than to a wholly owned subsidiary of the Company or to a corporation in which the shareholders of the Company prior to the transaction hold more than 50% of the outstanding voting rights) (“Acquisition”); or (4) any distribution of dividends; (any of the events described in sections (1) to (4) above shall be hereinafter referred to as a “Liquidation Event”) then the amount of declared dividends or any assets of the Company available for distribution in connection with, or the consideration received in, such Liquidation Event (hereinafter referred to as “Distribution Assets”) shall be distributed pursuant to the following order of preference: (b) The holders of the Series BB-3 Preferred Shares and the holders of the Series BB-4 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an amount per each Series BB-3 Preferred Share and per each Series BB-4 Preferred Share equal to: (i) the applicable Original Issue Price for each Series BB-3 Preferred Sharesuch share, plus (ii) an amount equal to declared but unpaid dividends on each such Series BB-3 Preferred Shareshare, plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each BB-3 Preferred Share such share to be calculated from the date of payment to the Company on account of such share, and with respect to the Series BB-3 BB-4 Preferred Share Shares resulting from the conversion provided for in the Amadeus Agreement, from the date of payment of the Conversion Consideration by Amadeus to the Company, until such distribution, less (iv) any amount of dividend preference paid on account of such Series BB-3 Preferred Share share until such distribution (the “BB-3 BB-3/4 Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution a full payment of the BB-3/4 Preference Amount to the holders of the Series BB-3 Preferred Shares and the holders of the Series BB-4 Preferred Shares pursuant to this subarticle (b), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Series BB-3 Preferred Shares and the holders of the Series BB-4 Preferred Shares pro-rata in proportion to the preferential amount each such holder is otherwise entitled to receive. (c) Following the payment in full of the BB-3 BB-3/4 Preference Amount, the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an amount per each Series BB-1 Preferred Share and per each Series BB-2 Preferred Share equal to: (i) the applicable Original Issue Price for each such share, plus (ii) an amount equal to declared but unpaid dividends on each such share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each such share to be calculated from the date of payment to the Company on account of such share until such distribution, less (iv) any amount of dividend preference paid on account of such share until such distribution (the “BB BB-1/2 Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution a full payment of the BB-1/2 Preference Amount to the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 Preferred Shares pursuant to this subarticle (c), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 Preferred Shares pro-rata in proportion to the preferential amount each such holder is otherwise entitled to receive. (d) Following the payment in full of the BB-3 BB-3/4 Preference Amount and the BB BB-1/2 Preference Amount, the holders of the Series AA Preferred Shares and the holders of Ordinary-Preferred Shares shall be entitled to receive prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an aggregate amount per each Series AA Preferred Share equal to the sum ofto: (i) the Original Issue Price for each Series AA Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on each such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for each outstanding Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account of such Series AA Preferred Share or May 23, 2002 and until such distribution, less (iv) any amount of dividend preference paid on account of such Series AA Preferred Share and each Ordinary-Preferred Share until such distribution (the “Secondary AA Preference Amount”), such aggregate amount to be distributed among the holders of Series AA Preferred Shares and the holders of Ordinary-Preferred Shares such that: (x) holders of Series AA Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount multiplied by a fraction (the “Multiplier”) the numerator of which is the total number of the then outstanding Series AA Preferred Shares (for the avoidance of doubt, not on an as converted basis) and the denominator of which is such total number of then outstanding Series AA Preferred Shares plus 1.2764 times the total number of the then outstanding Ordinary-Preferred Shares (for the avoidance of doubt, not on an as converted basis) (“AA Secondary Preference Amount”), to be allocated among the holders of Series AA Preferred Shares pro rata, such that for each Series AA Preferred Share held by a holder of Series AA Preferred Shares such holder shall be entitled to an amount equal to the product of the Multiplier multiplied by the sum of: (i) the Original Issue Price for such Series AA Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for such Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account of such Series AA Preferred Share or May 23, 2002 and until such distribution, less (iv) any amount of dividend preference paid on account of such Series AA Preferred Share until such distribution, and (y) the holders of Ordinary Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount minus the AA Secondary Preference Amount, to be allocated among the holders of Ordinary Preferred Shares pro-rata based on the number of Ordinary-Preferred Shares held by them. In the event that, following the payment in full of the BB-3 BB-3/4 Preference Amount and the BB BB-1/2 Preference Amount, the remaining Distribution Assets are not sufficient for a full payment of the Secondary AA Preference Amount pursuant to this subarticle (d), then such remaining Distribution Assets shall be distributed among the holders of Series AA Preferred Shares and the holders of Ordinarypro-Preferred Shares rata in proportion to the preferential amount they would have been each such holder is otherwise entitled to receive had the Secondary Preference Amount been paid in fullreceive. (e) Thereafter, the holders of the Preferred Shares, the holders of the Ordinary-Preferred Shares and the holders of the Ordinary Shares shall be entitled to receive any remaining Distribution Assets available for distribution pro rata based on the number of Ordinary Shares (on an as converted basis) held by any such holder. (f) Notwithstanding the foregoing, if distribution of the Distribution Assets among all shareholders of the Company, pro-rata to the number of shares they hold on an as converted basis, will result in the holders of Series BB-3 Preferred Shares receiving in respect of each Series BB-3 Preferred Share they hold an amount of at least three (3) times the Original Issue Price of the Series BB-3 Preferred Shares, then the provisions of subarticles (b)-(e) above shall not apply and the Distribution Assets shall be distributed among all shareholders of the Company, pro-rata to the number of share they hold, on an as converted basis. (g) In the event of a Merger or an Acquisition in which the shareholders (and not the Company) are the intended recipients of the proceeds resulting therefrom (such as with a sale of shares transaction), no transfer of securities in accordance thereto will be considered valid, unless the provisions of the distribution preferences under this Article 8 shall apply. (h) Whenever the Distribution Assets are in securities or property other than cash, the value of such assets shall be the fair market value of such securities or other property as shall be determined by the Board, or by the liquidator in case of winding up. Such proceeds shall be made payable in US dollars unless any holder of fully paid share elects to receive such distributions in NIS. The NIS equivalent of the dollar value of any distribution shall be determined in accordance with the Representative Rate last published by the Bank of Israel prior to the date of the making of the distribution.

DIVIDEND AND LIQUIDATION PREFERENCE. (a) Upon the happening of any of the following events: (1) any liquidation, dissolution or winding up of the Company, either voluntary or involuntary; or (2) any consolidation, or merger of the Company with or into another corporation following which the shareholders of the Company prior to such transaction do not hold following such transaction more than 50% of the outstanding shares and the voting power of the surviving corporation by virtue of their holdings in the Company prior to such transaction (“Merger”); or (3) any sale or transfer Transfer to another corporation of all or substantially all of the assets of the Company, or all or substantially all of the shares in the Company (other than to a wholly owned subsidiary of the Company or to a corporation in which the shareholders of the Company prior to the transaction hold more than 50% of the outstanding voting rightsrights by virtue of their holdings in the Company prior to such transaction) (“Acquisition”); or (4) any distribution of dividendsDividends; (any of the events described in sections (1) to (4) above shall be hereinafter referred to as a “Liquidation Event”) then the amount of declared dividends Dividends or any assets of the Company available for distribution in connection with, or the consideration received in, such Liquidation Event (hereinafter referred to as “Distribution Assets”) shall be distributed pursuant to the following order of preference: (b) The holders of the Series BB-3 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an amount per Series BB-3 Preferred Share equal to: (i) the applicable Original Issue Price for each Series BB-3 Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on each such Series BB-3 Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each BB-3 Preferred Share to be calculated from the date of payment to the Company on account of such Series BB-3 Preferred Share until such distribution, less (iv) any amount of dividend preference paid on account of such Series BB-3 Preferred Share until such distribution (the “BB-3 Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution to the holders of the Series BB-3 Preferred Shares pursuant to this subarticle (b), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Series BB-3 Preferred Shares pro-rata in proportion to the preferential amount each such holder is otherwise entitled to receive. (c) Following the payment in full of the BB-3 Preference Amount, the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 A1 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an amount per each Series BB-1 Preferred Share and per each Series BB-2 A1 Preferred Share equal to: (i) Two time (2X) of the applicable Original Issue Price for each such share, plus less (ii) an the aggregate amount equal to declared but unpaid dividends on each such share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each such share to be calculated from the date of payment to the Company on account previously paid in respect of such share until such distributionpursuant to this Article 8(b), less (iv) if any amount of dividend preference paid on account of such share until such distribution (the “BB A1 Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution a full payment of the A1 Preference Amount to the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 A1 Preferred Shares pursuant to this subarticle (cb), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 A1 Preferred Shares pro-rata in proportion to the preferential amount each such holder is would otherwise be entitled to receivereceive had the A1 Preference Amount been paid in full. (dc) Following the payment in full of the BB-3 Preference Amount and the BB A1 Preference Amount, the holders of the Series AA Ordinary Preferred A Shares and the holders of Ordinary-the Ordinary Preferred B Shares shall be entitled to receive receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an aggregate amount per each Ordinary Preferred A Share and per each Ordinary Preferred B Share equal to the sum ofto: (i) the applicable Original Issue Price for each Series AA Preferred Shareof such share, plus less (ii) an the aggregate amount equal to declared but unpaid dividends on each such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for each outstanding Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account previously paid in respect of such Series AA Preferred Share or May 23share pursuant to this Article 8(c), 2002 and until such distribution, less (iv) if any amount of dividend preference paid on account of such Series AA Preferred Share and each Ordinary-Preferred Share until such distribution (the “Secondary Preference Ordinary A/BPreference Amount”), such aggregate amount to be distributed among the holders of Series AA Preferred Shares and the holders of Ordinary-Preferred Shares such that: (x) holders of Series AA Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount multiplied by a fraction (the “Multiplier”) the numerator of which is the total number of the then outstanding Series AA Preferred Shares (for the avoidance of doubt, not on an as converted basis) and the denominator of which is such total number of then outstanding Series AA Preferred Shares plus 1.2764 times the total number of the then outstanding Ordinary-Preferred Shares (for the avoidance of doubt, not on an as converted basis) (“AA Secondary Preference Amount”), to be allocated among the holders of Series AA Preferred Shares pro rata, such that for each Series AA Preferred Share held by a holder of Series AA Preferred Shares such holder shall be entitled to an amount equal to the product of the Multiplier multiplied by the sum of: (i) the Original Issue Price for such Series AA Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for such Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account of such Series AA Preferred Share or May 23, 2002 and until such distribution, less (iv) any amount of dividend preference paid on account of such Series AA Preferred Share until such distribution, and (y) the holders of Ordinary Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount minus the AA Secondary Preference Amount, to be allocated among the holders of Ordinary Preferred Shares pro-rata based on the number of Ordinary-Preferred Shares held by them. In the event that, following that the payment in full of the BB-3 Preference Amount and the BB Preference Amount, the remaining Distribution Assets are not sufficient for a full payment of the Secondary Ordinary A/B Preference Amount to the holders of the Ordinary Preferred A Shares and the holders of the Ordinary Preferred B Shares pursuant to this subarticle (dc), then such remaining Distribution Assets as are available for distribution, shall be distributed among the holders of Series AA the Ordinary Preferred A Shares and the holders of Ordinarythe Ordinary Preferred B Shares pro-Preferred Shares rata in proportion to the preferential amount they each such holder would have been otherwise be entitled to receive in respect of such shares had the Secondary Ordinary A/B Preference Amount been paid in full. Notwithstanding anything to the contrary in these Articles, any change or amendment to the rights attached to the Ordinary Preferred B Shares under this subarticle 8(c) shall require the approval of holders of at least 75% (Seventy Five Percent) of the Ordinary Preferred B Shares, provided that the authorization or issuance of a new class of shares with preferential rights (including preferential rights of dividend and liquidation preferences) or issuance of additional shares of an existing class shall not be deemed a change or amendment in the rights of the Ordinary Preferred B Shares under this subarticle 8(c). (ed) ThereafterFollowing the payment in full of the A1 Preference Amount and the Ordinary A/B Preference Amount, the holders of the Preferred Shares, the holders of the Ordinary-Preferred Shares and the holders of the Ordinary Shares shall be entitled to receive any remaining Distribution Assets available for distribution pro rata based on the number of Ordinary Shares (on an as converted basis) held by any such holder. (f) Notwithstanding the foregoing, if distribution of the Distribution Assets among all shareholders of the Company, pro-rata to the number of shares they hold on an as converted basis, will result in the holders of Series BB-3 Preferred Shares receiving in respect of each Series BB-3 Preferred Share they hold an amount of at least three (3) times the Original Issue Price of the Series BB-3 Preferred Shares, then the provisions of subarticles (b)-(e) above shall not apply and the Distribution Assets shall be distributed among all shareholders of the Company, pro-rata to the number of share they hold, on an as converted basis. (ge) In the event of a Merger or an Acquisition in which the shareholders (and not the Company) are the intended recipients of the proceeds resulting therefrom (such as with a sale of shares transaction), no transfer of securities in accordance thereto will be considered validvalid and the Company will not register or otherwise give effect to such transfer, unless the provisions of the distribution preferences under this Article 8 shall apply. (hf) Whenever the Distribution Assets are in securities or property other than cash, the value of such assets shall be the fair market value of such securities or other property as shall be determined by the Board, or by the liquidator in case of winding up. Such proceeds shall be made payable in US dollars unless any holder of fully paid share elects to receive such distributions in NIS. The NIS equivalent of the dollar value of any distribution shall be determined in accordance with the Representative Rate last published by the Bank of Israel prior to the date of the making of the distribution.

DIVIDEND AND LIQUIDATION PREFERENCE. (a) Upon the happening of any of the following events: (1) any liquidation, dissolution or winding up of the Company, either voluntary or involuntary; or (2) any consolidation, or merger of the Company with or into another corporation following which the shareholders of the Company prior to such transaction do not hold following such transaction more than 50% of the outstanding shares and the voting power of the surviving corporation by virtue of their holdings in the Company prior to such transaction (“Merger”); or (3) any sale or transfer Transfer to another corporation of all or substantially all of the assets of the Company, or all or substantially all of the shares in the Company (other than to a wholly owned subsidiary of the Company or to a corporation in which the shareholders of the Company prior to the transaction hold more than 50% of the outstanding voting rightsrights by virtue of their holdings in the Company prior to such transaction) (“Acquisition”); or (4) any distribution of dividendsDividends; (any of the events described in sections (1) to (4) above shall be hereinafter referred to as a “Liquidation Event”) then the amount of declared dividends Dividends or any assets of the Company available for distribution in connection with, or the consideration received in, such Liquidation Event (hereinafter referred to as “Distribution Assets”) shall be distributed pursuant to the following order of preference: (b) The holders of the Series BB-3 A1 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereofthereof but subject to the provisions of sub-article 8(e) below, an amount per each Series BB-3 A1 Preferred Share equal to: (i) Two time (2X) of the applicable Original Issue Price for each Series BB-3 Preferred Sharesuch share, plus less (ii) an the aggregate amount equal to declared but unpaid dividends on each such Series BB-3 Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each BB-3 Preferred Share to be calculated from the date of payment to the Company on account previously paid in respect of such Series BB-3 Preferred Share until such distributionshare pursuant to this Article 8(b), less (iv) if any amount of dividend preference paid on account of such Series BB-3 Preferred Share until such distribution (the “BB-3 A1 Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution a full payment of the A1 Preference Amount to the holders of the Series BB-3 A1 Preferred Shares pursuant to this subarticle (b), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Ordinary Option Shares and the holders of the Series BB-3 A1 Preferred Shares in accordance with sub-article 8(e) below, and among the holders of the Series A1 Preferred Shares as between themselves, pro-rata in proportion to the preferential amount each such holder is would otherwise be entitled to receivereceive had the A1 Preference Amount been paid in full. (c) Following the payment in full of the BB-3 A1 Preference Amount, the holders of the Series BB-1 Ordinary Preferred A Shares and the holders of the Series BB-2 Ordinary Preferred B Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereofthereof but subject to the provisions of sub-article 8(e) below, an amount per each Series BB-1 Ordinary Preferred A Share and per each Series BB-2 Ordinary Preferred B Share equal to: (i) the applicable Original Issue Price for each of such share, plus less (ii) an the aggregate amount equal to declared but unpaid dividends on each such share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each such share to be calculated from the date of payment to the Company on account previously paid in respect of such share until such distributionpursuant to this Article 8(c), less (iv) if any amount of dividend preference paid on account of such share until such distribution (the “BB Ordinary A/B Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution a full payment of the Ordinary A/B Preference Amount to the holders of the Series BB-1 Ordinary Preferred A Shares and the holders of the Series BB-2 Ordinary Preferred B Shares pursuant to this subarticle sub-article (c), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Series BB-1 Preferred Ordinary Option Shares and the holders of the Series BB-2 Ordinary Preferred A Shares and the holders of the Ordinary Preferred B Shares in accordance with sub-article 8(e) below, and among the holders of the Ordinary Preferred A Shares and the holders of the Ordinary Preferred B Shares as between themselves, pro-rata in proportion to the preferential amount each such holder is would otherwise be entitled to receivereceive in respect of such shares had the Ordinary A/B Preference Amount been paid in full. Notwithstanding anything to the contrary in these Articles, any change or amendment to the rights attached to the Ordinary Preferred B Shares under this sub-article 8(c) shall require the approval of holders of at least 75% (Seventy Five Percent) of the Ordinary Preferred B Shares, provided that the authorization or issuance of a new class of shares with preferential rights (including preferential rights of dividend and liquidation preferences) or issuance of additional shares of an existing class shall not be deemed a change or amendment in the rights of the Ordinary Preferred B Shares under this sub-article 8(c). (d) Following the payment in full of the BB-3 A1 Preference Amount, the Ordinary A/B Preference Amount and the BB Ordinary Option Preference AmountAmount (as defined in sub-article 8(e) below), the holders of the Series AA Preferred Shares and the holders of Ordinary-Preferred Shares shall be entitled to receive prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an aggregate amount equal to the sum of: (i) the Original Issue Price for each Series AA Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on each such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for each outstanding Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account of such Series AA Preferred Share or May 23, 2002 and until such distribution, less (iv) any amount of dividend preference paid on account of such Series AA Preferred Share and each Ordinary-Preferred Share until such distribution (the “Secondary Preference Amount”), such aggregate amount to be distributed among the holders of Series AA Preferred Shares and the holders of Ordinary-Preferred Shares such that: (x) holders of Series AA Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount multiplied by a fraction (the “Multiplier”) the numerator of which is the total number of the then outstanding Series AA Preferred Shares (for the avoidance of doubt, not on an as converted basis) and the denominator of which is such total number of then outstanding Series AA Preferred Shares plus 1.2764 times the total number of the then outstanding Ordinary-Preferred Shares (for the avoidance of doubt, not on an as converted basis) (“AA Secondary Preference Amount”), to be allocated among the holders of Series AA Preferred Shares pro rata, such that for each Series AA Preferred Share held by a holder of Series AA Preferred Shares such holder shall be entitled to an amount equal to the product of the Multiplier multiplied by the sum of: (i) the Original Issue Price for such Series AA Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for such Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account of such Series AA Preferred Share or May 23, 2002 and until such distribution, less (iv) any amount of dividend preference paid on account of such Series AA Preferred Share until such distribution, and (y) the holders of Ordinary Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount minus the AA Secondary Preference Amount, to be allocated among the holders of Ordinary Preferred Shares pro-rata based on the number of Ordinary-Preferred Shares held by them. In the event that, following the payment in full of the BB-3 Preference Amount and the BB Preference Amount, the remaining Distribution Assets are not sufficient for a full payment of the Secondary Preference Amount pursuant to this subarticle (d), then such remaining Distribution Assets shall be distributed among the holders of Series AA Preferred Shares and the holders of Ordinary-Preferred Shares in proportion to the amount they would have been entitled to receive had the Secondary Preference Amount been paid in full. (e) Thereafter, the holders of the Preferred Shares, the holders of the Ordinary-Preferred Shares and the holders of the Ordinary Shares shall be entitled to receive any remaining Distribution Assets available for distribution pro rata based on the number of Ordinary Shares (on an as converted basis) held by any such holder. , provided however that the holders of Ordinary Option Shares shall not receive in the aggregate, under both this sub-article 8(d), sub-articles 8(b) and 8(c) above and sub-article 8(e) below, more than their pro rata portion (f) Notwithstanding the foregoing, if distribution of the Distribution Assets among all shareholders of the Company, pro-rata to the number of shares they hold on an as converted basis) of the Distribution Assets. (e) Notwithstanding the provisions of sub-articles 8(b) and 8(c) above, will result in the holders of Series BB-3 Ordinary Option Shares shall participate, pari passu with the holders of each class of Preferred Shares receiving (and pro rata among themselves, based on the number of Ordinary Option Shares held by any such holder) in the distribution of any Distribution Assets until such time as the preference amounts payable with respect to such Preferred Shares are paid (i.e., the A1 Preference Amount and the Ordinary A/B Preference Amount), in such manner that the holders of Ordinary Option Shares shall receive, pari passu with the distribution to the holders of each Series BB-3 class of Preferred Share they hold an Shares of their preference amount and prior and in preference to any distribution of at least three (3) times the Original Issue Price any of the Series BB-3 Preferred Shares, then assets of the provisions Company to the holders of subarticles (b)-(e) above shall not apply and the Distribution Assets shall be distributed among all shareholders other equity securities of the Company, pro-rata by reason of their ownership thereof, the lower of (i) an amount equals to 10% of the aggregate amount distributed to the number holders of share they holdthe Preferred Shares until such time as their liquidation preferences are paid pursuant to sub-articles 8(b) and 8(c) above (i.e., the A1 Preference Amount and the Ordinary A/B Preference Amount, or (ii) an amount equals to their pro rata portion holdings (on an as converted basis) of the Distribution Assets (the “Ordinary Option Preference Amount”);. For example: (i) if the A1 preference amount is $30,000,000 (Thirty Million US Dollars), the Ordinary A/B preference amount is $20,000,000 (Twenty Million US Dollars), the Ordinary Option Shares constitute 12% of the issued and outstanding share capital of the Company on an as converted basis and there is $75,000,000 (Seventy-Five Million US Dollars) in Distribution Assets, the holders of Series A1 Preferred Shares will receive $30,000,000 (Thirty Million US Dollars), the holders of Ordinary A Preferred Shares and the holders of the holders of Ordinary B Preferred Shares will receive, in the aggregate, $20,000,000 (Twenty Million US Dollars), the holders of Ordinary Option Shares will receive $5,000,000 (Five Million US Dollars) and $20,000,000 (Twenty Million US Dollars) will be distributed among the holders of Preferred Shares and Ordinary Shares, including the Ordinary Option Shares, in accordance with sub-article 8(d) above. or: (ii) if the A1 Preference amount is $30,000,000 (Thirty Million US Dollars), the Ordinary A/B Preference amount is $20,000,000 (Twenty Million US Dollars), the Ordinary Option Shares constitute 12% of the issued and outstanding share capital of the Company on an as converted basis and there is $25,000,000 (Twenty-Five Million US Dollars) in Distribution Assets, the holders of Series A1 Preferred Shares will receive $22,500,000 (Twenty-Two Million, Five Hundred Thousand US Dollars), the holders of Ordinary Option Shares will receive $2,500,000 (Two Million Five Hundred Thousand US Dollars) and the holders of Ordinary A Preferred Shares and the holders of Ordinary B Preferred Shares will receive nothing). Notwithstanding the foregoing, it is hereby clarified that this Sub-Article 8(e) shall not apply in the event of a distribution of Distribution Assets resulting from an acquisition of the Company by, or a merger of the Company with or into, a SPAC (as defined hereinafter), even if such acquisition or merger shall be deemed a “Merger”, an “Acquisition” and/or a “Liquidation Event”, as such terms are defined under Sub-Article 8(a) above. A “SPAC”, for the purpose of this Article, means a Special Purpose Acquisition Corporation, meaninga public company, having no substantial operations at the time of the acquisition or merger, which went public with the intention of merging with or acquiring a company with the proceeds resulting from its public offering. (gf) In the event of a Merger or an Acquisition in which the shareholders (and not the Company) are the intended recipients of the proceeds resulting therefrom (such as with a sale of shares transaction), no transfer of securities in accordance thereto will be considered validvalid and the Company will not register or otherwise give effect to such transfer, unless the provisions of the distribution preferences under this Article 8 shall apply. (hg) Whenever the Distribution Assets are in securities or property other than cash, the value of such assets shall be the fair market value of such securities or other property as shall be determined by the Board, or by the liquidator in case of winding up. Such proceeds shall be made payable in US dollars unless any holder of fully paid share elects to receive such distributions in NIS. The NIS equivalent of the dollar value of any distribution shall be determined in accordance with the Representative Rate last published by the Bank of Israel prior to the date of the making of the distribution.

DIVIDEND AND LIQUIDATION PREFERENCE. (a) Upon the happening of any of the following events: (1) : any liquidation, dissolution or winding up of the Company, either voluntary or involuntary; or (2) or any consolidation, or merger of the Company with or into another corporation following which the shareholders of the Company prior to such transaction do not hold following such transaction more than 50% of the outstanding shares and the voting power of the surviving corporation by virtue of their holdings in the Company prior to such transaction (“"Merger”"); or (3) or any sale or transfer to another corporation of all or substantially all of the assets of the Company, or all or substantially all of the shares in the Company (other than to a wholly owned subsidiary of the Company or to a corporation in which the shareholders of the Company prior to the transaction hold more than 50% of the outstanding voting rights) (“"Acquisition”"); or (4) or any distribution of dividends; (any of the events described in sections (1) to (4) above shall be hereinafter referred to as a “"Liquidation Event”") then the amount of declared dividends or any assets of the Company available for distribution in connection with, or the consideration received in, such Liquidation Event (hereinafter referred to as “Distribution Assets”) shall be distributed pursuant to the following order of preference: (b) The : the holders of the Series BB-3 BB Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an amount per Series BB-3 BB Preferred Share equal to: (i) the applicable Original Issue Price for each Series BB-3 BB Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on each such Series BB-3 BB Preferred ShareShare , plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each BB-3 BB Preferred Share to be calculated from the date of payment to the Company on account of such Series BB-3 BB Preferred Share until such distribution, less (iv) any amount of dividend preference paid on account of such Series BB-3 BB Preferred Share until such distribution (the “BB-3 Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution to the holders of the Series BB-3 Preferred Shares pursuant to this subarticle (b), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Series BB-3 Preferred Shares pro-rata in proportion to the preferential amount each such holder is otherwise entitled to receive. (c) Following the payment in full of the BB-3 Preference Amount, the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an amount per each Series BB-1 Preferred Share and per each Series BB-2 Preferred Share equal to: (i) the applicable Original Issue Price for each such share, plus (ii) an amount equal to declared but unpaid dividends on each such share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the applicable Original Issue Price, for each such share to be calculated from the date of payment to the Company on account of such share until such distribution, less (iv) any amount of dividend preference paid on account of such share until such distribution (the “BB Preference Amount”). In the event that the Distribution Assets are not sufficient for distribution to the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 BB Preferred Shares pursuant to this subarticle (cb), such Distribution Assets as are available for distribution, shall be distributed among the holders of the Series BB-1 Preferred Shares and the holders of the Series BB-2 BB Preferred Shares pro-rata in proportion to the preferential amount each such holder is otherwise entitled to receive. (d) . Following the payment in full of the BB-3 Preference Amount and the BB Preference Amount, the holders of the Series AA Preferred Shares and the holders of Ordinary-Preferred Shares shall be entitled to receive prior and in preference to any distribution of any of the assets of the Company to the holders of all other equity securities of the Company by reason of their ownership thereof, an aggregate amount equal to the sum of: (i) the Original Issue Price for each Series AA Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on each such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for each outstanding Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account of such Series AA Preferred Share or May 23, 2002 and until such distribution, less (iv) any amount of dividend preference paid on account of such Series AA Preferred Share and each Ordinary-Preferred Share until such distribution (the “Secondary Preference Amount”), such aggregate amount to be distributed among the holders of Series AA Preferred Shares and the holders of Ordinary-Preferred Shares such that: (x) holders of Series AA Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount multiplied by a fraction (the “Multiplier”) the numerator of which is the total number of the then outstanding Series AA Preferred Shares (for the avoidance of doubt, not on an as converted basis) and the denominator of which is such total number of then outstanding Series AA Preferred Shares plus 1.2764 times the total number of the then outstanding Ordinary-Preferred Shares (for the avoidance of doubt, not on an as converted basis) (“AA Secondary Preference Amount”), to be allocated among the holders of Series AA Preferred Shares pro rata, such that for each Series AA Preferred Share held by a holder of Series AA Preferred Shares such holder shall be entitled to an amount equal to the product of the Multiplier multiplied by the sum of: (i) the Original Issue Price for such Series AA Preferred Share, plus (ii) an amount equal to declared but unpaid dividends on such Series AA Preferred Share, plus (iii) an amount equal to 8% return per annum, compounded annually, on the Original Issue Price for such Series AA Preferred Share to be calculated from the later of the date of payment to the Company on account of such Series AA Preferred Share or May 23, 2002 and until such distribution, less (iv) any amount of dividend preference paid on account of such Series AA Preferred Share until such distribution, and (y) the holders of Ordinary Preferred Shares shall receive out of the Secondary Preference Amount an amount equal to the Secondary Preference Amount minus the AA Secondary Preference Amount, to be allocated among the holders of Ordinary Preferred Shares pro-rata based on the number of Ordinary-Preferred Shares held by them. In the event that, following the payment in full of the BB-3 Preference Amount and the BB Preference Amount, the remaining Distribution Assets are not sufficient for a full payment of the Secondary Preference Amount pursuant to this subarticle (dc), then such remaining Distribution Assets shall be distributed among the holders of Series AA Preferred Shares and the holders of Ordinary-Preferred Shares in proportion to the amount they would have been entitled to receive had the Secondary Preference Amount been paid in full. (e) . Thereafter, the holders of the Preferred Shares, the holders of the Ordinary-Preferred Shares and the holders of the Ordinary Shares shall be entitled to receive any remaining Distribution Assets available for distribution pro rata based on the number of Ordinary Shares (on an as converted basis) held by any such holder. (f) . Notwithstanding the foregoing, if distribution of the Distribution Assets among all shareholders of the Company, pro-rata to the number of shares they hold on an as converted basis, will result in the holders of Series BB-3 BB-1 Preferred Shares receiving in respect of each Series BB-3 BB-1 Preferred Share they hold an amount of at least three (3) times the Original Issue Price of the Series BB-3 BB-1 Preferred Shares, then the provisions of subarticles (b)-(eb)-(d) above shall not apply and the Distribution Assets shall be distributed among all shareholders of the Company, pro-rata to the number of share they hold, on an as converted basis. (g) . In the event of a Merger or an Acquisition in which the shareholders (and not the Company) are the intended recipients of the proceeds resulting therefrom (such as with a sale of shares transaction), no transfer of securities in accordance thereto will be considered valid, unless the provisions of the distribution preferences under this Article 8 shall apply. (h) . Whenever the Distribution Assets are in securities or property other than cash, the value of such assets shall be the fair market value of such securities or other property as shall be determined by the Board, or by the liquidator in case of winding up. Such proceeds shall be made payable in US dollars unless any holder of fully paid share elects to receive such distributions in NIS. The NIS equivalent of the dollar value of any distribution shall be determined in accordance with the Representative Rate last published by the Bank of Israel prior to the date of the making of the distribution.