Common use of Omnibus Resolutions Clause in Contracts

Omnibus Resolutions. RESOLVED, unanimously, that the undersigned deem the actions sanctioned by the foregoing resolutions to be advisable and in the best interests of the Company and its shareholders. RESOLVED, unanimously, that any of the appropriate officers of the Company be, and each of them hereby is, authorized to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests resolutions, supplements or undertakings, as each such officer, in his discretion, shall deem necessary or advisable to carry out the intent and purposes of the foregoing resolutions; and that the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings shall be conclusive evidence of the approval of the Company’s Board of Directors thereof and all matters relating thereto. RESOLVED, unanimously, that any and all actions heretofore taken by the officers of the Company in the name and on behalf of the Company in furtherance of the preceding resolutions, are hereby ratified, approved and adopted. In addition to each of the undersigned’s consent to the foregoing resolutions, each of the undersigned hereby confirms that none of the issued and outstanding shares of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or other similar rights it may have, whether pursuant to the Articles of Association of the Company or to any agreement to which it may be a party or otherwise, and hereby waives any pre-emptive rights, rights of first refusal, co-sale rights or other similar rights it may have pursuant to the Articles of Association (old and new) of the Company or to any agreement or otherwise with respect to (A) any of the Series BB-4 Preferred Shares which will be issued pursuant to the Share Purchase Agreement, except to the extent of its participation as provided under the Share Purchase Agreement, and (B) any other shares issuable to the holders of the Series BB-4 Preferred Shares upon conversion or otherwise pursuant to the New Articles and/or the Share Purchase Agreement to protect them against dilution. Each person or entity signed below further acknowledges, confirms and agrees that its signature below also constitutes a separate written consent of each person or entity who is a holder of shares of the Company for all purposes for which the consent of such shareholder or all shareholders is required in connection with the above matters, whether as holders of a separate class of shares, including Ordinary Shares, Ordinary-Preferred Shares, Series AA Preferred Shares, Series BB-1 Preferred Shares, Series BB-2 Preferred Shares, Series BB-3 Preferred Shares, or otherwise, pursuant to the Articles of Association of the Company, to any agreement to which the undersigned or the Company is a party or otherwise. Each of the undersigned represents that he, she or it is the registered owner of and has the right and legal power to execute this written consent with respect to the number of issued and outstanding shares of the capital of the Company held by him, her or it and that each person signing his or her name below in a representative capacity has the requisite authority so to act. This resolution may be signed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. [Signature Page September 2006 General Meeting] IN WITNESS WHEREOF, we affix our signatures hereto as of the date set forth above. Gad Xxxxxxx Xxxxx Alumot Pitango Venture Capital Fund III (Israeli Sub) L.P. Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. Pitango Venture Capital Fund III (Israeli Investors) L.P. Pitango XX Xxxxxx Fund III (Israel), L.P. Pitango Principles Fund III (Israel) L.P. Pitango Venture Capital Fund III Trusts 2000 L.P. Canada Israel Opportunity Fund III, L.P. Shrem, Fudim, Xxxxxx Founders Group II X.X. Xxxxx Xxxxx Xxxxxx & Co. Ltd. Qualitau Ltd. SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. Star Management of Investments No. II (2000) L.P. Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability) SVM Star Ventures Managementgesellschaft mbH Nr. 3 Xxxxxx Brothers Holdings plc (on behalf of pre-tax plan) Xxxxxx Brothers Partnership Account 2000/2001, X.X. Xxxxxx Brothers European Venture Capital X.X. Xxxxxx Brothers Offshore Partnership Account 2000/2001, L.P. Orbotech Technology Ventures L.P. Intel Atlantic, Inc. Genesis Partners II, L.D.C. Genesis Partners II (Israel), L.P. Poalim Ventures Ltd. Poalim Ventures I Ltd. Poalim Ventures II L.P. Wellington Partners Venture III Technology Fund X.X. Xxxxx Xxxxx Xxxxxx Founders Group II Annex Fund L.P. FINANCIERE SESO S.A. Inter Hightech (1982) Ltd. (Previously TICI) Xxxxxxx Xxxxxx, CPA (as trustee) Schedule 1.3(a)(ii) SHARES XXX NUMBER O1-XXX NEGEVTECH LTD. Share Certificate This is to certify that [Shareholder] Is the Registered Holder of XXX Series BB-4 Preferred Shares of par value NIS 0.01 each, Numbered XXX - XXX Inclusive, fully paid up in the above named Company, subject to The Memorandum and Articles of Association of the Company. Given under the Company's Stamp This __th day of ___, 2006 Schedule 1.3(a)(iii) Written Resolution of the Board of Directors of Negevtech Ltd. (the “Company”) Adopted by Unanimous Written Consent Effective as of August 31, 2006 The undersigned, constituting all of the members of the Board of Directors of the Company (the “Board”), hereby adopt the following resolutions by way of unanimous written consent in lieu of holding a formal meeting on the above date and hereby waive any notice whatsoever in connection therewith:

Omnibus Resolutions. RESOLVED, unanimously, that the undersigned deem the actions sanctioned by the foregoing resolutions to be advisable and in the best interests of the Company and its shareholders. RESOLVED, unanimously, that any of the appropriate officers of the Company be, and each of them hereby is, authorized to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests resolutions, supplements or undertakings, as each such officer, in his discretion, shall deem necessary or advisable to carry out the intent and purposes of the foregoing resolutions; and that the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings shall be conclusive evidence of the approval of the Company’s Board of Directors thereof and all matters relating thereto. RESOLVED, unanimously, that any and all actions heretofore taken by the officers of the Company in the name and on behalf of the Company in furtherance of the preceding resolutions, are hereby ratified, approved and adopted. In addition to each of the undersigned’s consent to the foregoing resolutions, each of the undersigned hereby confirms that none of the issued and outstanding shares of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or other similar rights it may have, whether pursuant to the Articles of Association of the Company or to any agreement to which it may be a party or otherwise, and hereby waives any pre-emptive rights, rights of first refusal, co-sale rights or other similar rights it may have pursuant to the Articles of Association (old and new) of the Company or to any agreement or otherwise with respect to (A) any of the Series BB-4 BB-3 Preferred Shares which will be issued pursuant to the Share Purchase Agreement, except to the extent of its participation as provided under the Share Purchase Agreement, and (B) any other shares issuable to the holders of the Series BB-4 BB-3 Preferred Shares upon conversion or otherwise pursuant to the New Articles and/or the Share Purchase Agreement to protect them against dilution. Each person or entity signed below further acknowledges, confirms and agrees that that: (i) its signature below also constitutes a separate written consent of each person or entity who is a holder of shares of the Company for all purposes for which the consent of such shareholder or all shareholders is required in connection with the above matters, whether as holders of a separate class of shares, including Ordinary Shares, Ordinary-Preferred Shares, Series AA Preferred Shares, Series BB-1 Preferred Shares, Shares or Series BB-2 Preferred Shares, Series BB-3 Preferred Shares, or otherwise, pursuant to the Articles of Association of the Company, to any agreement to which the undersigned or the Company is a party or otherwise; (ii) in the event that a general meeting of the Company’s shareholders is held with respect to the above matters, each of the undersigned hereby waives the requirement for advance notice of such meeting and agrees to it being held without the advance notice as may otherwise be required pursuant to the Company’s Articles of Association or applicable law, and also agrees that in the event it attends such meeting, by its signature below it undertakes to vote all its shares of the Company in favor of the above matters at any such meeting of shareholders (including any adjournments thereof); and (iii) in the event it does not attend such meeting, its signature below will be considered as an irrevocable appointment of Xx. Xxxxx Gat and in his absence of Oz Desheh (with full powers of substitution) as its proxy with respect to all its shares of the Company to participate and vote in its name and on its behalf in favor of the above matters at any such meeting of shareholders (including any adjournments thereof). Each of the undersigned represents that he, she or it is the registered owner of and has the right and legal power to execute this written consent with respect to the number of issued and outstanding shares of the capital of the Company held by him, her or it and that each person signing his or her name below in a representative capacity has the requisite authority so to act. This resolution may be signed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. [Signature Page September March 2006 General Meeting] IN WITNESS WHEREOF, we affix our signatures hereto as of the date set forth above. Gad Xxxxxxx Xxxxx Alumot Pitango Venture Capital Fund III (Israeli Sub) L.P. Pitango Venture Capital Fund III Pitango Venture Capital Fund III Pitango XX Xxxxxx Fund III (Israeli Sub.) Non-Q L.P. Pitango Venture Capital Fund III (Israeli Investors) L.P. Pitango XX Xxxxxx Fund III (Israel), L.P. Pitango Principles Fund III (Israel) L.P. Pitango Venture Capital Fund III Trusts 2000 L.P. Canada Israel Opportunity Fund (Israel) L.P. Trusts 2000 L.P. III, L.P. Shrem, Fudim, Xxxxxx Founders Group II X.X. Xxxxx Xxxxx Xxxxxx & Co. Ltd. Qualitau Ltd. Group II L.P. SVE Star Ventures Enterprises Gmbh Star Management of Investments Star Growth Enterprise, a German & Co. No. IX KG. Star Management of Investments No. II (2000) L.P. Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability) SVM Star Ventures Managementgesellschaft mbH Nr. 3 Xxxxxx Brothers Holdings plc (on Xxxxxx Brothers Partnership Managementgesellschaft mbH Nr. 3 behalf of pre-tax plan) Xxxxxx Brothers Partnership Account 2000/2001, X.X. Xxxxxx Brothers European Venture Capital X.X. Xxxxxx Brothers Offshore Orbotech Technology Ventures L.P. Capital L.P. Partnership Account 2000/2001, L.P. Orbotech Technology Ventures L.P. Intel Atlantic, Inc. Genesis Partners II, L.D.C. Genesis Partners II (Israel), L.P. Poalim Ventures Ltd. Poalim Ventures I Ltd. Poalim Ventures II L.P. Wellington Partners Venture III Technology Fund X.X. Xxxxx Xxxxx Xxxxxx Founders Group II Annex Fund L.P. FINANCIERE SESO S.A. Inter Hightech (1982) Ltd. (Previously TICI) Xxxxxxx Xxxxxx, CPA (as trustee) (Previously TICI) Schedule 1.3(a)(ii1.4(a)(ii) SHARES XXX NUMBER O1BB3-XXX NEGEVTECH LTD. Share Certificate This is to certify that [Shareholder] Is the Registered Holder of XXX Series BB-4 Preferred BB-3 Shares of par value NIS 0.01 each, Numbered XXX - XXX Inclusive, fully paid up in the above named Company, subject to The Memorandum and Articles of Association of the Company. Given under the Company's Stamp This __th day of ___, 2006 Schedule 1.3(a)(iii1.4(a)(iii) Written Resolution of the Board of Directors of Negevtech Ltd. (the “Company”) Adopted by Unanimous Written Consent Effective as of August 31February 28, 2006 The undersigned, constituting all of the members of the Board of Directors of the Company (the “Board”), hereby adopt the following resolutions resolution by way of unanimous written consent in lieu of holding a formal meeting on the above date and hereby waive any notice whatsoever in connection therewith:

Omnibus Resolutions. RESOLVEDResolved, unanimouslyto approve, that and to recommend to the undersigned deem the actions sanctioned by the foregoing resolutions Company’s shareholders to be advisable and in the best interests of the Company and its shareholders. RESOLVED, unanimouslyapprove, that any of the appropriate officers of the Company be, and each of them hereby is, authorized to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests resolutions, supplements or undertakings, as each such officer, in his discretion, shall deem necessary or advisable to carry out the intent and purposes of the foregoing resolutions; and that the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings shall be conclusive evidence of the approval of the Company’s Board of Directors thereof and all matters relating thereto. RESOLVED, unanimouslyResolved, that any and all actions heretofore taken by the officers of the Company in the name and on behalf of the Company in furtherance of the preceding resolutions, are hereby ratified, approved and adopted. In addition to each of the undersigned’s consent to the foregoing resolutions, each of the undersigned hereby confirms that none of the issued and outstanding shares of the Company have been issued in violation The signature hereunder of any pre-emptive rights, rights of first refusal or other similar rights it may have, whether pursuant to the Articles of Association of the Company or to any agreement to which it may be a party or otherwise, and hereby waives any pre-emptive rights, rights of first refusal, co-sale rights or other similar rights it may have pursuant to the Articles of Association (old and new) of the Company or to any agreement or otherwise with respect to (A) director having an interest in any of the Series BB-4 Preferred Shares which will be issued pursuant to items herein is for the Share Purchase Agreement, except to the extent purpose of its participation as provided under the Share Purchase Agreement, and (B) any other shares issuable to the holders of the Series BB-4 Preferred Shares upon conversion or otherwise pursuant to the New Articles and/or the Share Purchase Agreement to protect them against dilution. Each person or entity signed below further acknowledges, confirms and agrees that its signature below also constitutes adopting a separate written consent of each person or entity who is a holder of shares of the Company for all purposes for which the consent of such shareholder or all shareholders is required resolution in connection with the above matters, whether as holders of a separate class of shares, including Ordinary Shares, Ordinary-Preferred Shares, Series AA Preferred Shares, Series BB-1 Preferred Shares, Series BB-2 Preferred Shares, Series BB-3 Preferred Shares, or otherwise, pursuant to the Articles of Association of the Company, to any agreement to which the undersigned or the Company is a party or otherwise. Each of the undersigned represents that he, she or it is the registered owner of and has the right and legal power to execute this written consent with respect to the number of issued and outstanding shares of the capital of the Company held by him, her or it and that each person signing his or her name below in a representative capacity has the requisite authority so to actwriting. This resolution may be signed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. [Signature Page September 2006 General Meeting] IN WITNESS WHEREOF, we affix our signatures hereto as of the date set forth above. Gad ___________________ ___________________ ___________________ Xxx Xxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxxxx ___________________ ___________________ ___________________ Rafi Yizhar Xxxx Xxxxx Xxxxx Xxxxxxx ___________________ ___________________ Xxxx Xxxxxx Arnon Gat Schedule 1.4(a)(iv) Negevtech Ltd. Share Register (as of March 22, 2006) Ordinary Shares Cert Shareholder Series # of Shares From To Notes O1 Financiere Seso S.A Ordinary 159,620 1 159,620 O2 Inter Hightech (1982) Ltd. (Previously TICI) Ordinary 71,829 159,621 231,449 O3 Xxx Xxxxxx, CPA (Trustee) Ordinary 34,500 231,450 265,949 O4 Xxx Xxxxxx, CPA (Trustee) Ordinary 163,000 265,950 428,949 Total 428,949 Negevtech Ltd. Share Register (as of March 22, 2006) Ordinary – Preferred Shares Cert Shareholder Series # of Shares From To Notes OP-1 Xxxx Xxxxxxx Ordinary - Preferred 784,502 1 784,502 OP-2 Xxxxx Alumot Ordinary - Preferred 784,502 784,503 1,569,004 Total 1,569,004 Negevtech Ltd. Share Register (as of March 22, 2006) Preferred AA Shares Cert Shareholder Series # of Shares From To Notes PAA-1 Pitango Venture Capital Fund III (Israeli Sub) L.P. Preferred AA 2,902,420 1 2,902,420 PAA-2 Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. Preferred AA 268,316 2,902,421 3,170,736 PAA-3 Pitango Venture Capital Fund III (Israeli Investors) L.P. Preferred AA 784,811 3,170,737 3,955,547 PAA-4 Pitango XX Xxxxxx Fund III (Israel), L.P. Preferred AA 447,636 3,955,548 4,403,183 PAA-5 Pitango Principles Fund III (Israel) L.P. Preferred AA 102,165 4,403,184 4,505,348 PAA-6 Pitango Venture Capital Fund III II Trusts 2000 L.P. Preferred AA 204,330 4,505,349 4,709,678 PAA-7 Canada Israel Opportunity Fund III, L.P. Preferred AA 45,308 4,709,679 4,754,986 PAA-8 Shrem, Fudim, Xxxxxx Founders Group II X.X. L.P. Preferred AA 45,308 4,754,987 4,800,294 PAA-9 Xxxxx Xxxxx Xxxxxx & Co. Ltd. Preferred AA 30,187 4,800,295 4,830,481 PAA-10 Qualitau Ltd. Preferred AA 355,522 4,830,482 5,186,003 PAA-11 SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. Preferred AA 2,224,297 5,186,004 7,410,300 PAA-12 Star Management of Investments No. II (2000) L.P. Preferred AA 321,275 7,410,301 7,731,575 PAA-13 Genesis Partners II, L.D.C. Preferred AA 1,773,948 7,731,576 9,505,523 PAA-14 Genesis Partners II (Israel) L.P. Preferred AA 262,512 9,505,524 9,768,035 PAA-15 Xxxxxx Brothers European Venture Capital L.P. Preferred AA 222,108 9,768,036 9,990,143 PAA-16 Xxxxxx Brothers Holdings plc (on behalf of pre-tax plan) Preferred AA 425,109 9,990,144 10,415,252 PAA-17 Xxxxxx Brothers Partnership Account 2000/2001, L.P. Preferred AA 191,536 10,415,253 10,606,788 PAA-18 Xxxxxx Brothers Offshore Partnership Account 2000/2001, L.P. Preferred AA 49,677 10,606,789 10,656,465 PAA-19 Orbotech Technology Ventures L.P. Preferred AA 1,776,860 10,656,466 12,433,325 PAA-20 Intel Atlantic, Inc. Preferred AA 710,745 12,433,326 13,144,070 Total 13,144,070 Negevtech Ltd. Share Register (as of March 22, 2006) Preferred BB-1 Shares Cert Shareholder Series # of Shares From To Notes PBB1-1 Poalim Ventures Ltd Preferred BB-1 381,027 1 381,027 PBB1-2 Poalim Ventures I Ltd Preferred BB-1 586,194 381,028 967,221 PBB1-3 Poalim Ventures II L.P. Preferred BB-1 1,188,509 967,222 2,155,730 PBB1-4 SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. Preferred BB-1 521,206 2,155,731 2,676,936 PBB1-5 Star Management of Investments No. II (2000) L.P. Preferred BB-1 56,238 2,676,937 2,733,174 PBB1-6 Star Growth Enterprise, a German Civil Law Partnership (with limitation of liabilityLiability) Preferred BB-1 2,247,164 2,733,175 4,980,338 PBB1-7 SVM Star Ventures Managementgesellschaft Managmenttgesellschaft mbH Nr. 3 Preferred BB-1 334,236 4,980,339 5,314,574 PBB1-8 Genesis Partners II, L.D.C. Preferred BB-1 693,952 5,314,575 6,008,526 PBB1-9 Genesis Partners II (Israel) L.P. Preferred BB-1 102,414 6,008,527 6,110,940 PBB1-10 Pitango Venture Capital Fund III (Israeli Sub) L.P. Preferred BB-1 1,377,123 6,110,941 7,488,063 PBB1-11 Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. Preferred BB-1 127,309 7,488,064 7,615,372 PBB1-12 Pitango Venture Capital Fund III (Israeli Investors) L.P. Preferred BB-1 372,373 7,615,373 7,987,745 PBB1-13 Pitango Principles Fund III (Israel) L.P. Preferred BB-1 48,474 7,987,746 8,036,219 PBB1-14 Pitango Venture Capital Fund II Trusts 2000 L.P. Preferred BB-1 96,949 8,036,220 8,133,168 PBB1-15 Canada Israel Opportunity Fund III, L.P. Preferred BB-1 9,544 8,133,169 8,142,712 PBB1-16 Shrem, Fudim, Xxxxxx Founders Group II L.P. Preferred BB-1 9,544 8,142,713 8,152,256 PBB1-17 Genesis Partners II, L.D.C. Preferred BB-1 751,400 8,152,257 8,903,656 Cancelled - Conversion to BB3-16 PBB1-18 Genesis Partners II (Israel) L.P. Preferred BB-1 110,892 8,903,657 9,014,548 Cancelled - Conversion to BB3-17 Total 8,152,256 Negevtech Ltd. Share Register (as of March 22, 2006) Preferred BB-2 Shares Cert Shareholder Series # of Shares From To Notes PBB2-1 Pitango Venture Capital Fund III (Israeli Sub) L.P. Preferred BB-2 861,590 1 861,590 PBB2-2 Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. Preferred BB-2 79,650 861,591 941,240 PBB2-3 Pitango Venture Capital Fund III (Israeli Investors) L.P. Preferred BB-2 233,002 941,241 1,174,242 PBB2-4 Pitango Principles Fund III (Israel) L.P. Preferred BB-2 30,332 1,174,243 1,204,574 PBB2-5 Pitango Venture Capital Fund II Trusts 2000 L.P. Preferred BB-2 60,660 1,204,575 1,265,234 PBB2-6 Canada Israel Opportunity Fund III, L.P. Preferred BB-2 7,308 1,265,235 1,272,542 PBB2-7 Shrem, Fudim, Xxxxxx Founders Group II L.P. Preferred BB-2 7,209 1,272,543 1,279,751 PBB2-8 Xxxxx Xxxxx Xxxxxx & Co. Ltd. Preferred BB-2 4,932 1,279,752 1,284,683 PBB2-9 SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. Preferred BB-2 635,475 1,284,684 1,920,158 PBB2-10 Star Management of Investments No. II (2000) L.P. Preferred BB-2 68,535 1,920,159 1,988,693 PBB2-11 Star Growth Enterprise, a German Civil Law Partnership (with limitation of Liability) Preferred BB-2 1,045,227 1,988,694 3,033,920 PBB2-12 Genesis Partners II, L.D.C. Preferred BB-2 490,760 3,033,921 3,524,680 PBB2-13 Genesis Partners II (Israel) L.P. Preferred BB-2 72,426 3,524,681 3,597,106 Total 3,597,106 Negevtech Ltd. Share Register (as of March 22, 2006) Preferred BB-3 Shares Cert Shareholder Series # of Shares From To Notes PBB3-1 SVE Star Ventures Enterprises GmbH & Co. No. IX KG. Preferred BB-3 79,061 1 79,061 PBB3-2 Star Management of Investment No. II (2000) L.P. Preferred BB-3 8,530 79,062 87,591 PBB3-3 Star Growth Enterprise, a German Civil Law Partnership (with limitation of Liability) Preferred BB-3 181,876 87,592 269,467 PBB3-4 Poalim Ventures Ltd. Preferred BB-3 47,628 269,468 317,095 PBB3-5 Poalim Ventures I Ltd. Preferred BB-3 73,274 317,096 390,369 PBB3-6 Poalim Ventures II L.P. Preferred BB-3 148,564 390,370 538,933 PBB3-7 Genesis Partners II, L.D.C. Preferred BB-3 234,812 538,934 773,745 PBB3-8 Genesis Partners II (Israel) L.P. Preferred BB-3 34,654 773,746 808,399 PBB3-9 Pitango Venture Capital Fund III (Israeli Sub) L.P. Preferred BB-3 183,505 808,400 991,904 PBB3-10 Pitango Venture Capital Fund III (Israeli Sub) Non-Q L.P. Preferred BB-3 16,964 991,905 1,008,868 PBB3-11 Pitango Venture Capital Fund III (Israeli Investors) L.P. Preferred BB-3 49,619 1,008,869 1,058,487 PBB3-12 Pitango Principles Fund III (Israel) L.P. Preferred BB-3 6,460 1,058,488 1,064,947 PBB3-13 Pitango Venture Capital Fund II Trusts 2000 L.P. Preferred BB-3 12,918 1,064,948 1,077,865 PBB3-14 Intel Atlantic, Inc. Preferred BB-3 474,261 1,077,866 1,552,126 XXX0-00 Xxxxxxxxxx Partners Venture III Technology Fund L.P. Preferred BB-3 3,190,480 1,552,127 4,742,606 PBB3-16 Genesis Partners II, L.D.C. Preferred BB-3 751,400 4,742,607 5,494,006 PBB3-17 Genesis Partners II (Israel) L.P. Preferred BB-3 110,892 5,494,007 5,604,898 Total 5,604,898 Schedule 1.4(d) Date: _____________ To: The Research Committee The Office of the Chief Scientist XX Xxx 0000 Xxxxxxxxx, 00000 Relating to projects that have been financed by or are currently being financed by the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor (the “OCS”) and to projects of the Company (as this term is defined below) that may be financed by the OCS in the future (the “Projects”). UNDERTAKING The undersigned, [________________], a [company/partnership] incorporated, organized and existing under the laws of [______________] and whose registered offices is at [____________________________], having, by an agreement dated March 2006, committed to invest in Negevtech Ltd., an Israeli company (the “Company”), in exchange for ___________ Preferred BB3 Shares par value NIS 0.01 each of the Company; Recognizing that the Company’s research and development Projects are currently, have been or will be financially supported by the Government of the State of Israel through the OCS under and subject to the provisions of The Encouragement of Research and Development in Industry Law 5744-1984 (the “R&D Law”) and the regulations, rules and procedures promulgated thereunder; and Recognizing that the R&D Law places strict constraints on the transfer of know-how and/or production rights, making all such transfers subject to the absolute discretion of the OCS’ research committee (the “Research Committee”), acting in accordance with the aims of the R&D Law and requiring that any such transfer receive the prior written approval of the Research Committee; HEREBY UNDERTAKE, To observe strictly all the requirements of the R&D Law and the regulations, rules and procedures promulgated thereunder, as applied to the Company and as directed by the Research Committee, in particular those requirements stipulated under Section 19, 19A and 19B of the R&D Law relating to the prohibitions on the transfer of know-how and/or production rights. As a shareholder of the Company, to make all reasonable efforts that the Company shall not be in breach of the requirements of the R&D Law and the regulations, rules and procedures promulgated thereunder, as applied to the Company and as directed by the Research Committee, in particular those requirements stipulated under Sections 19, 19A and 19B of the R&D Law relating to the prohibitions on the transfer of know-how and/or production rights. Nothing herein shall be deemed as an assumption by the undersigned of any of the obligations of the Company. By: ______________________ Name: ______________________ Title: ______________________ Schedule 2.1 Work Plan 2006-2007 [***] *** Text omitted and filed separately with the Securities and Exchange Commission pursuant to 17 CFR § 230.406 and § 200.80(b)(4). Schedule 2.2 Negevtech Ltd. Series BB Preferred Shares Financing Capitalization Table Immediately Prior To Closing (1)(2) Name # Ordinary # Warrants to purchase Ordinary # Ordinary-Preferred # Ordinary (Ordinary-Preferred Shares adjustment upon conversation) # Preferred AA # Warrants to purchase Preferred AA # Preferred BB-2 (including 15% discount) # Preferred BB-1 # Preferred BB-1 (Bridge Loans) # Warrants to purchase Preferred BB-1 # Total Shares on an as converted basis % Issued & Outstanding on an as converted basis # Total Fully Diluted on an as converted basis % Fully Diluted on an as converted basis Xxxx Xxxxxxx 784,502 433,668 1,218,170 4.26 % 1,218,170 3.30 % Xxxxx Alumot 784,502 433,668 1,218,170 4.26 % 1,218,170 3.30 % Pitango Venture Capital Fund III (Israeli Sub) L.P. 2,902,420 201,465 861,590 146,804 1,230,319 5,141,133 17.96 % 5,342,597 14.49 % Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. 268,316 18,624 79,650 13,571 113,738 475,275 1.66 % 493,899 1.34 % Pitango Venture Capital Fund III (Israeli Investors) L.P. 784,811 54,475 233,002 39,696 332,677 1,390,185 4.86 % 1,444,660 3.92 % Pitango XX Xxxxxx Fund III (Israel), L.P. 447,636 36,734 447,636 1.56 % 484,371 1.31 % Pitango Principles Fund III (Israel) L.P. 102,165 7,092 30,332 5,167 43,307 180,971 0.63 % 188,063 0.51 % Pitango Venture Capital Fund II Trusts 2000 L.P. 204,330 14,184 60,660 10,335 86,614 361,940 1.26 % 376,124 1.02 % Canada Israel Opportunity Fund III, L.P. 45,308 2,520 7,308 9,544 62,160 0.22 % 64,680 0.18 % Shrem, Fudim, Xxxxxx Founders Group II L.P. 45,308 2,520 7,209 9,544 62,060 0.22 % 64,580 0.18 % Xxxxx Xxxxx Xxxxxx & Co. Ltd. 30,187 1,679 4,932 35,119 0.12 % 36,798 0.10 % Qualitau Ltd. 355,522 26,879 355,522 1.24 % 382,401 1.04 % SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. 2,224,297 318,075 635,475 5,293 515,913 3,380,979 11.81 % 3,699,054 10.03 % Star Management of Investments No. II (2000) L.P. 321,275 45,943 68,535 571 55,667 446,049 1.56 % 491,992 1.33 % Star Growth Enterprise, a German Civil Law Partnership (with limitation of Liability) 1,045,227 1,813,653 433,511 3,292,391 11.50 % 3,292,391 8.93 % SVM Star Ventures Managmenttgesellschaft mbH Nr. 3 334,236 334,236 1.17 % 334,236 0.91 % Genesis Partners II, L.D.C. 1,773,948 253,679 490,760 1,029,418 415,934 3,710,060 12.96 % 3,963,738 10.75 % Genesis Partners II (Israel) L.P. 262,512 37,535 72,426 151,922 61,384 548,244 1.92 % 585,779 1.59 % Xxxxxx Brothers European Venture Capital L.P. 222,108 41,998 222,108 0.78 % 264,106 0.72 % Xxxxxx Brothers Holdings plc (on behalf of pre-tax plan) 425,109 80,384 425,109 1.49 % 505,493 1.37 % Xxxxxx Brothers Partnership Account 2000/2001, X.X. Xxxxxx Brothers European Venture Capital X.X. L.P. 191,536 36,217 191,536 0.67 % 227,754 0.62 % Xxxxxx Brothers Offshore Partnership Account 2000/2001, L.P. 49,677 9,393 49,677 0.17 % 59,070 0.16 % Orbotech Technology Ventures L.P. 1,776,860 335,988 1,776,860 6.21 % 2,112,848 5.73 % Intel Atlantic, Inc. Genesis Partners II, L.D.C. Genesis Partners II (Israel), L.P. 710,745 134,395 710,745 2.48 % 845,140 2.29 % Poalim Ventures Ltd. 381,027 381,027 1.33 % 381,027 1.03 % Poalim Ventures I Ltd. 586,194 586,194 2.05 % 586,194 1.59 % Poalim Ventures II L.P. Wellington Partners Venture III Technology Fund X.X. Xxxxx Xxxxx Xxxxxx Founders Group II Annex Fund L.P. FINANCIERE SESO S.A. 1,188,509 1,188,509 4.15 % 1,188,509 3.22 % Financiere Seso S.A 159,620 159,620 0.56 % 159,620 0.43 % Inter Hightech (1982) Ltd. (Previously TICI) Xxxxxxx Xxxxxx, CPA (as trustee71,829 71,829 0.25 % 71,829 0.19 % Service Providers 32,769 - 0.00 % 32,769 0.09 % TICI 87,791 - 0.00 % 87,791 0.24 % ESOP IL Plan(1)(2) Schedule 1.3(a)(ii) SHARES XXX NUMBER O1-XXX NEGEVTECH LTD. Share Certificate This is to certify that [Shareholder] Is the Registered Holder of XXX Series BB-4 Preferred Shares of par value NIS 0.01 each, Numbered XXX 197,500 4,477,003 197,500 0.69 % 4,674,503 12.68 % ESOP US Plan 430,000 - XXX Inclusive, fully paid up in the above named Company, subject to The Memorandum and Articles of Association of the Company. Given under the Company's Stamp This __th day of ___, 2006 Schedule 1.3(a)(iii) Written Resolution of the Board of Directors of Negevtech Ltd. (the “Company”) Adopted by Unanimous Written Consent Effective as of August 31, 2006 The undersigned, constituting all of the members of the Board of Directors of the Company (the “Board”), hereby adopt the following resolutions by way of unanimous written consent in lieu of holding a formal meeting on the above date and hereby waive any notice whatsoever in connection therewith:0.00 % 430,000 1.17 % Plenus Technologies Ltd 1,556,437 0.00 % 1,556,437 4.22 % Total 428,949 5,027,563 1,569,004 867,336 13,144,070 1,659,779 3,597,106 5,706,396 3,308,152 1,556,437 28,621,013 100 % 36,864,792 100 %

Omnibus Resolutions. RESOLVED, unanimously, that the undersigned deem the actions sanctioned by the foregoing resolutions to be advisable and in the best interests of the Company and its shareholders. RESOLVED, unanimously, that any of the appropriate officers and directors of the Company Company[ be, and each of them hereby is, authorized to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests resolutions, supplements or undertakings, as each such officer, in his discretion, shall deem necessary or advisable to carry out the intent and purposes of the foregoing resolutions; and that the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings shall be conclusive evidence of the approval of the Company’s Board of Directors thereof and all matters relating thereto. RESOLVED, unanimously, that any and all actions heretofore taken by the officers of the Company in the name and on behalf of the Company in furtherance of the preceding resolutions, are hereby ratified, approved and adopted. In addition to each of the undersigned’s consent to the foregoing resolutions, each of the undersigned hereby confirms that none of the issued and outstanding shares of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or other similar rights it may have, whether pursuant to the Articles of Association of the Company or to any agreement to which it may be a party or otherwise, and hereby waives any pre-emptive rights, rights of first refusal, co-sale rights or other similar rights it may have pursuant to the Articles of Association (old and new) of the Company or to any agreement or otherwise with respect to (A) any of the Series BB-4 Preferred Shares which will be issued pursuant to the Share Purchase Agreement, except to the extent of its participation as provided under the Share Purchase Agreement, and (B) any other shares issuable to the holders of the Series BB-4 Preferred Shares upon conversion or otherwise pursuant to the New Articles and/or the Share Purchase Agreement to protect them against dilution. Each person or entity signed below further acknowledges, confirms and agrees that its signature below also constitutes a separate written consent of each person or entity who is a holder of shares of the Company for all purposes for which the consent of such shareholder or all shareholders is required in connection with the above matters, whether as holders of a separate class of shares, including Ordinary Shares, Ordinary-Preferred Shares, Series AA Preferred Shares, Series BB-1 Preferred Shares, Series BB-2 Preferred Shares, Series BB-3 Preferred Shares, or otherwise, pursuant to the Articles of Association of the Company, to any agreement to which the undersigned or the Company is a party or otherwise. Each of the undersigned represents that he, she or it is the registered owner of and has the right and legal power to execute this written consent with respect to the number of issued and outstanding shares of the capital of the Company held by him, her or it and that each person signing his or her name below in a representative capacity has the requisite authority so to act. This resolution may be signed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. [Signature Page September 2006 General Meeting– Board Written Consent of July 2007] IN WITNESS WHEREOFIn Witness Whereof, we affix have affixed our signatures hereto signatures, effective as of the date set forth first written above. Gad Xxxxxxx Xxxxx Alumot Pitango Venture Capital Fund III (Israeli Sub) L.P. Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. Pitango Venture Capital Fund III (Israeli Investors) L.P. Pitango XX Xxxxxx Fund III (Israel), L.P. Pitango Principles Fund III (Israel) L.P. Pitango Venture Capital Fund III Trusts 2000 L.P. Canada Israel Opportunity Fund III, L.P. Shrem, Fudim, Xxxxxx Founders Group II X.X. Xxxxx Xxxxx Xxxxxx & Co. Ltd. Qualitau Ltd. SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. Star Management of Investments No. II (2000) L.P. Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability) SVM Star Ventures Managementgesellschaft mbH Nr. 3 Xxxxxx Brothers Holdings plc (on behalf of pre-tax plan) Xxxxxx Brothers Partnership Account 2000/2001, X.X. Xxxxxx Brothers European Venture Capital X.X. Xxxxxx Brothers Offshore Partnership Account 2000/2001, L.P. Orbotech Technology Ventures L.P. Intel Atlantic, Inc. Genesis Partners II, L.D.C. Genesis Partners II (Israel), L.P. Poalim Ventures Ltd. Poalim Ventures I Ltd. Poalim Ventures II L.P. Wellington Partners Venture III Technology Fund X.X. Xxxxx Xxxxx Xxxxxx Founders Group II Annex Fund L.P. FINANCIERE SESO S.A. Inter Hightech (1982) Ltd. (Previously TICI) Xxxxxxx Xxxxxx, CPA (as trustee) Schedule 1.3(a)(ii) SHARES XXX NUMBER O1-XXX NEGEVTECH LTD. Share Certificate This is to certify that [Shareholder] Is the Registered Holder of XXX Series BB-4 Preferred Shares of par value NIS 0.01 each, Numbered XXX - XXX Inclusive, fully paid up in the above named Company, subject to The Memorandum and Articles of Association of the Company. Given under the Company's Stamp This __th day of ; ______________________ ______________________ ______________________ Xxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxx Xxxxxx ______________________ ______________________ ______________________ Rafi Yizhar Xxxx Xxxxxx Xxxxx Xxxxxxx ______________________ ______________________ Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx Schedule 1.5(a)(vii) To [_____________] Dear Sir, 2006 Schedule 1.3(a)(iii) Written Resolution of Re: Indemnification and Release This letter is being issued to you pursuant to the resolutions adopted by the Board of Directors of Negevtech Ltd. (the “Company”) Adopted by Unanimous Written Consent Effective as of August 31on ___________, 2006 The undersigned2007, constituting all (and shall be presented to the approval of the members of the Board of Directors of the Company (the “Board”shareholders as soon as possible), hereby adopt the following resolutions by way of unanimous written consent in lieu of holding a formal meeting on the above date and hereby waive any notice whatsoever in connection therewith:.