UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT
OF 1934
For the month of November 2024
Commission File Number: 001-40884
ARBE ROBOTICS LTD.
(Translation of registrant’s name into English)
HaHashmonaim St. 107
Tel Aviv-Yafo, Israel
Tel: +972-73-7969804, ext. 200
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 6-K
Amendment to Articles of Association
As previously disclosed in
Arbe Robotics Ltd.’s (the “Company”) Report on Form 6-K, filed with the Securities and Exchange Commission on September
12, 2024, the shareholders of the Company approved an amendment to the Company’s Amended and Restated Articles of Association at
the Company’s annual general meeting of shareholders held on September 11, 2024, whereby the Company’s authorized capital
was increased from 130 million ordinary shares, par value NIS 0.000216 (the “Ordinary Shares”), to 165 million Ordinary Shares.
A copy of the Company’s Amended and Restated Articles of Association as adopted by the shareholders at the annual general meeting
of shareholders on September 11, 2024, is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Events
On November 4, 2024, the Company
issued a press release announcing the closing of its public offering. A copy of the Company’s press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Arbe Robotics Ltd. |
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| Date: November 4, 2024 |
By: |
/s/ Kobi Marenko |
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Name: |
Kobi Marenko |
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Title: |
Chief Executive Officer |
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Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION OF
ARBE ROBOTICS LTD.
As Adopted in September 11, 2024
PRELIMINARY
| 1. | Definitions; Interpretation. |
(a) In these
Articles, the following terms (whether or not capitalized) shall bear the meanings set forth opposite them, respectively, unless the subject
or context requires otherwise.
| “Articles” |
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shall mean these Articles of Association, as amended andor restated from time to time. |
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| “Board of Directors” |
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shall mean the Board of Directors of the Company. |
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| “Chairperson” |
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shall mean the Chairperson of the Board of Directors, or the Chairperson of the General Meeting, as the context implies. |
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| “Company” |
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shall mean ARBE ROBOTICS LTD. |
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| “Companies Law” |
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shall mean the Israeli Companies Law, 5759-1999, and the regulations promulgated thereunder. The Companies Law shall include reference to the Companies Ordinance (New Version), 5743-1983, of the State of Israel, to the extent in effect according to the provisions thereof. |
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| “Competition Law” |
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shall mean the Israeli Economic Competition Law, 5758- 1988. |
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| “Director(s)” |
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shall mean the member(s) of the Board of Directors holding office at any given time. |
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| “External Director(s)” |
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shall have the meaning provided for such term in the Companies Law. |
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| “General Meeting” |
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shall mean an Annual General Meeting or Special General Meeting of the Shareholders, as the case may be. |
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| “NIS” |
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shall mean New Israeli Shekels. |
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| “Office” |
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shall mean the registered office of the Company at any given time. |
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| “Office Holder” or “Officer” |
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shall have the meaning provided for such term in the Companies Law. |
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| “Securities Law” |
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shall mean the Israeli Securities Law, 5728-1968, and the regulations promulgated thereunder. |
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| “Shareholder(s)” |
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shall mean the shareholder(s) of the Company, at any given time. |
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| “in writing” or “writing” |
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shall mean written, printed, photocopied, photographed or typed, including if appearing in an email, facsimile or if produced by any visible substitute for a writing, or partly one and partly another. The term “signed” or “signature” shall be construed in a corresponding manner. |
(b) Unless
otherwise defined in these Articles or required by the context, terms used herein shall have the meaning provided therefor under the Companies
Law.
(c) Unless the context shall
otherwise require: words in the singular shall also include the plural, and vice versa; any pronoun shall include the corresponding
masculine, feminine and neuter forms; the words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”; the words “herein”, “hereof” and
“hereunder” and words of similar import refer to these Articles in their entirety and not to any part hereof; all
references herein to Articles or clauses shall be deemed references to Articles or clauses of these Articles; any references to any
agreement or other instrument or law, statute or regulation are to it as amended, supplemented or restated, from time to time (and,
in the case of any law, to any successor provisions or re-enactment or modification thereof being in force at the time); any
reference to “law” shall include any supranational, national, federal, state, local, or foreign statute or law and all
rules and regulations promulgated thereunder (including, any rules, regulations or forms prescribed by any governmental authority or
securities exchange commission or authority, if and to the extent applicable); any reference to a “day” or a number of
“days” (without any explicit reference otherwise, such as to business days) shall be interpreted as a reference to a
calendar day or number of calendar days; any reference to a business day shall mean each calendar day other than Saturday, Sunday
and any calendar day on which commercial banks in New York, New York or Tel-Aviv, Israel are authorized or required by applicable
law to close, any reference to a month or year shall be interpreted in accordance with the Gregorian calendar; any reference to a
“company”, “corporate body” or “entity” shall include a partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, and
any reference to a “person” shall include any of the foregoing types of entities or a natural person; and reference to
“written” or “in writing” shall include written, printed, photocopied, typed, any electronic communication
(including email, facsimile, signed electronically (in Adobe PDF, DocuSign or any other format)) or produced by any visible
substitute for writing, or partly one and partly another, and signed shall be construed accordingly.
(d) The
captions in these Articles are for convenience only and shall not be deemed a part hereof or affect the construction or interpretation
of any provision hereof.
(e) The specific
provisions of these Articles shall supersede the provisions of the Companies Law to the extent permitted thereunder.
LIMITED LIABILITY
| 2. | The Company is a limited liability company and each Shareholder’s
obligations to the Company shall therefore be limited to the payment of the nominal value of the shares held by such Shareholder, subject
to the provisions of the Companies Law. |
PUBLIC COMPANY; COMPANY’S OBJECTIVES
| 3. | PUBLIC COMPANY; OBJECTIVES. |
(a) The Company
is a public company as such term is defined and for so long as it qualifies as such under the Companies Law.
(b) The
Company’s objectives are to carry on any business, and do any act, which is not prohibited by law.
The Company may donate a reasonable amount of money
(in cash or in kind, including the Company’s securities) for any purpose that the Board of Directors finds appropriate.
SHARE CAPITAL
| 5. | AUTHORIZED SHARE CAPITAL. |
(a) The
authorized share capital of the Company shall consist of 165,000,000 Ordinary Shares, with a par value of NIS 0.000216 per share (the
“Shares”).
(b) The
Shares shall rank pari passu in all respects. The Shares may be redeemable to the extent set forth in Article 18.
| 6. | INCREASE OF AUTHORIZED SHARE
CAPITAL. |
(a) The Company
may, from time to time, by a resolution of the General Meeting, whether or not all of the shares then authorized have been issued, increase
its authorized share capital by increasing the number of shares it is authorized to issue. Any such increase shall be in such amount,
and such shares shall confer such rights and preferences, and shall be subject to such restrictions, as such resolution shall provide.
(b) Except
to the extent otherwise provided in such resolution, any new shares included in the authorized share capital increase as aforesaid shall
be subject to all of the provisions of these Articles that are applicable to shares of such class that are included in the existing share
capital.
| 7. | SPECIAL OR CLASS RIGHTS;
MODIFICATION OF RIGHTS. |
(a) The Company
may, from time to time, by a resolution of the General Meeting, provide for shares with such preferred or deferred rights or other special
rights and/or such restrictions, whether in regard to dividends, voting, repayment of share capital or otherwise, as may be stipulated
in such resolution.
(b) If at any time the share capital of the
Company is divided into different classes of shares, the rights attached to any class, unless otherwise provided by these Articles,
may be modified or cancelled by the Company by a resolution of the General Meeting of the holders of all shares as one class,
without any required separate resolution of any class of shares.
(c) The provisions of these
Articles relating to General Meetings shall apply, mutatis mutandis, to any separate General Meeting of the holders of the shares of
a particular class, it being clarified that the requisite quorum at any such separate General Meeting shall be two or more
shareholders present in person or by proxy and holding not less than thirty- three and one-third percent (33⅓%) of the issued
shares of such class, provided, however, that if such separate General Meeting of the holders of the particular class was initiated
by and convened pursuant to a resolution adopted by the Board of Directors and which at the time of such meeting the Company is a
“foreign private issuer” under US securities laws, the requisite quorum at any such separate General Meeting shall be
two or more shareholders present in person or by proxy and holding not less than twenty five percent (25%) of the issued shares of
such class.
(d) Unless
otherwise provided by these Articles, an increase in the authorized share capital, the creation of a new class of shares, an increase
in the authorized share capital of a class of shares, or the issuance of additional shares thereof out of the authorized and unissued
share capital, shall not be deemed, for purposes of this Article 7, to modify or derogate or cancel the rights attached to previously
issued shares of such class or of any other class.
| 8. | CONSOLIDATION, DIVISION, CANCELLATION AND REDUCTION OF
SHARE CAPITAL. |
(a) The Company
may, from time to time, by or pursuant to an authorization of a resolution of the General Meeting, and subject to applicable law:
(i) consolidate
all or any part of its issued or unissued authorized share capital into shares of a per share par value which is larger, equal to or smaller
than the per share nominal value of its existing shares;
(ii) divide
or sub-divide its shares (issued or unissued) or any of them, into shares of smaller or the same nominal value (subject, however, to the
provisions of the Companies Law), and the resolution whereby any share is divided may determine that, as among the holders of the shares
resulting from such subdivision, one or more of the shares may, in contrast to others, have any such preferred or deferred rights or rights
of redemption or other special rights, or be subject to any such restrictions, as the Company may attach to unissued or new shares;
(iii) cancel
any authorized shares which, at the date of the adoption of such resolution, have not been issued to any person nor has the Company made
any commitment, including a conditional commitment, to issue such shares, and reduce the amount of its share capital by the amount of
the shares so canceled; or
(iv)
reduce its share capital in any manner.
(b) With
respect to any consolidation of issued shares and with respect to any other action which may result in fractional shares, the Board of
Directors may settle any difficulty which may arise with regard thereto, as it deems fit, and, in connection with any such consolidation
or other action which could result in fractional shares, may, without limiting its aforesaid power:
(i) determine,
as to the holder of shares so consolidated, which issued shares shall be consolidated into a share of a larger, equal or smaller par value
per share;
(ii) issue,
in contemplation of or subsequent to such consolidation or other action, shares sufficient to preclude or remove fractional share holdings;
(iii) redeem
such shares or fractional shares sufficient to preclude or remove fractional share holdings;
(iv) round
up, round down or round to the nearest whole number, any fractional shares resulting from the consolidation or from any other action which
may result in fractional shares; or
(v) cause
the transfer of fractional shares by certain shareholders of the Company to other shareholders thereof so as to most expediently preclude
or remove any fractional shareholdings, and cause the transferees of such fractional shares to pay the transferors thereof the fair value
thereof, and the Board of Directors is hereby authorized to act in connection with such transfer, as agent for the transferors and transferees
of any such fractional shares, with full power of substitution, for the purposes of implementing the provisions of this sub-Article 8(b)(v).
| 9. | ISSUANCE OF SHARE CERTIFICATES, REPLACEMENT OF LOST CERTIFICATES. |
(a) To the extent that the Board of Directors
determines that all shares shall be certificated or, if the Board of Directors does not so determine, to the extent that any
shareholder requests a share certificate or the Company’s transfer agent so requires, share certificates shall be issued under
the corporate seal of the Company or its written, typed or stamped name and shall bear the signature of one Director, the
Company’s Chief Executive Officer, or any person or persons authorized therefor by the Board of Directors. Signatures may be
affixed in any mechanical or electronic form, as the Board of Directors may prescribe.
(b) Subject to the provisions
of Article 9(a), each Shareholder shall be entitled to one numbered certificate for all of the shares of any class registered in its
name. Each certificate may specify the amount paid up thereon. The Company (as determined by an officer of the Company to be
designated by the Chief Executive Officer) shall not refuse a request by a Shareholder to obtain several certificates in place of
one certificate, unless such request is, in the opinion of such officer, unreasonable. Where a Shareholder has sold or transferred
some of such Shareholder’s shares, such Shareholder shall be entitled to receive a certificate in respect of such
Shareholder’s remaining shares, provided that the previous certificate is delivered to the Company before the issuance of a
new certificate.
(c) A share
certificate registered in the names of two or more persons shall be delivered to the person first named in the Register of Shareholders
in respect of such co-ownership.
(d) A share
certificate which has been defaced, lost or destroyed, may be replaced, and the Company shall issue a new certificate to replace such
defaced, lost or destroyed certificate upon payment of such fee, and upon the furnishing of such evidence of ownership and such indemnity,
as the Board of Directors in its discretion deems fit.
Except as otherwise provided in these Articles or
the Companies Law, the Company shall be entitled to treat the registered holder of each share as the absolute owner thereof, and accordingly,
shall not, except as ordered by a court of competent jurisdiction, or as required by the Companies Law, be obligated to recognize any
equitable or other claim to, or interest in, such share on the part of any other person.
| 11. | ISSUANCE AND REPURCHASE
OF SHARES. |
(a)
The unissued shares from time to time shall be under the control of the Board of Directors (and, to the full extent permitted by law,
any Committee thereof), which shall have the power to issue or otherwise dispose of shares and of securities convertible or exercisable
into or other rights to acquire from the Company to such persons, on such terms and conditions (including, inter alia, price, with or
without premium, discount or commission, and terms relating to calls set forth in Article 13(f) hereof), and either at par or at a premium,
or subject to the provisions of the Companies Law, at a discount and/or with payment of commission, and at such times, as the Board of
Directors (or the Committee, as the case may be) deems fit, and the power to give to any person the option to acquire from the Company
any shares or securities convertible or exercisable into or other rights to acquire from the Company, either at par or at a premium,
or, subject as aforesaid, at a discount and/or with payment of commission, during such time and for such consideration as the Board of
Directors (or the Committee, as the case may be) deems fit.
(b)
The Company may at any time and from time to time, subject to the Companies Law, repurchase or finance the purchase of any shares or
other securities issued by the Company, in such manner and under such terms as the Board of Directors shall determine, whether from any
one or more Shareholders. Such purchase shall not be deemed as payment of dividends and as such, no shareholder will have the right to
require the Company to purchase his/her shares or offer to purchase shares from him/her or any other Shareholders.
| 12. | PAYMENT IN INSTALLMENT. |
If pursuant to the terms of issuance of any share,
all or any portion of the price thereof shall be payable in installments, every such installment shall be paid to the Company on the due
date thereof by the then registered holder(s) of the share or the person(s) then entitled thereto.
(a) The Board
of Directors may, from time to time, as it, in its discretion, deems fit, make calls for payment upon Shareholders in respect of any sum
(including premium) which has not been paid up in respect of shares held by such Shareholders and which is not, pursuant to the terms
of issuance of such shares or otherwise, payable at a fixed time, and each Shareholder shall pay the amount of every call so made upon
him or her (and of each installment thereof if the same is payable in installments), to the person(s) and at the time(s) and place(s)
designated by the Board of Directors, as any such times may be thereafter extended and/or such person(s) or place(s) changed. Unless otherwise
stipulated in the resolution of the Board of Directors (and in the notice hereafter referred to), each payment in response to a call shall
be deemed to constitute a pro rata payment on account of all the shares in respect of which such call was made.
(b) Notice of any call for
payment by a shareholder shall be given in writing to such shareholder not less than fourteen (14) days prior to the time of payment
fixed in such notice, and shall specify the time and place of payment, and the person to whom such payment is to be made. Prior to
the time for any such payment fixed in a notice of a call given to a shareholder, the Board of Directors may in its absolute
discretion, by notice in writing to such shareholder, revoke such call in whole or in part, extend the time fixed for payment
thereof, or designate a different place of payment or person to whom payment is to be made. In the event of a call payable in
installments, only one notice thereof need be given.
(c) If pursuant
to the terms of issuance of a share or otherwise, an amount is made payable at a fixed time (whether on account of such nominal value
of such share or by way of premium), such amount shall be payable at such time as if it were payable by virtue of a call made by the Board
of Directors and for which notice was given in accordance with paragraphs (a) and (b) of this Article 13, and the provision of these Articles
with regard to calls (and the non-payment thereof) shall be applicable to such amount or such installment (and the non-payment thereof).
(d) Joint
holders of a share shall be jointly and severally liable to pay all calls for payment in respect of such share and all interest payable
thereon.
(e) Any amount
called for payment which is not paid when due shall bear interest from the date fixed for payment until actual payment thereof, at such
rate (not exceeding the then prevailing debitory rate charged by leading commercial banks in Israel), and payable at such time(s) as the
Board of Directors may prescribe.
(f) Upon
the issuance of shares, the Board of Directors may provide for differences among the holders of such shares as to the amounts and times
for payment of calls for payment in respect of such shares.
With the approval of the Board of Directors, any
shareholder may pay to the Company any amount not yet payable in respect of his or her shares, and the Board of Directors may approve
the payment by the Company of interest on any such amount until the same would be payable if it had not been paid in advance, at such
rate and time(s) as may be approved by the Board of Directors. The Board of Directors may at any time cause the Company to repay all or
any part of the money so advanced, without premium or penalty. Nothing in this Article 14 shall derogate from the right of the Board of
Directors to make any call for payment before or after receipt by the Company of any such advance.
| 15. | FORFEITURE AND SURRENDER |
(a) If any shareholder fails to
pay an amount payable by virtue of a call, installment or interest thereon as provided for in accordance herewith, on or before the day
fixed for payment of the same, the Board of Directors may at any time after the day fixed for such payment, so long as such amount (or
any portion thereof) or interest thereon (or any portion thereof) remains unpaid, forfeit all or any of the shares in respect of which
such payment was called for. All expenses incurred by the Company in attempting to collect any such amount or interest thereon, including,
without limitation, attorneys’ fees and costs of legal proceedings, shall be added to, and shall, for all purposes (including the
accrual of interest thereon) constitute a part of, the amount payable to the Company in respect of such call.
(b) Upon
the adoption of a resolution as to the forfeiture of a Shareholder’s share, the Board of Directors shall cause notice thereof to
be given to such shareholder, which notice shall state that, in the event of the failure to pay the entire amount so payable by a date
specified in the notice (which date shall be not less than fourteen (14) days after the date such notice is given and which may be extended
by the Board of Directors), such shares shall be ipso facto forfeited, provided, however, that, prior to such date, the Board of Directors
may cancel such resolution of forfeiture, but no such cancellation shall stop the Board of Directors from adopting a further resolution
of forfeiture in respect of the non- payment of the same amount.
(c) Without
derogating from Articles 51 and 55 hereof, whenever shares are forfeited as herein provided, all dividends, if any, theretofore declared
in respect thereof and not actually paid shall be deemed to have been forfeited at the same time.
(d) The
Company, by resolution of the Board of Directors, may accept the voluntary surrender of any share.
(e) Any share
forfeited or surrendered as provided herein, shall become the property of the Company as a dormant share, and the same, subject to the
provisions of these Articles, may be sold, re-issued or otherwise disposed of as the Board of Directors deems fit.
(f) Any person
whose shares have been forfeited or surrendered shall cease to be a shareholder in respect of the forfeited or surrendered shares, but
shall, notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all calls, interest and expenses owing upon or in respect
of such shares at the time of forfeiture or surrender, together with interest thereon from the time of forfeiture or surrender until actual
payment, at the rate prescribed in Article 13(e) above, and the Board of Directors, in its discretion, may, but shall not be obligated
to, enforce or collect the payment of such amounts, or any part thereof, as it shall deem fit. In the event of such forfeiture or surrender,
the Company, by resolution of the Board of Directors, may accelerate the date(s) of payment of any or all amounts then owing to the Company
by the person in question (but not yet due) in respect of all shares owned by such shareholder, solely or jointly with another.
(g) The
Board of Directors may at any time, before any share so forfeited or surrendered shall have been sold, re-issued or otherwise disposed
of, nullify the forfeiture or surrender on such conditions as it deems fit, but no such nullification shall stop the Board of Directors
from re-exercising its powers of forfeiture pursuant to this Article 15.
(a) Except to the extent the
same may be waived or subordinated in writing, the Company shall have a first and paramount lien upon all the shares registered in
the name of each shareholder (without regard to any equitable or other claim or interest in such shares on the part of any other
person), and upon the proceeds of the sale thereof, for his or her debts, liabilities and engagements to the Company arising from
any amount payable by such shareholder in respect of any unpaid or partly paid share, whether or not such debt, liability or
engagement has matured. Such lien shall extend to all dividends from time to time declared or paid in respect of such share. Unless
otherwise provided, the registration by the Company of a transfer of shares shall be deemed to be a waiver on the part of the
Company of the lien (if any) existing on such shares immediately prior to such transfer.
(b) The
Board of Directors may cause the Company to sell a share subject to such a lien when the debt, liability or engagement giving rise to
such lien has matured, in such manner as the Board of Directors deems fit, but no such sale shall be made unless such debt, liability
or engagement has not been satisfied within fourteen (14) days after written notice of the intention to sell shall have been served on
such shareholder, his or her executors or administrators.
(c) The
net proceeds of any such sale, after payment of the costs and expenses thereof or ancillary thereto, shall be applied in or toward satisfaction
of the debts, liabilities or engagements of such shareholder in respect of such share (whether or not the same have matured), and the
remaining proceeds (if any) shall be paid to the shareholder, his or her executors, administrators or assigns.
| 17. | SALE AFTER FORFEITURE OR SURRENDER OR FOR ENFORCEMENT
OF LIEN |
Upon any sale of a share after forfeiture or surrender
or for enforcing a lien, the Board of Directors may appoint any person to execute an instrument of transfer of the share so sold and cause
the purchaser’s name to be entered in the Register of Shareholders in respect of such share. The purchaser shall be registered as
the shareholder and shall not be bound to see to the regularity of the sale proceedings, or to the application of the proceeds of such
sale, and after his or her name has been entered in the Register of Shareholders in respect of such share, the validity of the sale shall
not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
The Company may, subject to applicable law, issue
redeemable shares or other securities and redeem the same upon terms and conditions to be set forth in a written agreement between the
Company and the holder of such shares or in their terms of issuance.
TRANSFER OF SHARES
| 19. | REGISTRATION OF TRANSFER. |
No transfer of shares shall be
registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board of
Directors or an officer of the Company to be designated by the Chief Executive Officer) has been submitted to the Company (or its
transfer agent), together with any share certificate(s) and such other evidence of title as the Board of Directors or an officer of
the Company to be designated by the Chief Executive Officer may reasonably require. Notwithstanding anything to the contrary herein,
shares registered in the name of The Depository Trust Company or its agent or nominee, or any other depository or nominee thereof,
as the case may be, shall be transferrable in accordance with the policies and procedures of The Depository Trust Company or such
other depository. Until the transferee has been registered in the Register of Shareholders in respect of the shares so transferred,
the Company may continue to regard the transferor as the owner thereof. The Board of Directors or an officer of the Company to be
designated by the Chief Executive Officer, may, from time to time, prescribe a fee for the registration of a transfer, and may
approve other methods of recognizing the transfer of shares in order to facilitate the trading of the Company’s shares on the
Nasdaq Stock Market andor on any other stock exchange on which the Company’s shares are then listed for trading.
| 20. | SUSPENSION OF REGISTRATION. |
The Board of Directors may, in its discretion to
the extent it deems necessary, close the Register of Shareholders of registration of transfers of shares for a period determined by the
Board of Directors, and no registrations of transfers of shares shall be made by the Company during any such period during which the Register
of Shareholders is so closed.
TRANSMISSION OF SHARES
(a) In
case of a share registered in the names of two or more holders, the Company may recognize the survivor(s) as the sole owner(s) thereof
unless and until the provisions of Article 21(b) have been effectively invoked.
(b) Any person
becoming entitled to a share in consequence of the death of any person, upon producing evidence of the grant of probate or letters of
administration or declaration of succession (or such other evidence as the Board of Directors, or an officer of the Company to be designated
by the Chief Executive Officer, may reasonably deem sufficient), shall be registered as a shareholder in respect of such share, or may,
subject to the provisions as to transfer contained herein, transfer such share.
| 22. | RECEIVERS AND LIQUIDATORS. |
(a) The
Company may recognize any receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise liquidate a corporate shareholder,
and a trustee, manager, receiver, liquidator or similar official appointed in bankruptcy or in connection with the reorganization of,
or similar proceeding with respect to a shareholder or its properties, as being entitled to the shares registered in the name of such
shareholder.
(b) Such receiver, liquidator
or similar official appointed to wind-up, dissolve or otherwise liquidate a corporate shareholder and such trustee, manager,
receiver, liquidator or similar official appointed in bankruptcy or in connection with the reorganization of, or similar proceedings
with respect to a shareholder or its properties, upon producing such evidence as the Board of Directors (or an officer of the
Company to be designated by the Chief Executive Officer) may deem sufficient as to his/her authority to act in such capacity or
under this Article, shall with the consent of the Board of Directors or an officer of the Company to be designated by the Chief
Executive Officer (which the Board of Directors or such officer may grant or refuse in its absolute discretion), be registered as a
shareholder in respect of such shares, or may, subject to the regulations as to transfer herein contained, transfer such shares.
GENERAL MEETINGS
(a) An annual
General Meeting (“Annual General Meeting”) shall be held at least once in every calendar year, not later than 15 months
after the last preceding annual General Meeting, at such time and at such place, either within or outside of the State of Israel, as may
be determined by the Board of Directors.
(b) All
General Meetings other than Annual General Meetings shall be called “Special General Meetings”. The Board of Directors
may, at its discretion, convene a Special General Meeting at such time and place, within or outside of the State of Israel, as may be
determined by the Board of Directors.
(c) If so determined
by the Board of Directors, an Annual General Meeting or a Special General Meeting may be held through the use of any means of communication
approved by the Board of Directors, provided all of the participating Shareholders can hear each other simultaneously. A resolution approved
by use of means of communications as aforesaid, shall be deemed to be a resolution lawfully adopted at such general meeting and a Shareholder
shall be deemed present in person at such general meeting if attending such meeting through the means of communication used at such meeting.
| 24. | RECORD DATE FOR GENERAL
MEETING. |
Notwithstanding any provision of these Articles to
the contrary, and to allow the Company to determine the shareholders entitled to notice of or to vote at any General Meeting or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or grant of any rights, or entitled to exercise any rights
in respect of or to take or be the subject of any other action, the Board of Directors may fix a record date for the General Meeting,
which shall not be more than the maximum period and not less than the minimum period permitted by law. A determination of shareholders
of record entitled to notice of or to vote at a General Meeting shall apply to any adjournment of the meeting; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.
| 25. | SHAREHOLDER PROPOSAL REQUEST. |
(a) Any Shareholder or
Shareholders of the Company holding at least one percent (1%) of the voting rights of the Company (the “Proposing
Shareholder(s)”) may request, subject to the Companies Law, that the Board of Directors include a matter on the agenda of
a General Meeting to be held in the future, provided that the Board of Directors determines that the matter is appropriate to be
considered at a General Meeting (a “Proposal Request”). In order for the Board of Directors to consider a
Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request
(and the Proposal Request itself) must be timely delivered in accordance with applicable law, and the Proposal Request must comply
with the requirements of these Articles (including this Article 25) and any applicable law and stock exchange rules and regulations.
The Proposal Request must be in writing, signed by all of the Proposing Shareholder(s) making such request, delivered, either in
person or by registered mail, postage prepaid, and received by the Secretary (or, in the absence thereof by the Chief Executive
Officer) of the Company. The announcement of an adjournment or postponement of a General Meeting shall not commence a new time
period (or extend any time period) for the delivery of a Proposal Request as described above. In addition to any information
required to be included in accordance with applicable law, a Proposal Request must include the following: (i) the name, address,
telephone number, fax number and email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and,
if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of Shares held by the Proposing
Shareholder(s), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied by
evidence satisfactory to the Company of the record holding of such Shares by the Proposing Shareholder(s) as of the date of the
Proposal Request; (iii) the matter requested to be included on the agenda of a General Meeting, all available information related to
such matter, the reason that such matter is proposed to be brought before the General Meeting, the complete text of the resolution
that the Proposing Shareholder proposes to be voted upon at the General Meeting, and a representation that the Proposing
Shareholder(s) intend to appear in person or by proxy at the meeting, (iv) a description of all arrangements or understandings
between the Proposing Shareholders and any other Person(s) (naming such Person or Persons) in connection with the matter that is
requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them has a
personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all
Derivative Transactions (as defined below) by each Proposing Shareholder(s) during the previous twelve (12) month period, including
the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such
Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other
applicable law and stock exchange rules and regulations to be provided to the Company in connection with such matter, if any, has
been provided to the Company. The Board of Directors, may, in its discretion, to the extent it deems necessary, request that the
Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of a General Meeting, as
the Board of Directors may reasonably require.
A “Derivative Transaction” means
any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or
any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value
of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to
gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate
loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting
power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company,
which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond,
convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related
fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or
series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited
partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing
member.
(b) The information
required pursuant to this Article shall be updated as of (i) the record date of the General Meeting, (ii) five business days before the
General Meeting, and (iii) as of the General Meeting, and any adjournment or postponement thereof.
(c) The
provisions of Articles 25(a) and 25(b) shall apply, mutatis mutandis, on any matter to be included on the agenda of a Special General
Meeting which is convened pursuant to a request of a Shareholder duly delivered to the Company in accordance with the Companies Law.
(d) Notwithstanding
anything to the contrary herein, this Article 25 may only be amended, replaced or suspended by a resolution adopted at a General Meeting
by a majority of at least sixty percent (60%) of the total voting power of the Shareholders.
| 26. | NOTICE OF GENERAL MEETINGS;
OMISSION TO GIVE NOTICE. |
(a) The
Company is not required to give notice of a General Meeting, subject to any mandatory provision of the Companies Law.
(b) The
accidental omission to give notice of a General Meeting to any Shareholder, or the non-receipt of notice sent to such Shareholder, shall
not invalidate the proceedings at such meeting or any resolution adopted thereat.
(c) No Shareholder
present, in person or by proxy, at any time during a General Meeting shall be entitled to seek the cancellation or invalidation of any
proceedings or resolutions adopted at such General Meeting on account of any defect in the notice of such meeting relating to the time
or the place thereof, or any item acted upon at such meeting.
(d) The Company
may add additional places for Shareholders to review the full text of the proposed resolutions to be adopted at a General Meeting, including
an internet site.
PROCEEDINGS AT GENERAL MEETINGS
(a) No business
shall be transacted at a General Meeting, or at any adjournment thereof, unless the quorum required under these Articles for such General
Meeting or such adjourned meeting, as the case may be, is present when the meeting proceeds to business.
(b) In the
absence of contrary provisions in these Articles, the requisite quorum for any General Meeting shall be two or more Shareholders (not
in default in payment of any sum referred to in Article 13 hereof), present in person or by proxy and holding shares conferring in the
aggregate at least thirty-three and one third percent (331⁄3%) of the voting power of the Shareholders, provided, however,
that with respect to any General Meeting, including an Annual General Meeting, that was initiated by and convened pursuant to a resolution
adopted by the Board of Directors (and not pursuant to the request of any other person), and, at such time of the General Meeting, the
Company is qualified to use the forms and rules of a “foreign private issuer” under the U.S. securities laws, the requisite
quorum shall be two or more Shareholders (not in default in payment of any sum referred to in Article 13 hereof), present in person or
by proxy and holding shares conferring in the aggregate at least twenty-five percent (25%) of the voting power of the Shareholders, shall
constitute a quorum of General Meetings. For the purpose of calculating the quorum present at a certain General Meeting, a proxy holder
may be counted as two (2) or more Shareholders in accordance with the actual number of Shareholders represented by the proxy holder.
(c) If within
half an hour from the time appointed for the meeting a quorum is not present, then without any further notice, the meeting shall be adjourned
either (i) to the same day in the next week, at the same time and place, (ii) to such day and at such time and place as indicated in the
notice of such meeting, or (iii) to such day and at such time and place as the Chairperson of the General Meeting shall determine (which
may be earlier or later than the date pursuant to clause (i) above). No business shall be transacted at any adjourned meeting except business
which might lawfully have been transacted at the meeting as originally called. At such adjourned meeting, if the original meeting was
convened upon request under Section 63 of the Companies Law, one or more shareholders, present in person or by proxy, and holding the
number of shares required for making such request, shall constitute a quorum, but in any other case any shareholder (not in default as
aforesaid) present in person or by proxy, shall constitute a quorum.
| 28. | CHAIRPERSON OF GENERAL MEETING. |
The Chairperson of the Board of
Directors, shall preside as Chairperson of every General Meeting of the Company. If at any meeting the Chairperson is not present
within fifteen (15) minutes after the time fixed for holding the meeting or is unwilling to act as Chairperson, any of the following
may preside as Chairperson of the meeting (and in the following order): a Director designated by the Board of Directors, the Chief
Executive Officer, the Chief Financial Officer, the General Counsel or any person designated by any of the foregoing. If at any such
meeting none of the foregoing persons is present or all are unwilling to act as Chairperson, the Shareholders present (in person or
by proxy) shall choose a Shareholder or its proxy present at the meeting to be Chairperson. The office of Chairperson shall not, by
itself, entitle the holder thereof to vote at any General Meeting nor shall it entitle such holder to a second or casting vote
(without derogating, however, from the rights of such Chairperson to vote as a shareholder or proxy of a shareholder if, in fact,
he/she is also a shareholder or such proxy).
| 29. | ADOPTION OF RESOLUTIONS
AT GENERAL MEETINGS. |
(a) Except
as required by the Companies Law or these Articles, including, without limitation, Article 39 below, a resolution of the Shareholders
shall be adopted if approved by the holders of a simple majority of the voting power of the Shareholders represented at the General Meeting
in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power of the Shareholders
present and voting. Without limiting the generality of the foregoing, a resolution with respect to a matter or action for which the Companies
Law prescribes a higher majority or pursuant to which a provision requiring a higher majority would have been deemed to have been incorporated
into these Articles, but for which the Companies Law allows these Articles to provide otherwise (including Sections 327 and 24 of the
Companies Law), shall be adopted by a simple majority of the voting power of the Shareholders represented at the General Meeting in person
or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power of the Shareholders present
and voting.
(b) Every question submitted to
a General Meeting shall be decided by a show of hands, but the Chairperson of the General Meeting may determine that a resolution
shall be decided by a written ballot. A written ballot may be implemented before the proposed resolution is voted upon or
immediately after the declaration by the Chairperson of the results of the vote by a show of hands. If a vote by written ballot is
taken after such declaration, the results of the vote by a show of hands shall be of no effect, and the proposed resolution shall be
decided by such written ballot.
(c) A declaration
by the Chairperson of the General Meeting that a resolution has been carried unanimously, or carried by a particular majority, or rejected,
and an entry to that effect in the minute book of the Company, shall be prima facie evidence of the fact without proof of the number or
proportion of the votes recorded in favor of or against such resolution.
A General Meeting, the consideration of any matter
on its agenda or the resolution on any matter on its agenda, may be postponed or adjourned, from time to time and from place to place:
(i) by the Chairperson of a General Meeting at which a quorum is present (and he/she shall if so directed by the meeting, with the consent
of the holders of a majority of the voting power of the Shareholders represented in person or by proxy and voting on the question of adjournment),
but no business shall be transacted at any such adjourned meeting except business which might lawfully have been transacted at the meeting
as originally called, or a matter on its agenda with respect to which no resolution was adopted at the meeting originally called; or (ii)
by the Board of Directors (whether prior to or at a General Meeting).
Subject to any provision hereof conferring special
rights as to voting, or restricting the right to vote, every Shareholder shall have one vote for each share held by him/her of record,
on every resolution, without regard to whether the vote thereon is conducted by a show of hands, by written ballot or by any other means.
(a) A company
or other corporate body being a Shareholder of the Company may duly authorize any person to be its representative at any meeting of the
Company or to execute or deliver a proxy on its behalf. Any person so authorized shall be entitled to exercise on behalf of such Shareholder
all the power, which the Shareholder could have exercised if it were an individual. Upon the request of the Chairperson of the General
Meeting, written evidence of such authorization (in form acceptable to the Chairperson) shall be delivered to him/her.
(b) Any
Shareholder entitled to vote may vote either in person or by proxy (who need not be Shareholder of the Company), or, if the Shareholder
is a company or other corporate body, by representative authorized pursuant to Article (a) above.
(c) If two
or more persons are registered as joint holders of any share, the vote of the senior who tenders a vote, in person or by proxy, shall
be accepted to the exclusion of the vote(s) of the other joint holder(s). For the purpose of this Article 32(c), seniority shall be determined
by the order of registration of the joint holders in the Register of Shareholder.
(d) If a
Shareholder is a minor, under protection, bankrupt or legally incompetent, or in the case of a corporation, is in receivership or liquidation,
it may, subject to all other provisions of these Articles and any documents or records required to be provided under these Articles, vote
through his, her or its trustees, receiver, liquidator, natural guardian or another legal guardian, as the case may be, and the persons
listed above may vote in person or by proxy.
PROXIES
| 33. | INSTRUMENT OF APPOINTMENT. |
(a) An instrument
appointing a proxy shall be in writing and shall be substantially in the following form:
| “I |
|
of |
|
| |
(Name of Shareholder) |
|
(Address of Shareholder) |
| |
|
|
|
| Being a shareholder of Arbe Robotics Ltd. hereby appoints |
| |
| |
|
of |
|
| |
(Name of Proxy) |
|
(Address of Proxy) |
| |
|
|
|
| as my proxy to vote for me and on my behalf at the General Meeting of the Company to
be held on the _____day of_____, _____and at any adjournment(s) thereof. |
| |
| Signed this day _____ of _____, _____. |
|
| |
|
| |
|
(Signature of Appointor)” |
or in any usual or common form or in such other form
as may be approved by the Board of Directors. Such proxy shall be duly signed by the appointor, or, if such appointor is company or other
corporate body, in the manner in which it signs documents which binds it together with a certificate of an attorney with regard to the
authority of the signatories.
(b) Subject
to the Companies Law, the original instrument appointing a proxy or a copy thereof certified by an attorney (and the power of attorney
or other authority, if any, under which such instrument has been signed) shall be delivered to the Company (at its Office, at its principal
place of business, or at the offices of its registrar or transfer agent, or at such place as notice of the meeting may specify) not less
than forty eight (48) hours (or such shorter period as the notice shall specify) before the time fixed for such meeting. Notwithstanding
the above, the Chairperson shall have the right to waive the time requirement provided above with respect to all instruments of proxies
and to accept any and all instruments of proxy until the beginning of a General Meeting. A document appointing a proxy shall be valid
for every adjourned meeting of the General Meeting to which the document relates.
| 34. | EFFECT OF DEATH OF APPOINTOR OF TRANSFER OF SHARE AND
OR REVOCATION OF APPOINTMENT. |
(a) A vote
cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the prior death or bankruptcy of the appointing
shareholder (or of his/her attorney-in-fact, if any, who signed such instrument), or the transfer of the share in respect of which the
vote is cast, unless written notice of such matters shall have been received by the Company or by the Chairperson of such meeting prior
to such vote being cast.
(b) Subject to the Companies Law, an instrument
appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairperson, subsequent to receipt by the Company
of such instrument, of written notice signed by the person signing such instrument or by the Shareholder appointing such proxy
canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing
a different proxy (and such other documents, if any, required under Article 33(b) for such new appointment), provided such notice of
cancellation or instrument appointing a different proxy were so received at the place and within the time for delivery of the
instrument revoked thereby as referred to in Article 33(b) hereof, or
(ii) if the appointing shareholder is present in
person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairperson of such meeting of written notice
from such shareholder of the revocation of such appointment, or if and when such shareholder votes at such meeting. A vote cast in accordance
with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported cancellation of the appointment, or the
presence in person or vote of the appointing shareholder at a meeting for which it was rendered, unless such instrument of appointment
was deemed revoked in accordance with the foregoing provisions of this Article 34(b) at or prior to the time such vote was cast.
BOARD OF DIRECTORS
| 35. | POWERS OF BOARD OF DIRECTORS. |
(a) The
Board of Directors may exercise all such powers and do all such acts and things as the Board of Directors is authorized by law or as the
Company is authorized to exercise and do and are not hereby or by law required to be exercised or done by the General Meeting. The authority
conferred on the Board of Directors by this Article 35 shall be subject to the provisions of the Companies Law, these Articles and any
regulation or resolution consistent with these Articles adopted from time to time at a General Meeting, provided, however, that no such
regulation or resolution shall invalidate any prior act done by or pursuant to a decision of the Board of Directors which would have been
valid if such regulation or resolution had not been adopted.
(b) Without
limiting the generality of the foregoing, the Board of Directors may, from time to time, set aside any amount(s) out of the profits of
the Company as a reserve or reserves for any purpose(s) which the Board of Directors, in its absolute discretion, shall deem fit, including
without limitation, capitalization and distribution of bonus shares, and may invest any sum so set aside in any manner and from time to
time deal with and vary such investments and dispose of all or any part thereof, and employ any such reserve or any part thereof in the
business of the Company without being bound to keep the same separate from other assets of the Company, and may subdivide or re-designate
any reserve or cancel the same or apply the funds therein for another purpose, all as the Board of Directors may from time to time think
fit.
| 36. | EXERCISE OF POWERS OF BOARD
OF DIRECTORS. |
(a) A meeting
of the Board of Directors at which a quorum is present shall be competent to exercise all the authorities, powers and discretion vested
in or exercisable by the Board of Directors.
(b) A resolution
proposed at any meeting of the Board of Directors shall be deemed adopted if approved by a majority of the Directors present, entitled
to vote and voting thereon when such resolution is put to a vote.
(c) The
Board of Directors may adopt resolutions, without convening a meeting of the Board of Directors, in writing or in any other manner permitted
by the Companies Law.
(d) The Board
of Directors may hold meetings by use of any means of communication on the condition that all participating directors can hear each other
at the same time.
(a) The
Board of Directors may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees (in these Articles
referred to as a “Committee of the Board of Directors”, or “Committee”), each consisting of one
or more persons, and it may from time to time revoke such delegation or alter the composition of any such Committee. No regulation imposed
by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant
to a resolution by the Committee which would have been valid if such regulation or resolution of the Board of Directors had not been adopted.
The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions
herein contained for regulating the meetings of the Board of Directors, to the extent not superseded by any regulations adopted by the
Board of Directors. Unless otherwise expressly prohibited by the Board of Directors, in delegating powers to a Committee of the Board
of Directors, such Committee shall be empowered to further delegate such powers.
(b) Without
derogating from the provisions of Article 49, the Board of Directors may from time to time appoint a Secretary to the Company, as well
as officers, agents, employees and independent contractors, as the Board of Directors deems fit, and may terminate the service of any
such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the
salaries and compensation, of all such persons.
(c) The Board
of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the
attorney or attorneys of the Company at law or in fact for such purposes(s) and with such powers, authorities and discretions, and for
such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions
for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems fit, and may also authorize
any such attorney to delegate all or any of the powers, authorities and discretions vested in him/her.
(a)
The Board of Directors shall consist of such number of Directors (not less than three (3) and not more than nine (9), including
External Directors, if any were elected) as may be fixed from time to time by the Board of Directors.
(b) Notwithstanding
anything to the contrary herein, this Article 38 may only be amended or replaced by a resolution adopted at a General Meeting by a majority
of at least sixty percent (60%) of the total voting power of the Shareholders.
| 39. | ELECTION AND REMOVAL OF
DIRECTORS. |
(a) The
Directors, excluding the External Directors, if any were elected, shall be classified, with respect to the term for which they each severally
hold office, into three classes, as nearly equal in number as practicable, hereby designated as Class I, Class II and Class III. The Board
of Directors may assign members of the Board of Directors already in office to such classes at the time such classification becomes effective.
(i) The term of office of the
initial Class I directors shall expire at the first Annual General Meeting to be held in 2022 and when their successors are elected
and qualified, (ii) The term of office of the initial Class II directors shall expire at the first Annual General Meeting following
the Annual General Meeting referred to in clause (i) above and when their successors are elected and qualified, and
(iii) The
term of office of the initial Class III directors shall expire at the first Annual General Meeting following the Annual General Meeting
referred to in clause (ii) above and when their successors are elected and qualified.
(b) At each
Annual General Meeting, commencing with the Annual General Meeting to be held in 2022, each of the successors elected to replace the Directors
of a Class whose term shall have expired at such Annual General Meeting shall be elected to hold office until the third Annual General
Meeting next succeeding his/her election and until his/her respective successor shall have been elected and qualified. Notwithstanding
anything to the contrary, each Director shall serve until his/her successor is elected and qualified or until such earlier time as such
Director’s office is vacated.
(c) If the
number of Directors (excluding External Directors, if any were elected) that consists the Board of Directors is hereafter changed, any
newly created directorships or decrease in directorships shall be so apportioned by the Board of Directors among the classes as to make
all classes as nearly equal in number as is practicable, provided that no decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.
(d) Prior
to every General Meeting of the Company at which Directors are to be elected, and subject to clauses (a) and (h) of this Article, the
Board of Directors (or a Committee thereof) shall select, by a resolution adopted by a majority of the Board of Directors (or such Committee),
a number of Persons to be proposed to the Shareholders for election as Directors at such General Meeting (the “Nominees”).
(e) Any Proposing Shareholder
requesting to include on the agenda of a General Meeting a nomination of a Person to be proposed to the Shareholders for election as
Director (such person, an “Alternate Nominee”), may so request provided that it complies with this Article 39(e)
and Article 25 and applicable law. Unless otherwise determined by the Board of Directors, a Proposal Request relating to Alternate
Nominee is deemed to be a matter that is appropriate to be considered only in an Annual General Meeting. In addition to any
information required to be included in accordance with applicable law, such a Proposal Request shall include information required
pursuant to Article 25, and shall also set forth:
(i) the name, address,
telephone number, fax number and email address of the Alternate Nominee and all citizenships and residencies of the Alternate
Nominee; (ii) a description of all arrangements, relations or understandings during the past three (3) years, and any other material
relationships between the Proposing Shareholder(s) or any of its affiliates and each Alternate Nominee; (iii) a declaration signed
by the Alternate Nominee that he/she consents to be named in the Company’s notices and proxy materials relating to the General
Meeting, if provided or published, and, if elected, to serve on the Board of Directors and to be named in the Company’s
disclosures and filings, (iv) a declaration signed by each Alternate Nominee as required under the Companies Law and any other
applicable law and stock exchange rules and regulations for the appointment of such an Alternate Nominee and an undertaking that all
of the information that is required under law and stock exchange rules and regulations to be provided to the Company in connection
with such an appointment has been provided (including, information in respect of the Alternate Nominee as would be provided in
response to the applicable disclosure requirements under Form 20- F or any other applicable form prescribed by the U.S. Securities
and Exchange Commission (the “SEC”); (v) a declaration made by the Alternate Nominee of whether he/she meets the
criteria for an independent director and/or External Director of the Company under the Companies Law and/or under any applicable
law, regulation or stock exchange rules, and if not, then an explanation of why not; and (vi) any other information required at the
time of submission of the Proposal Request by applicable law, regulations or stock exchange rules. In addition, the Proposing
Shareholder shall promptly provide any other information reasonably requested by the Company, including a duly completed director
and officer questionnaire, in such form as may be provided by the Company, with respect to each Alternate Nominee. The Board of
Directors may refuse to acknowledge the nomination of any person not made in compliance with the foregoing. The Company shall be
entitled to publish any information provided by a Proposing Shareholder pursuant to this Article 39(e) and Article 25, and the
Proposing Shareholder shall be responsible for the accuracy and completeness thereof.
(f) The Nominees
or Alternate Nominees shall be elected by a resolution adopted at the General Meeting at which they are subject to election.
(g) Notwithstanding
anything to the contrary herein, this Article 39 may only be amended, replaced or suspended by a resolution adopted at a General Meeting
by a majority of at least sixty percent (60%) of the total voting power of the Shareholders.
(h) Notwithstanding
anything to the contrary in these Articles, the election, qualification, removal or dismissal of External Directors, if so elected, shall
be only in accordance with the applicable provisions set forth in the Companies Law.
| 40. | COMMENCEMENT OF DIRECTORSHIP. |
Without derogating from Article 39, the term of office
of a Director shall commence as of the date of his/her appointment or election, or on a later date if so specified in his/her appointment
or election.
| 41. | CONTINUING DIRECTORS IN
THE EVENT OF VACANCIES. |
The Board of Directors may at any time and from time
to time appoint any person as a Director to fill a vacancy (whether such vacancy is due to a Director no longer serving or due to the
number of Directors serving being less than the maximum number stated in Article 38 hereof). In the event of one or more such vacancies
in the Board of Directors, the continuing Directors may continue to act in every matter, provided, however, that if the number of Directors
serving is less than the minimum number provided for pursuant to Article 38 hereof, they may only act in an emergency or to fill the office
of a Director which has become vacant up to a number equal to the minimum number provided for pursuant to Article 38 hereof, or in order
to call a General Meeting of the Company for the purpose of electing Directors to fill any or all vacancies. The office of a Director
that was appointed by the Board of Directors to fill any vacancy shall only be for the remaining period of time during which the Director
whose service has ended was filled would have held office, or in case of a vacancy due to the number of Directors serving being less than
the maximum number stated in Article 38 hereof the Board of Directors shall determine at the time of appointment the class pursuant to
Article 39 to which the additional Director shall be assigned. Notwithstanding anything to the contrary herein, this Article 41 may only
be amended, replaced or suspended by a resolution adopted at a General Meeting by a majority of at least sixty percent (60%) of the total
voting power of the Shareholders.
The office of a Director shall be vacated and he/she shall
be dismissed or removed:
(a) ipso facto, upon his/her death;
(b) if he/she is prevented by applicable law from serving as a Director;
(c) if the
Board of Directors determines that due to his/her mental or physical state he/she is unable to serve as a director;
(d) if his/her directorship expires pursuant to these Articles or applicable law;
(e) by a
resolution adopted at a General Meeting by a majority of the voting power of the Shareholders represented at the General Meeting in person
or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power of the Shareholders present
and voting. Such removal shall become effective on the date fixed in such resolution;
(f) by his/her
written resignation, such resignation becoming effective on the date fixed therein, or upon the delivery thereof to the Company, whichever
is later; or
(g) with
respect to an External Director, if so elected, and notwithstanding anything to the contrary herein, only pursuant to applicable law.
| 43. | CONFLICT OF INTERESTS; APPROVAL OF RELATED PARTY TRANSACTIONS. |
(a) Subject
to the provisions of the Companies Law and these Articles, no Director shall be disqualified by virtue of his/her office from holding
any office or place of profit in the Company or in any company in which the Company shall be a shareholder or otherwise interested, or
from contracting with the Company as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered
into by or on behalf of the Company in which any Director shall be in any way interested, be avoided, nor, other than as required under
the Companies Law, shall any Director be liable to account to the Company for any profit arising from any such office or place of profit
or realized by any such contract or arrangement by reason only of such Director’s holding that office or of the fiduciary relations
thereby established, but the nature of his/her interest, as well as any material fact or document, must be disclosed by him/her at the
meeting of the Board of Directors at which the contract or arrangement is first considered, if his/her interest then exists, or, in any
other case, at no later than the first meeting of the Board of Directors after the acquisition of his/her interest.
(b) Subject
to the Companies Law and these Articles, a transaction between the Company and an Office Holder, and a transaction between the Company
and another entity in which an Office Holder of the Company has a personal interest, which is not an Extraordinary Transaction (as defined
by the Companies Law), shall only require the approval of the Board of Directors or a committee of the Board. Such authorization, as well
as the actual approval, may be for a particular transaction or more generally for specific type of transactions.
PROCEEDINGS OF THE BOARD
OF DIRECTORS
(a) The
Board of Directors may meet and adjourn its meetings and otherwise regulate such meetings and proceedings as the Directors think fit.
(b) A meeting
of the Board of Directors shall be convened by the Secretary upon instruction of the Chairperson or upon a request of at least two Directors
which is submitted to the Chairperson or in any event that such meeting is required by the provisions of the Companies Law. In the event
that the Chairperson does not instruct the Secretary to convene a meeting upon a request of at least two (2) Directors within seven (7)
days of such request, then such two Directors may convene a meeting of the Board of Directors. Any meeting of the Board of Directors shall
be convened upon not less than two
(2) days’ notice, unless such notice is waived in
writing by all of the Directors as to a particular meeting or by their attendance at such meeting or unless the matters to be discussed
at such meeting are of such urgency and importance that notice is reasonably determined by a majority of the Directors then in office
as ought to be waived or shortened under the circumstances.
(c) Notice
of any such meeting shall be given orally, by telephone, in writing or by mail or facsimile or such other means of delivery of notices
as the Company may apply, from time to time.
(d) Notwithstanding
anything to the contrary herein, failure to deliver notice to a Director of any such meeting in the manner required hereby may be waived
by such Director, and a meeting shall be deemed to have been duly convened notwithstanding such defective notice if such failure or defect
is waived prior to action being taken at such meeting, by all Directors entitled to participate at such meeting to whom notice was not
duly given as aforesaid. Without derogating from the foregoing, no Director present at any time during a meeting of the Board of Directors
shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such meeting on account of any
defect in the notice of such meeting relating to the date, time or the place thereof or the convening of the meeting.
Until otherwise unanimously
decided by the Board of Directors, a quorum at a meeting of the Board of Directors shall be constituted by the presence in person or
by any means of communication of a majority of the Directors then in office who are lawfully entitled to participate and vote in the
meeting. No business shall be transacted at a meeting of the Board of Directors unless the requisite quorum is present (in person or
by any means of communication provided that all participating Directors can hear each other simultaneously) when the meeting
proceeds to business. If within 30 minutes from the time appointed for a meeting of the Board of Directors a quorum is not present,
the meeting shall stand adjourned at the same place and time 48 hours thereafter unless the Chairperson has determined that there is
such urgency and importance that a shorter period is required under the circumstances. If an adjourned meeting is convened in
accordance with the foregoing and a quorum is not present within 30 minutes of the announced time, the requisite quorum at such
adjourned meeting shall be, any two (2) Directors, if the number of then serving directors is up to five, and any three (3)
Directors, if the number of then serving directors is more than five, in each case who are lawfully entitled to participate in the
meeting and who are present at such adjourned meeting. At an adjourned meeting of the Board of Directors the only matters to be
considered shall be those matters which might have been lawfully considered at the meeting of the Board of Directors originally
called if a requisite quorum had been present, and the only resolutions to be adopted are such types of resolutions which could have
been adopted at the meeting of the Board of Directors originally called.
| 47. | CHAIRPERSON OF THE BOARD
OF DIRECTORS. |
The Board of Directors shall, from time to time, elect
one of its members to be the Chairperson of the Board of Directors, remove such Chairperson from office and appoint in his/her place.
The Chairperson of the Board of Directors shall preside at every meeting of the Board of Directors, but if there is no such Chairperson,
or if at any meeting he/she is not present within fifteen (15) minutes of the time fixed for the meeting or if he/she is unwilling to
take the chair, the Directors present shall choose one of the Directors present at the meeting to be the Chairperson of such meeting.
The office of Chairperson of the Board of Directors shall not, by itself, entitle the holder to a second or casting vote.
| 48. | VALIDITY OF ACTS DESPITE
DEFECTS. |
All acts done or transacted at any meeting of the
Board of Directors, or of a Committee of the Board of Directors, or by any person(s) acting as Director(s), shall, notwithstanding that
it may afterwards be discovered that there was some defect in the appointment of the participants in such meeting or any of them or any
person(s) acting as aforesaid, or that they or any of them were disqualified, be as valid as if there were no such defect or disqualification.
CHIEF EXECUTIVE OFFICER
| 49. | CHIEF EXECUTIVE OFFICER. |
(a) The
Board of Directors shall from time to time appoint one or more persons, whether or not Directors, as Chief Executive Officer of the Company
and may confer upon such person(s), and from time to time modify or revoke, such titles and such duties and authorities of the Board of
Directors as the Board of Directors may deem fit, subject to such limitations and restrictions as the Board of Directors may from time
to time prescribe. Such appointment(s) may be either for a fixed term or without any limitation of time, and the Board of Directors may
from time to time (subject to any additional approvals required under, and the provisions of, the Companies Law and of any contract between
any such person and the Company) fix their salaries and compensation, remove or dismiss them from office and appoint another or others
in his/her or their place or places.
(b) Unless
otherwise determined by the Board of Directors, the Chief Executive Officer shall have authority with respect to the management and operations
of the Company in the ordinary course of business.
MINUTES
Any minutes of the General Meeting or the Board of
Directors or any committee thereof, if purporting to be signed by the Chairperson of the General Meeting, the Board of Directors or a
committee thereof, as the case may be, or by the Chairperson of the next succeeding General Meeting, meeting of the Board of Directors
or meeting of a Committee, as the case may be, shall constitute prima facie evidence of the matters recorded therein.
DIVIDENDS
| 51. | DECLARATION OF DIVIDENDS. |
The Board of Directors may from time to time declare,
and cause the Company to pay, such dividends as permitted by the Companies Law. The Board of Directors shall determine the time for payment
of such dividends and the record date for determining the shareholders entitled thereto.
| 52. | AMOUNT PAYABLE BY WAY OF
DIVIDENDS. |
Subject to the provisions of these Articles and subject
to the rights or conditions attached at that time to any share in the capital of the Company granting preferential, special or deferred
rights or not granting any rights with respect to dividends, any dividend paid by the Company shall be allocated among the shareholders
(not in default in payment of any sum referred to in Article 13 hereof) entitled thereto on a pari passu basis in proportion to their
respective holdings of the issued and outstanding shares of the Company in respect of which such dividends are being paid.
No dividend shall carry interest as against the Company.
| 54. | CAPITALIZATION OF PROFITS,
RESERVES, ETC. |
The Board of Directors may determine that the Company
(i) may cause any moneys, investments, or other assets forming part of the undivided profits of the Company, standing to the credit of
a reserve fund, or to the credit of a reserve fund for the redemption of capital, or in the hands of the Company and available for dividends,
or representing premiums received on the issuance of shares and standing to the credit of the share premium account, to be capitalized
and distributed among such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same
proportion, on the footing that they become entitled thereto as capital; and (ii) may cause such distribution or payment to be accepted
by such shareholders in full satisfaction of their interest in the said capitalized sum.
| 55. | IMPLEMENTATION OF POWERS. |
The Board of Directors may settle any difficulty which
may arise in regard to the distribution as it thinks expedient, and, in particular, may fix the value for distribution of any specific
assets and may determine that cash payments shall be made to any shareholders upon the footing of the value so fixed, or that fractions
of less value than a certain determined value may be disregarded in order to adjust the rights of all parties, and may vest any such cash,
shares, debentures, debenture stock or specific assets in trustees upon such trusts for the persons entitled to the dividend or capitalized
fund as may seem expedient to the Board of Directors. Where requisite, a proper contract shall be filed in accordance with Section 291
of the Companies Law, and the Board of Directors may appoint any person to sign such contract on behalf of the persons entitled to the
dividend or capitalized fund.
All unclaimed dividends or other moneys payable in
respect of a share may be invested or otherwise made use of by the Board of Directors for the benefit of the Company until claimed. The
payment of any unclaimed dividend or such other moneys into a separate account shall not constitute the Company a trustee in respect thereof,
and any dividend unclaimed after a period of one (1) year from the date of declaration of such dividend, and any such other moneys unclaimed
after a like period from the date the same were payable, shall be forfeited and shall revert to the Company, provided, however, that the
Board of Directors may, at its discretion, extend such period or cause the Company to pay any such dividend or such other moneys, or any
part thereof, to a person who would have been entitled thereto had the same not reverted to the Company. The principal (and only the principal)
of any unclaimed dividend of such other moneys shall be, if claimed, paid to a person entitled thereto.
Any dividend or other moneys payable in cash in respect
of a share less the tax required to be withheld pursuant to applicable law, may, as determined by the Board of Directors in its sole discretion,
be paid by check or payment order sent through the post to, or left at, the registered address of the person entitled thereto or by transfer
to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly
thereto in consequence of the death or bankruptcy of the holder or otherwise, to the joint holder whose name is registered first in the
Register of Shareholders or his/her bank account or the person who the Company may then recognize as the owner thereof or entitled thereto
under Article 21 or 22 hereof, as applicable, or such person’s bank account), or to such person and at such other address as the
person entitled thereto may by writing direct, or in any other manner the Board of Directors deems appropriate.
Every such check or warrant or other method of payment
shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may
direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company. Every such check
shall be sent at the risk of the Person entitled to the money represented thereby.
| 58. | RECEIPT FROM A JOINT HOLDER. |
If two or more persons are registered as joint holders
of any share, or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of them may
give effectual receipts for any dividend or other moneys payable or property distributable in respect of such share.
ACCOUNTS
The Company’s books of account shall be kept
at the Office of the Company, or at such other place or places as the Board of Directors may think fit, and they shall always be open
to inspection by all Directors. No shareholder, not being a Director, shall have any right to inspect any account or book or other similar
document of the Company, except as conferred by law or authorized by the Board of Directors. The Company shall make copies of its annual
financial statements available for inspection by the shareholders at the principal offices of the Company. The Company shall not be required
to send copies of its annual financial statements to shareholders.
The appointment, authorities, rights and duties of
the auditor(s) of the Company, shall be regulated by applicable law, provided, however, that in exercising its authority to fix the remuneration
of the auditor(s), the shareholders in General Meeting may act (and in the absence of any action in connection therewith shall be deemed
to have so acted) to authorize the Board of Directors (with right of delegation to a committee thereof or to management) to fix such remuneration
subject to such criteria or standards, and if no such criteria or standards are so provided, such remuneration shall be fixed in an amount
commensurate with the volume and nature of the services rendered by such auditor(s). The General Meeting may, if so recommended by the
Board of Directors, appoint the auditors for a period that may extend until the third Annual General Meeting after the Annual General
Meeting in which the auditors were appointed.
SUPPLEMENTARY REGISTERS
| 61. | SUPPLEMENTARY REGISTERS. |
Subject to and in accordance with the provisions of
Sections 138 and 139 of the Companies Law, the Company may cause supplementary registers to be kept in any place outside Israel as the
Board of Directors may think fit, and, subject to all applicable requirements of law, the Board of Directors may from time to time adopt
such rules and procedures as it may think fit in connection with the keeping of such branch registers.
EXEMPTION, INDEMNITY AND INSURANCE
Subject to the provisions of the Companies Law with
regard to such matters, the Company may enter into a contract for the insurance of the liability, in whole or in part, of any of its Office
Holders imposed on such Office Holder due to an act performed by or an omission of the Office Holder in the Office Holder’s capacity
as an Office Holder of the Company arising from any matter permitted by law, including the following:
(a)
a breach of duty of care to the Company or to any other person;
(b) a
breach of his/her duty of loyalty to the Company, provided that the Office Holder acted in good faith and had reasonable grounds to assume
that act that resulted in such breach would not prejudice the interests of the Company;
(c)
a financial liability imposed on such Office Holder in favor of any other person;
(d) any other
event, occurrence, matters or circumstances under any law with respect to which the Company may, or will be able to, insure an Office
Holder, and to the extent such law requires the inclusion of a provision permitting such insurance in these Articles, then such provision
is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 56h(b)(1) of
the Securities Law, if and to the extent applicable, and Section 50P of the Competition Law); and
(e) without limitation of
clause (d), a financial obligation imposed upon an Office Holder and reasonable litigation costs, including attorney’s fees,
expended by an Office Holder as a result of an administrative proceeding instituted against an Office Holder. Without derogating
from the generality of the foregoing, such obligation or expenses will include a payment which an Office Holder is obligated to make
to an injured party as set forth in Section 52(54)(a)(1)(a) of the Securities Law and expenses that an Office Holder incurred in
connection with a proceeding under Chapters H’3, H’4 or I’1 of the Securities Law.
(a) Subject
to the provisions of the Companies Law, the Company may retroactively indemnify an Office Holder of the Company to the maximum extent
permitted under applicable law, including with respect to the following liabilities and expenses, provided that such liabilities or expenses
were imposed on such Office Holder or incurred by such Office Holder due to an act performed by or an omission of the Office Holder in
such Office Holder’s capacity as an Office Holder of the Company:
(i) a financial
liability imposed on an Office Holder in favor of another person by any court judgment, including a judgment given as a result of a settlement
or an arbitrator’s award which has been confirmed by a court;
(ii) reasonable
litigation expenses, including attorneys’ fees, expended by the Office Holder as a result of an investigation or proceeding instituted
against him/her or her by an authority authorized to conduct such investigation or proceeding, or in connection with a financial sanction,
provided that (1) no indictment (as defined in the Companies Law) was filed against such Office Holder as a result of such investigation
or proceeding; and (2) no financial liability in lieu of a criminal proceeding (as defined in the Companies Law) was imposed upon him/her
as a result of such investigation or proceeding or if such financial liability was imposed, it was imposed with respect to an offence
that does not require proof of criminal intent;
(iii) reasonable
litigation costs, including attorney’s fees, expended by an Office Holder or which were imposed on an Office Holder by a court in
proceedings filed against the Office Holder by the Company or in its name or by any other person or in a criminal charge in respect of
which the Office Holder was acquitted or in a criminal charge in respect of which the Office Holder was convicted for an offence which
did not require proof of criminal intent;
(iv) any
other event, occurrence, matter or circumstance under any law with respect to which the Company may, or will be able to, indemnify an
Office Holder, and to the extent such law requires the inclusion of a provision permitting such indemnity in these Articles, then such
provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 56h(b)(1)
of the Securities Law, if and to the extent applicable, and Section 50P(b)(2) of the Competition Law); and
(v) without limitation of clause
(iv), a financial obligation imposed upon an Office Holder and reasonable litigation costs, including attorney’s fees, expended
by an Office Holder as a result of an administrative proceeding instituted against an Office Holder. Without derogating from the generality
of the foregoing, such obligation or expenses will include a payment which an Office Holder is obligated to make to an injured party
as set forth in Section 52(54)(a)(1)(a) of the Securities Law and expenses that an Office Holder incurred in connection with a proceeding
under Chapters H’3, H’4 or I’1 of the Securities Law.
(b) Subject
to the provisions of the Companies Law, the Company may undertake to indemnify an Office Holder, in advance, with respect to those liabilities
and expenses described in the following Articles:
(i)
Sub-Article 63(a)(ii) to 63(a)(v); and
(ii)
Sub-Article 63(a)(i), provided that:
(1) the undertaking
to indemnify is limited to such events which the Directors shall deem to be foreseeable in light of the operations of the Company at the
time that the undertaking to indemnify is made and for such amounts or criterion which the Directors may, at the time of the giving of
such undertaking to indemnify, deem to be reasonable under the circumstances; and
(2) the undertaking
to indemnify shall set forth in advance, such events which the Directors shall deem to be foreseeable in light of the operations of the
Company at the time that the undertaking to indemnify is made, and the amounts and/or criterion which the Directors may, at the time of
the giving of such undertaking to indemnify, deem to be reasonable under the circumstances.
Subject to the provisions of the Companies Law, the
Company may, to the maximum extent permitted by law exempt and release, in advance, any Office Holder from any liability for damages arising
out of a breach of a duty of care.
(a) Any amendment
to the Companies Law or any other applicable law adversely affecting the right of any Office Holder to be indemnified, insured or exempt
pursuant to Articles 62 to 64 and any amendments to Articles 62 to 64 shall be prospective in effect, and shall not affect the Company’s
obligation or ability to indemnify, insure or exempt an Office Holder for any act or omission occurring prior to such amendment, unless
otherwise provided by applicable law.
(b) The provisions
of Articles 62 to 64 (i) shall apply to the maximum extent permitted by law (including, the Companies Law, the Securities Law and the
Competition Law); and
(ii) are not intended, and shall not be interpreted
so as to restrict the Company, in any manner, in respect of the procurement of insurance and/or in respect of indemnification (whether
in advance or retroactively) and/or exemption, in favor of any person who is not an Office Holder, including, without limitation, any
employee, agent, consultant or contractor of the Company who is not an Office Holder; and/or any Office Holder to the extent that such
insurance and/or indemnification is not specifically prohibited under law.
WINDING UP
If the Company is wound up, then, subject to applicable
law and to the rights of the holders of shares with special rights upon winding up, the assets of the Company available for distribution
among the shareholders shall be distributed to them in proportion to the nominal value of their respective holdings of the shares in respect
of which such distribution is being made.
NOTICES
(a) Any written
notice or other document may be served by the Company upon any shareholder either personally, by facsimile, email or other electronic
transmission, or by sending it by prepaid mail (airmail if sent internationally) addressed to such shareholder at his/her address as described
in the Register of Shareholders or such other address as he/she may have designated in writing for the receipt of notices and other documents.
(b) Any written
notice or other document may be served by any shareholder upon the Company by tendering the same in person to the Secretary or the Chief
Executive Officer of the Company at the principal office of the Company, by facsimile transmission, or by sending it by prepaid registered
mail (airmail if posted outside Israel) to the Company at its Office.
(c)
Any such notice or other document shall be deemed to have been served:
(i) in the
case of mailing, forty-eight (48) hours after it has been posted, or when actually received by the addressee if sooner than forty-eight
hours after it has been posted, or
(ii) in the
case of overnight air courier, on the next business day following the day sent, with receipt confirmed by the courier, or when actually
received by the addressee if sooner than three business days after it has been sent;
(iii) in
the case of personal delivery, when actually tendered in person, to such addressee.
(iv) in the case of facsimile,
email or other electronic transmission, the on the first business day (during normal business hours in place of addressee) on which
the sender receives automatic electronic confirmation by the addressee’s facsimile machine that such notice was received by
the addressee or delivery confirmation from the addressee’s email or other communication server.
(d) If a
notice is, in fact, received by the addressee, it shall be deemed to have been duly served, when received, notwithstanding that it was
defectively addressed or failed, in some other respect, to comply with the provisions of this Article 67.
(e) All notices
to be given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of such
persons is named first in the Register of Shareholders, and any notice so given shall be sufficient notice to the holders of such share.
(f) Any
shareholder whose address is not described in the Register of Shareholders, and who shall not have designated in writing an address for
the receipt of notices, shall not be entitled to receive any notice from the Company.
(g) Notwithstanding anything to
the contrary contained herein, notice by the Company of a General Meeting, containing the information required by applicable law and
these Articles to be set forth therein, which is published, within the time otherwise required for giving notice of such meeting, in
one or more of the following manners (as applicable) shall be deemed to be notice of such meeting duly given, for the purposes of
these Articles, to any shareholder whose address as registered in the Register of Shareholders (or as designated in writing for the
receipt of notices and other documents) is located either inside or outside the State of Israel:
(i) if the
Company’s shares are then listed for trading on a national securities exchange in the United States or quoted in an over-the-counter
market in the United States, publication of notice of a General Meeting pursuant to a report or a schedule filed with, or furnished to,
the SEC pursuant to the Securities Exchange Act of 1934, as amended; and/or
(ii)
on the Company’s internet site.
The mailing or publication date and the record date
and/or date of the meeting (as applicable) shall be counted among the days comprising any notice period under the Companies Law and the
regulations thereunder.
FORUM FOR ADJUDICATION OF
DISPUTES
| 68. | FORUM FOR ADJUDICATION OF DISPUTES. |
(a) Unless
the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America
will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933,
as amended, including all causes of action asserted against any defendant to such complaint. For the avoidance of doubt, this provision
is intended to benefit and may be enforced by the Company, its officers and directors, the underwriters to any offering giving rise to
such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and
who has prepared or certified any part of the documents underlying the offering. The foregoing provisions of this Article 68 shall not
apply to causes of action arising under the U.S. Securities Exchange Act of 1934, as amended.
(b) Unless
the Company consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel will be the exclusive
forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary
duty owed by any director, officer or other employee of the Company to the Company or the Shareholders, or (iii) any action asserting
a claim arising pursuant to any provision of the Companies Law or the Securities Law.
(c) Any person
or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented
to the provisions of this Article 68.
* * *
30
Exhibit 99.1
Arbe Robotics, Ltd. Announces Closing of up to $49 Million Public
Offering
$15 million upfront with up to an additional $34 million of aggregate
gross proceeds upon the exercise in full for cash of long-term and milestone-linked warrants
TEL AVIV, ISRAEL, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Arbe
Robotics Ltd. (NASDAQ, TASE: ARBE) (“Arbe” or the “Company”), a global leader in Perception Radar Solutions,
today announced the closing of its previously announced public offering of an aggregate of 8,250,000 ordinary shares (or pre-funded warrants
in lieu thereof) accompanied by Tranche A Warrants to purchase up to 8,250,000 ordinary shares and Tranche B Warrants to purchase up to
8,250,000 ordinary shares, at a combined public offering price of $1.82 per share (or per pre-funded warrant in lieu thereof) and accompanying
Tranche A Warrant and Tranche B Warrant. The Tranche A Warrants have an exercise price of $2.35 per share, are immediately exercisable
upon issuance and will expire on November 4, 2029. The Tranche B Warrants have an exercise price of $1.82 per share, are immediately exercisable
upon issuance and will expire on the earlier of (A) twenty (20) trading days after (i) the Company shall have publicly announced that
it has entered into a definitive supply agreement with a named European automotive original equipment manufacturer pursuant to which such
manufacturer has agreed to purchase a minimum of 500,000 radar chipsets over the term of such agreement (the “Definitive Agreement
Announcement”), (ii) the VWAP (as defined in the Tranche B Warrant) for each trading day in any period of ten (10) consecutive trading
days within one calendar year of the date of the Definitive Agreement Announcement (such ten-day period, the “Measurement Period,”
and such one-year period, the “Definitive Agreement Announcement Period”) is equal to or exceeds $2.25 (subject to certain
adjustments), (iii) the trading volume of the ordinary shares (as reported by Bloomberg L.P.) on each trading day of the Measurement Period
is at least 250,000 ordinary shares (subject to certain adjustments), and (iv) the ordinary shares underlying the Tranche B Warrants and
any ordinary shares issuable upon the exercise of any pre-funded warrants issued upon the exercise of a Tranche B Warrant (collectively,
the “Saleable Shares”) are then covered by an effective registration statement and a current prospectus which can be used
for the sale or other disposition of the Saleable Shares and the Company has no reason to believe that such registration statement and
prospectus will not continue to be available for the Saleable Shares for the next thirty (30) trading days ((i) – (iv) collectively,
the “Triggering Event”), and (B) November 4, 2027.
This deal was led by certain institutional investors, including AWM
Investment Company, Inc., the investment adviser of the Special Situations Funds, which also participated in the Company’s previous
$23 million financing round. Canaccord Genuity acted as the sole bookrunner for the offering. Roth Capital Partners acted as the co-manager
for the offering.
The aggregate gross proceeds to the Company from this offering were
approximately $15 million, before deducting the underwriters’ discounts and commissions and other offering expenses payable by the
Company. The potential additional gross proceeds to the Company from the Tranche A Warrants and Tranche B Warrants, if fully exercised
on a cash basis, will be approximately $34.4 million. No assurance can be given that any of the Tranche A Warrants or Tranche B Warrants
will be exercised. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.
The securities described above were offered pursuant to a registration
statement on Form F-3 (File No. 333-269235), originally filed on January 13, 2023, with the Securities and Exchange Commission (the “SEC”)
and declared effective by the SEC on February 24, 2023. The offering was made only by means of a prospectus and a prospectus supplement
which forms a part of the effective registration statement relating to the offering. Electronic copies of the final prospectus may be
obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting Canaccord Genuity LLC, Attn: Syndication
Department, 1 Post Office Square, 30th Floor, Boston, MA 02109, or by email at prospectus@cgf.com
This press release shall not
constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of
these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or other jurisdiction.
About Arbe Robotics, Ltd.
Arbe (NASDAQ, TASE: ARBE) is
spearheading a radar revolution, enabling safe driver-assist systems today while paving the way to full autonomous-driving. Arbe’s
radar technology is 100 times more detailed than any other radar on the market and is a critical sensor for L2+ and higher autonomy. The
company is empowering automakers, Tier 1 suppliers, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of
safety applications with advanced sensing and paradigm changing perception. Arbe is based in Tel Aviv, Israel, and has offices in China,
Germany, and the United States.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private
Securities Litigation Reform Act of 1995. contains “forward-looking statements” within the meaning of the Securities Act of
1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. The words “expect,”
“believe,” “estimate,” “intend,” “plan,” “anticipate,” “may,”
“should,” “strategy,” “future,” “will,” “project,” “potential”
and similar expressions indicate forward-looking statements. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties, and
include, but are not limited to, statements or expectations regarding the anticipated use of net proceeds from the offering, the
ability of the Company to achieve certain milestone events, the exercise of the Tranche A Warrants and Tranche B Warrants upon the achievement
of such milestone events or otherwise prior to their expiration, and the total number of securities
to be issued in the offering. Actual events or results could differ materially from those discussed in the forward-looking statements
as a result of various factors, including, but not limited to the effect on the Israeli economy generally and on the Company’s business
resulting from the terrorism and the hostilities in Israel and with its neighboring countries including the effects of the continuing
war with Hamas and any further intensification of hostilities with others, including Iran and Hezbollah, and the effect of the call-up
of a significant portion of its working population, including the Company’s employees; the effect of any potential boycott both
of Israeli products and business and of stocks in Israeli companies; the effect of any downgrading of the Israeli economy and the effect
of changes in the exchange rate between the US dollar and the Israeli shekel; the Company’s ability to meet the conditions to the
release from escrow of the proceeds from its recent sale of convertible debentures; the Company’s ability to generate additional
OEM selections and substantial orders and the risk and uncertainties described in “Cautionary Note Regarding Forward-Looking Statements,”
“Item 3. Key Information – D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” and
in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, which was filed with the Securities and Exchange
Commission (the “SEC”) on March 28, 2024, as well as other documents filed by the Company with the SEC. Accordingly, you are
cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were
made, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after
the date they were made except as required by law or applicable regulation.
Information contained on, or that can be accessed through, the Company’s
website or any other website or any social media is expressly not incorporated by reference into and is not a part of this press release.
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