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: 001-41760
ParaZero Technologies Ltd.
(Translation of registrant’s name into English)
1 Hatachana Street
Kfar Saba, 4453001, Israel
(Address of principal executive offices)
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 ☐
CONTENTS
On November 5, 2024, ParaZero
Technologies Ltd. (the “Company”) announced that it will hold its Annual General Meeting of Shareholders on December 10, 2024
at 10:00 a.m. (Israel time) at the offices of the Company’s Israeli counsel, Gornitzky & Co., located at 20 HaHarash Street,
Tel Aviv, 6761310 Israel.
In connection with the meeting,
the Company furnishes the following documents:
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A copy of the Notice and Proxy Statement with respect to the Company’s Annual General Meeting of Shareholders describing the proposals to be voted upon at the meeting, the procedure for voting in person or by proxy at the meeting and various other details related to the meeting, attached hereto as Exhibit 99.1; and |
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2. |
A form of Proxy Card whereby holders of ordinary shares of the Company may vote at the meeting without attending in person, attached hereto as Exhibit 99.2. |
This Report on Form 6-K is
incorporated by reference into the Registrant’s Registration Statements on Form
S-8 (File No. 333-278268) and Form F-3 (File Nos. 333-281443 and 333-275351),
filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
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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ParaZero Technologies Ltd. |
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| Date: November 5, 2024 |
By: |
/s/ Boaz Shetzer |
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Name: |
Boaz Shetzer |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
PARAZERO TECHNOLOGIES LTD
NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that
the 2024 Annual General Meeting of Shareholders (the “Meeting”) of ParaZero Technologies Ltd. will be held on Tuesday,
December 10, 2024, at 10:00 a.m. (Israel time), at the offices of our Israeli counsel, Gornitzky & Co., located at 20 HaHarash Street,
Tel Aviv, 6761310 Israel (the “Notice”).
Throughout this Notice and
the enclosed Proxy Statement, we use terms such as “ParaZero,” “we,” “us,” “our,” “the
Company” and “our company” to refer to ParaZero Technologies Ltd. and terms such as “you” and “your”
to refer to our shareholders.
The agenda of the Meeting
will be as follows:
1.
Re-election of our Class I Director
To re-elect our currently serving Class
I director, Mr. Amitay Weiss, to serve as a Class I director of the Company until the third annual meeting following his election, or
until he ceases to serve in his office in accordance with the provisions of the Company’s Amended and Restated Articles of Association
(the “Articles of Association”) or any law, whichever is the earlier.
2.
Approval of an amendment to the Company’s Articles of Association
To approve certain amendments to Article
25(a) in the Articles of Association to allow applicability of the changes to the Israeli Companies Regulations (Relief for Companies
with Securities Listed for Trading on a Foreign Stock Exchange).
3.
Approval of an amendment to the terms of employment of the Company’s Chief Executive Officer
To approve an amendment to the terms of
employment of the Company’s Chief Executive Officer regarding bonus entitlement.
4.
Appointment of Company’s auditors for fiscal year 2024
To approve the appointment of Brightman
Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent auditors for the fiscal year ending
December 31, 2024 (the “Auditors”), and to authorize the Board, upon the recommendation of the Audit Committee, to
determine the Auditors remuneration.
5.
Presentation of the 2023 Financial Statements
To present and discuss our financial statements
for the year ended December 31, 2023.
6.
Other business
To transact such other business as may
properly come before the Meeting or any adjournment thereof.
These proposals are described
in detail in the enclosed proxy statement, which we urge you to read in its entirety. As more fully described in the proxy statement,
shareholders may present proposals for consideration at the Meeting by submitting their proposals to the Company no later than November
12, 2024. If we determine that a shareholder proposal has been duly and timely received and is appropriate, we will publish a revised
agenda in the manner set forth in the proxy statement. We are currently not aware of any other matters that will come before the Meeting.
If any other matters properly come before the Meeting or any adjournment thereof, the persons designated as proxies intend to vote in
accordance with their judgment on such matters.
The Board of Directors recommends
a vote “FOR” approval of all matters to be voted upon at the Meeting.
Shareholders of record at
the close of business on November 12, 2024 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting
and any adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.
Whether or not you plan
to attend the Meeting, you are urged to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which
requires no postage if mailed in the United States. Return of your proxy does not deprive you of your right to attend the Meeting, to
revoke the proxy or to vote your shares in person.
Joint holders of shares
should take note that, pursuant to Article 32(d) of our Articles of Association, the vote of the senior holder of the joint shares who
tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose,
seniority will be determined by the order in which the names are recorded in our Register of Shareholders.
In accordance with the Company’s
Articles of Association (the “Articles”), any shareholder of the Company may submit to the Company, upon submission
of a request, under the terms set forth in the Articles, the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder,
to include a matter on the agenda of a general meeting to be held in the future (a “Proposal Request”), a position
statement on its behalf, expressing its position on such Proposal Request, to our Chief Financial Officer at the following address: ParaZero
Technologies Ltd., 1 Hatachana Street, Kfar Saba, 4453001, Israel, Attention: Chief Financial Officer, or by e-mail to ir@parazero.com
no later than November 12, 2024. Any appropriate position statement received will be furnished to the Securities and Exchange Commission
(the “SEC”) on Form 6-K, which will be available to the public on the SEC’s website at http://www.sec.gov.
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By Order of the Board of Directors, |
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/s/ Amitay Weiss |
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Chairman of the Board of Directors |
Dated: November 5, 2024
Our audited financial
statements for the fiscal year ended December 31, 2023, are not a part of the proxy solicitation material, but were filed together with
our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on March 21, 2024, with the SEC,
and is available on the SEC’s website at www.sec.gov and on our website at www.parazero.com/ir/AGM.
PARAZERO TECHNOLOGIES LTD.
1 HATACHANA STREET,
KFAR SABA, 4453001, ISRAEL
PROXY STATEMENT
2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
This Proxy Statement is
furnished to the holders of our ordinary shares, NIS 0.02 nominal value (“Ordinary Shares”), in connection with the
solicitation by our Board of Directors (“Board”) of proxies for use at the 2024 Annual General Meeting of Shareholders
(the “Meeting”), or at any adjournment thereof, pursuant to the accompanying Notice of 2024 Annual General Meeting
of Shareholders (the “Notice”). The Meeting will be held on Tuesday, December 10, 2024 at 10:00 a.m. (Israel time),
at the offices of our Israeli counsel, Gornitzky & Co., located at 20 HaHarash Street, Tel Aviv, 6761310 Israel.
Throughout this Proxy Statement,
we use terms such as “ParaZero,” “we,” “us,” “our,” “the Company” and “our
company” to refer to Parazero Technologies Ltd. and terms such as “you” and “your” to refer to our shareholders.
The agenda of the Meeting
will be as follows:
1.
Re-election of our Class I Director
To re-elect our currently serving Class
I director, Mr. Amitay Weiss, to serve as a Class I director of the Company until the third annual meeting following his election, or
until he ceases to serve in his office in accordance with the provisions of the Company’s Amended and Restated Articles of Association
(the “Articles of Association”) or any law, whichever is the earlier.
2.
Approval of an amendment to the Company’s Articles of Association
To approve certain amendments to Article
25(a) in the Articles to allow applicability of the changes to the Israeli Companies Regulations (Relief for Companies with Securities
Listed for Trading on a Foreign Stock Exchange).
3.
Approval of an amendment to the terms of employment of the Company’s Chief Executive Officer
To approve an amendment to the terms of
employment of the Company’s Chief Executive Officer regarding bonus entitlement.
4.
Appointment of Company’s auditors for fiscal year 2024
To approve the appointment of Brightman
Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent auditors for the fiscal year ending
December 31, 2024 (the “Auditors”), and to authorize the Board, upon the recommendation of the Audit Committee, to
determine the Auditors remuneration.
5.
Presentation of the 2023 Financial Statements
To present and discuss our financial statements
for the year ended December 31, 2023.
6.
Other business
To transact such
other business as may properly come before the Meeting or any adjournment thereof.
These proposals are described
in detail in this proxy statement, which we urge you to read in its entirety. As more fully described in this proxy statement, shareholders
may present proposals for consideration at the Meeting by submitting their proposals to the Company no later than November 12, 2024. If
we determine that a shareholder proposal has been duly and timely received and is appropriate, we will publish a revised agenda in the
manner set forth in the proxy statement. We are currently not aware of any other matters that will come before the Meeting. If any other
matters properly come before the Meeting or any adjournment thereof, the persons designated as proxies intend to vote in accordance with
their judgment on such matters.
You may elect to vote your
Ordinary Shares once, either by attending the Meeting in person or by a duly executed proxy as detailed below.
A form of proxy for use
at the Meeting and a return envelope for the proxy are enclosed. You may revoke the authority granted by your execution of proxies at
any time before the exercise thereof by filing with us a written notice of revocation or duly executed proxy bearing a later date, or
by voting in person at the Meeting. Proxies must be received no later than forty-eight (48) hours prior to the time fixed for the Meeting.
On all matters considered at the Meeting, abstentions and broker non-votes will be treated as neither a vote “for” nor “against”
the matter, although they will be counted in determining whether a quorum is present.
Proxies for use at the Meeting
are being solicited by our Board. Only shareholders of record as of the close of business on November 12, 2024 (the “Record Date”),
will be entitled to vote at the Meeting and any adjournments or postponements thereof. Proxy cards will be mailed to shareholders on or
about November 12, 2024, and proxies will be solicited chiefly by mail. However, certain of our officers, directors, employees and agents,
none of whom will receive additional compensation in connection therewith, may solicit proxies by telephone, telegram or other personal
contact. We will bear the cost of external proxy solicitors (if any) and other costs of the solicitation of the proxies, including postage,
printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial
owners of Ordinary Shares.
If your Ordinary Shares
are held in “street name” meaning you are a beneficial owner with your shares held through a bank, brokerage firm or other
nominee, you will receive instructions from your bank, brokerage firm or nominee, who is the holder of record of your shares. You must
follow the instructions of the holder of record in order for your shares to be voted.
Position Statements
In accordance with the Company’s
Articles of Association (the “Articles”), any shareholder of the Company may submit to the Company, upon submission
of a request, under the terms set forth in the Articles, the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder
(together, the “Companies Law”), to include a matter on the agenda of a general meeting to be held in the future (a
“Proposal Request”), a position statement on its behalf, expressing its position on such Proposal Request, to our Chief Financial
Officer at the following address: ParaZero Technologies Ltd., 1 Hatachana Street, Kfar Saba, 4453001, Israel, Attention: Chief Financial
Officer, or by e-mail to ir@parazero.com no later than November 12, 2024. Any appropriate position statement received will be furnished
to the Securities and Exchange Commission (the “SEC”) on Form 6-K, which will be available to the public on the SEC’s
website at http://www.sec.gov.
OUTSTANDING VOTING SECURITIES AND QUORUM
On November 4, 2024, we
had 11,162,546 outstanding Ordinary Shares, each of which is entitled to one vote upon each of the matters to be presented at the Meeting.
Two or more shareholders holding Ordinary Shares conferring in the aggregate at least 25% of the voting power, present in person or by
proxy and entitled to vote, will constitute a quorum at the Meeting. If within an hour from the time appointed for the meeting a quorum
is not present, the Meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such day and at
such time and place as the Chairman may determine with the consent of the holders of a majority of the voting power represented at the
Meeting in person by proxy and voting on the question of adjournment. 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, any shareholder present
in person or by proxy, shall constitute a quorum.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
For information relating to the compensation of
our five most highly compensated office holders with respect to the year ended December 31, 2023, please see “Item 6. Directors,
Senior Management and Employees – B. Compensation” in our Annual Report on Form 20-F for the fiscal year ended December 31,
2023, which was filed on March 21, 2024 with the SEC.
ITEM 1 — RE-ELECTION OF OUR CLASS I DIRECTOR
Our Board currently consists of six directors.
Our Articles of Association provide for a classified Board consisting of three classes of directors. Currently, Class I consists of one
director, Class II consists of two directors and Class III consists of one director. We also have two external directors. We are currently
seeking to re-elect the Class I director, Mr. Amitay Weiss, to serve as a Class I director, whose term expires in 2024 annual general
meeting of shareholders.
Our Articles of Association
provide that at the annual meeting of shareholders, directors will be elected to succeed those directors whose terms expire. Such elected
directors shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election.
Accordingly, the Class I director, if elected, shall be elected by our shareholders to serve until the 2027 annual meeting of shareholders,
or until his respective successor shall have been elected and qualified. Each class is elected to serve a staggered three-year term.
At the Meeting, you will
be asked to approve the re-election of Mr. Weiss to continue to serve as a Class I member of our Board.
Mr. Amitay Weiss has
served as the Chairman of our board of directors since August 2023 and as a member of our Board since February 2022. He is currently serving
as a chairman of the board of directors of SciSparc Ltd. (previously Therapix Biosciences Ltd.) (OTC:SPRCY) since August 2020, chairman
of the board of directors of Clearmind Medicine Inc. (previously Cyntar Ventures Inc.) (CSE: CMND) since August 2019, chairman of the
board of directors of Save Foods Inc. (Nasdaq: SVFD) since August 2020, chairman of the board of directors of Infimer Ltd. (TASE:INFR-M)
since July 2021 and chairman of the board of directors of Automax Motors Ltd. (TASE: AMX) since March 2021. He has also served as a member
of the board of directors of Upsellon Brands Holdings Ltd. (previously Chiron Ltd.) (TASE: UPSL) since June 2019, Jeffs’ Brands
Ltd. (Nasdaq: JFBR) since August 2022. He previously served as chairman of the board of directors of Value Capital One Ltd. (previously
P.L.T Financial Services Ltd.) (TASE:VALU) from April 2016 to February 2021, Matomy Media Group Ltd. (LSE:MTMY, TASE:MTMY.TA) from May
2020 to March 2021, as an external director of Cofix Group Ltd. (TASE: CFCS) from August 2015 to August 2024, as a director on the board
of directors of Perihelion Capital Ltd (PCL.P:CVE) from June 2021 to September 2023 and Gix Internet Ltd. (previously Algomizer Ltd.)
(TASE:GIX) from March 2019 to September 2022. He is now acting as Gix Internet Ltd.’s chief executive officer. In April 2016, Mr.
Weiss founded Amitay Weiss Management Ltd., an economic consulting company, and now serves as its chief executive officer. Mr. Weiss holds
a B.A in economics from New England College, M.B.A. in business administration and LL.B. from Ono Academic College, Israel. We selected
Mr. Weiss to serve as a director because of his substantial business and management experience.
Required Approval
The affirmative vote of
a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the ratification
of the election of the director set forth above.
Proposed Resolutions
It is proposed that the
following resolution be adopted at the Meeting:
“RESOLVED,
to re-elect Mr. Amitay Weiss to serve as Class I director of the Company until the 2027 annual meeting of shareholders, or until
he ceases to serve in his office in accordance with the provisions of the Company’s Articles of Association or any law, whichever
is the earlier.
The Board recommends
a vote “FOR” approval of the proposed resolution.
ITEM 2 — APPROVAL OF AN AMENDMENT TO THE
COMPANY’S ARTICLES OF ASSOCIATION
At
the Meeting, our shareholders will be asked to approve a few amendments to Article 25(a) of the Articles of Association of the Company
(the “Proposed Amendment”) in the form attached hereto as Exhibit A.
The
Proposed Amendment, if approved by our shareholders, will become effective immediately following the Meeting. If the Proposed Amendment
will not be approved by our shareholders, our current Articles of Association (the “Current Articles”) will remain
in full force and effect.
The
Proposed Amendment includes the following changes:
Shareholder Proposal Request.
Section 25(a) of our Current
Articles concerning our shareholders’ ability to add a proposal to the agenda of a general meeting reflects the then applicable
provisions of the Companies Law and the regulations promulgated thereunder at that time. Accordingly, Section 25(a) of our Current Articles
reflects that any shareholder of the Company that holds at least one percent (1%) of the Company’s voting rights may request, subject
to the requirements of the Companies Law, that the Board includes a matter for consideration at a shareholders meeting.
On March 12, 2024, certain
amendments to the Israeli Companies Regulations (Relief for Companies with Securities Listed for Trading on a Foreign Stock Exchange)
(the “Amended Regulations”) became effective. Under the Amended Regulations, a shareholder must hold at least five
percent (5%) of a company’s voting rights in order to request that the Board add a proposal to the agenda of a general meeting relating
to the appointment or removal of a director.
In order to align our Current
Articles with the Amended Regulations, our Board is proposing to amend Section 25(a) of our Current Articles as follows (in tracked changes):
“25. SHAREHOLDER
PROPOSAL REQUEST.
(a) Any Shareholder
or Shareholders of the Company holding at least the one percent
(1%) or a higher percent, as may be required percentage, under by
the Companies Law and the regulations promulgated thereunder time
to time, of the voting rights of the Company which entitles such Shareholder(s) to require
the Company to include a matter on the agenda of a General Meeting 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 must be timely delivered in accordance with applicable laws, 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). To be considered timely,
a Proposal Request must be received within the time periods prescribed by applicable law. 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, the 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), directly or indirectly (and, if any of such Shares are held indirectly, an explanation of how they are
held and by whom), 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,
and a representation that the Proposing Shareholder(s) intends to attend the meeting in person or by proxy; (iii) the matter requested
to be included on the agenda of a General Meeting, all 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 if
the Proposing Shareholderwishe(s) intend to
appear have a position statement in support
of person or by proxy at the General Meeting; the
Proposal Request, a copy of such position statement that complies with the requirement of any applicable law (if any),
(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.”
In addition to the above,
the Proposed Amendment is set forth in track changes in Exhibit A attached hereto.
Required Approval
The affirmative vote of
a majority of the shares voting on the matter is required to approve the Proposed Amendment as
set forth in Exhibit A attached hereto.
Proposed Resolutions
It is proposed that the
following resolution be adopted at the Meeting:
RESOLVED, to approve
the amendment to Article 25(a) to the Current Articles, as detailed in the Proxy Statement, and as set forth in Exhibit A
attached hereto.”
The Board recommends
a vote “FOR” approval of the proposed resolution.
ITEM 3 — APPROVAL OF AN AMENDMENT TO THE
TERMS OF EMPLOYMENT OF THE COMPANY’S
CHIEF EXECUTIVE OFFICER
At the Meeting, you will be
asked to approve an amendment to the employment terms of Mr. Boaz Shetzer, the Company’s Chief Executive Officer (the “CEO”),
who has been serving in such position since January 2022.
Pursuant to the Companies
Law, in general, the terms of compensation of a chief executive officer need to be consistent with a company’s compensation policy
and be approved by the company’s compensation committee of the board of directors and shareholders, in that order. However, the
Companies Law also states that, under certain circumstances, a company’s compensation committee of the board of directors and the
board of directors may approve the terms of compensation of a chief executive officer even if such were not approved by the shareholders
of the company, based on detailed reasoning and after re-examining the proposed terms of compensation and evaluating, among other things,
the opposition of the shareholders of the company to the approval of the proposed terms of compensation.
Our Compensation Policy for
the Office Holders of the Company, as amended at our special general meeting held in November 2023 (the “Compensation Policy”)
states that, in addition to the monthly salary, the CEO may be entitled to an annual bonus. Such bonus will be determined by the Compensation
Committee of the Board (the “Compensation Committee”) and the Board and will be based on criteria defined in advance
and in connection with the Company’s goals, targets and non-measurable criteria.
We propose to amend the compensation
terms of the CEO such that, starting with the calendar year 2024, and subject to meeting individual and Company goals, which will be determined
by the Board annually and approved as required under the Companies Law, the CEO may be entitled to up to six (6) times his gross monthly
salary as an annual bonus (the “Annual Bonus”).
Our Compensation Committee
and Board are recommending that our shareholders approve to amend the compensation terms of the CEO to include the Annual Bonus.
Our Compensation Committee
and Board noted in their approval that the proposed amendment is within the limitation of our Compensation Policy, is customary for chief
executive officers in public companies and is offered to appropriately compensate and incentivize Mr. Shetzer given the scope of the services
and attention that he provides to our Company and his contribution to the development of our business.
Required Approval
The affirmative vote of a
majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the proposed
amendments, provided that either (i) at least a majority of the Ordinary Shares voted on the matter by non-controlling shareholders or
by shareholders who do not have a personal interest in the resolution, are voted in favor of the matter or (ii) the total number of Ordinary
Shares of non-controlling shareholders or of shareholders who do not have a personal interest in the resolution voted against the matter
does not exceed two percent (2%) of the outstanding voting power in our Company.
The Companies Law requires
that each shareholder voting on this proposal indicate whether or not such person is a controlling shareholder or has a personal interest
in such resolution. Under the Companies Law, a “Controlling Shareholder” for this purpose is any shareholder who has
the ability to direct the Company’s actions (other than by means of being a director or office holder of the Company), including
any shareholder holding twenty-five percent (25%) or more of the voting rights if no other shareholder owns more than fifty percent (50%)
of the voting rights in the Company. A shareholder is presumed to be a Controlling Shareholder if it holds or controls, by itself or together
with others, one-half or more of any one of the “means of control” of a company. “Means of control” is
defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of
a company or its chief executive officer.
A “Personal Interest”
of a shareholder (i) includes a personal interest of any member of the shareholder’s family (or spouses thereof) or a personal interest
of a company with respect to which the shareholder (or such family member) serves as a director or chief executive officer, owns at least
five percent (5%) of our Ordinary Shares or has the right to appoint a director or chief executive officer, and (ii) excludes an interest
arising solely from the ownership of our Ordinary Shares.
To avoid confusion, every
shareholder voting by means of the enclosed proxy card or voting instruction form, or via telephone or internet voting, will be deemed
to confirm that such shareholder is a non-controlling shareholder and is not a shareholder who has a Personal Interest in the resolution.
If you are a Controlling Shareholder or a shareholder who has a Personal Interest in the resolution, please notify Mr. Regev Livne, our
Chief Financial Officer, at 1 Hatachana St., Kfar Saba, Israel; telephone: +972-3-688-5252, or by email office@parazero.com. If your shares
are held in “street name” by your broker, bank or other nominee and you are a Controlling Shareholder or a shareholder who
has a Personal Interest in the resolution, you should notify the Company as outlined above, and, in addition, you should advise your broker,
bank or other nominee of that status, and they in turn should notify the Company as described in the preceding sentence.
Proposed Resolution
It is proposed that the following
resolution be adopted at the Meeting:
“RESOLVED, that
the amendment to the compensation terms of the CEO such that starting with the calendar year 2024,
and subject to meeting individual and Company goals which will be determined by the Board annually and approved as required under the
Companies Law, the CEO may be entitled to the Annual Bonus, be, and the same hereby is approved.”
The Board recommends a
vote “FOR” approval of the proposed resolution.
ITEM 4 — RE-APPOINTMENT OF OUR INDEPENDENT
AUDITORS
At the Meeting, you will
be asked to approve the re-appointment of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s
independent auditors (the “Auditors”) for the fiscal year ending December 31, 2024. In addition, you will be asked
to authorize the Board, upon the recommendation of the Audit Committee of the Board (the “Audit Committee”), to determine
the Auditors’ remuneration.
Required Approval
The affirmative vote of
a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the re-appointment
of our independent auditors and the authorization of our Audit Committee to fix their remuneration.
Proposed Resolution
It is proposed that the
following resolution be adopted at the Meeting:
“RESOLVED,
To approve the re-appointment of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent
auditors for the fiscal year ending December 31, 2024 (the “Auditors”), and to authorize the Board, upon the recommendation
of the Audit Committee, to determine the Auditors remuneration.”
The Board recommends a vote “FOR”
approval of the proposed resolution.
ITEM 5 — PRESENTATION OF THE COMPANY’S
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023
Our audited financial statements
for the fiscal year ended December 31, 2023, are not a part of the proxy solicitation material, but were filed together with our Annual
Report on Form 20-F for the fiscal year ended December 31, 2023, which was filed on March 21, 2024, with the SEC, and is available on
the SEC’s website at www.sec.gov and on our website at www.parazero.com/ir/AGM. We will hold a discussion with respect
to the financial statements at the Meeting. This Item will not involve a vote by the shareholders.
ITEM 6 — OTHER BUSINESS
Management knows of no other
business to be transacted at the Meeting, other than as set forth in the Notice. However, if any other matters are properly presented
to the Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.
ADDITIONAL INFORMATION
We are subject to the information
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable
to foreign private issuers, and we fulfill the obligations with respect to those requirements by filing reports with the SEC. Our SEC
filings are available to the public on the SEC’s website at www.sec.gov. Shareholders may obtain information directly from the
Company, whose registered office is at 1 Hatachana Street, Kfar Saba, 4453001, Israel and whose telephone number is +972-3-688-5252.
The contents of our website do not form part of the proxy solicitation material.
As a foreign private issuer,
we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this
proxy statement and related notice should not be taken as an admission that we are subject to those proxy rules. Furthermore, our officers,
directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained
in Section 16 of the Exchange Act and the rules thereunder, with respect to their purchases and sales of securities. Lastly, we are not
required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United
States companies whose securities are registered under the Exchange Act.
YOU SHOULD RELY ONLY ON
THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING
ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT
FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED NOVEMBER 5, 2024. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED
IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN NOVEMBER 5, 2024, AND THE LATER RECEIPT OF THIS DOCUMENT BY SHAREHOLDERS SHOULD
NOT CREATE ANY IMPLICATION TO THE CONTRARY.
PROPOSALS OF SHAREHOLDERS
Shareholder Proposals for the Meeting
Any shareholder of the Company
who intends to present a proposal at the Meeting (a “Proposing Shareholder”) must satisfy the requirements of the Companies
Law. Under the Companies Law, only shareholders who hold at least 1% of the Company’s outstanding voting rights are entitled to
request that the Board include a proposal in a future shareholders meeting, provided that such proposal is appropriate for consideration
by shareholders at such meeting (a “Proposal Request”). Such shareholders may present proposals for consideration at
the Meeting by submitting their proposals to the Company no later than November 12, 2024. If our Board determines that a shareholder proposal
has been duly and timely received and is appropriate, we will publish a revised agenda in the manner set forth in the proxy statement.
In order for the Board to consider a Proposal Request and whether to include the matter stated therein in the agenda of the Meeting, notice
of the Proposal Request must be timely delivered under any applicable law and stock exchange rules and regulations and the Proposal Request
must comply with any applicable law and stock exchange rules and regulations. The Proposal Request must be made in English and in writing,
signed by all of the Proposing Shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid,
and received by the Chief Executive Officer. The announcement of an adjournment or postponement of the Meeting shall not commence a new
time period (or extend any time period) for the delivery of a Proposal Request as described above. The 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 Ordinary
Shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such Ordinary Shares are held indirectly, an explanation
of how they are held and by whom), 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 Ordinary Shares by the Proposing Shareholder(s) as of the date of
the Proposal Request, and a representation that the Proposing Shareholder(s) intends to appear in person or by proxy at the meeting; (iii)
the matter requested to be included on the agenda of the Meeting, all information related to such matter, the reason that such matter
is proposed to be brought before the Meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted
upon at the Meeting and, if the Proposing Shareholder wishes to have a position statement in support of the Proposal Request, a copy of
such position statement that complies with the requirement of any applicable law; (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, 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 the Meeting, as the Board 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: (i) 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, (ii) 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, (iii) the effect or intent of which is to mitigate loss, manage
risk or benefit of security value or price changes, or (iv) which provides the right to vote or increase or decrease the voting power
of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company,
which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond,
convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related
fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or
series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited
partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing
member.
The information required
pursuant to the above shall be updated as of (i) the Record Date of the Meeting, (ii) five business days before the Meeting, and (iii)
as of the Meeting, and any adjournment or postponement thereof.
| |
By Order of the Board, |
| |
|
| |
/s/ Amitay Weiss |
| |
Chairman of the Board |
Dated: November 5, 2024
Exhibit A
AMENDED ARTICLES
THE COMPANIES LAW, 1999
A LIMITED LIABILITY COMPANY
SECOND AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
PARAZERO TECHNOLOGIES LTD.
AS
AMENDED ON DECEMBER 10, 2024
Preliminary
| 1. | Definitions; Interpretation. |
| (a) | In these Articles, the following terms (whether or not capitalized)
shall bear the meanings set forth opposite to them respectively, unless inconsistent with the subject or context. |
“Articles” shall mean these First Amended and Restated Articles of Association, as amended from time to time.
“Board of Directors” shall mean the Board of Directors of the Company.
“Chairperson” shall mean the Chairperson of the Board of Directors, or the Chairperson of the General Meeting, as the context provides;
“Company” shall mean ParaZero Technologies Ltd.
“Companies Law” shall mean the Israeli Companies Law, 5759-1999, and the regulations promulgated thereunder. The Companies Law shall include reference to the Companies Ordinance [New Version], 5743-1983, of the State of Israel, to the extent in effect according to the provisions thereof.
“Director(s)” shall mean the member(s) of the Board of Directors holding office at any given time, including alternate directors.
“Economic Competition Law” shall mean the Israeli Economic Competition Law, 5758-1988, and the regulations promulgated thereunder.
“External Director(s)” shall mean as defined in the Companies Law.
“General Meeting” shall mean an Annual General Meeting or Special General Meeting of the Shareholders, as the case may be.
“NIS” shall mean New Israeli Shekels.
“Office” shall mean the registered office of the Company at any given time.
“Office Holder” shall mean as defined in the Companies Law.
“Securities Law” shall mean the Israeli Securities Law, 5728-1968 and the regulations promulgated thereunder.
“Shareholder(s)” shall mean the shareholder(s) of the Company, at any given time.
“in writing” or “writing” shall mean written, printed, photocopied, photographic, 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.
| (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, Sections or clauses shall be deemed
references to Articles, Sections 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 law as defined
in the Interpretation Law, 5741-1981, and any applicable 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 any calendar day on which commercial
banks Tel-Aviv, Israel are authorized or required by applicable law to close; reference to month or year means according to 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 reference to a “person” shall mean any of the foregoing or an individual. |
| (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 therefore each
shareholder’s liability to the Company’s obligations shall 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 in
and as long as it so qualifies 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 share capital of the Company shall be NIS 4,000,000,
divided into 200,000,000 Ordinary Shares, par value NIS 0.02 each (the “Shares”). |
| (b) | The Shares shall rank pari passu in all respects. |
| 6. | Increase of Authorized
Share Capital. |
| (a) | The Company may, from time to time, by a Shareholders’
resolution, whether or not all of the shares then authorized have been issued, and whether or not all of the shares theretofore issued
have been called up for payment, increase its authorized share capital by increasing the number of shares. Any such increase shall be
in such amount and shall be divided into shares of such nominal amounts, 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
which are applicable to shares of such class included in the existing share capital without regard to class (and, if such new shares
are of the same class as a class of shares included in the existing share capital, to all of the provisions which are applicable to shares
of such class included in the existing share capital). |
| 7. | Special or Class
Rights; Modification of Rights. |
| (a) | The Company may, from time to time, by a Shareholders’
resolution, 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 the Companies Law or 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, mutatis mutandis, apply 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 15 percent 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 Shareholders’ resolution, 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 nominal 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 nominal 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
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 CEO or of any other 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 the shares of any class registered in his or her name. Each certificate may also
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 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 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 no Shareholder will have the right to require the Company to purchase his or her shares or offer to purchase
shares from 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 such shareholder’s 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 52 and 56 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 remainder (if any) shall be paid to the shareholder,
his or her executors, administrators or assigns. |
| 17. | Sale After Forfeiture
of Surrender or in 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) 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 may reasonably require. Notwithstanding anything to the contrary herein, shares registered in the name of The Depository
Trust Company or its nominee shall be transferrable in accordance with the policies and procedures of The Depository Trust Company. Until
the transferee has been registered in the Register of Shareholders in respect of the shares so transferred, the Company may continue to
regard the transferor as the owner thereof. The Board of Directors, may, from time to time, prescribe a fee for the registration of a
transfer, and may approve other methods of recognizing the transfer of shares in order to facilitate the trading of the Company’s
shares on the Nasdaq Capital Market or 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) | 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 may reasonably deem sufficient (or to an officer of the Company to be designated by the
Chief Executive Officer)), 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. |
| (b) | In case of a share registered in the names of two or more
holders, the Company shall recognize the remaining holder as the sole owner(s) thereof unless and until the provisions of Article 21(b)
have been effectively invoked. |
| 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 or her authority to act in such capacity or under this Article, shall with the consent of the Board of
Directors (which the Board of Directors 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 such time and at such place, either within or outside of the State of Israel, as may be determined by the Board of Directors,
no later than fifteen (15) months after the last Annual General Meeting. |
| (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, 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 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 the one
percent (1%) or a higher percent, as may be required percentage,
under by the Companies Law and
the regulations promulgated thereundertime to
time, of the voting rights of the Company
which entitles such Shareholder(s) to require the Company to include a matter on the agenda
of a General MeetingCompany (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 must be timely delivered in accordance with applicable laws, 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). To be considered timely,
a Proposal Request must be received within the time periods prescribed by applicable law.
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, the 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), directly or
indirectly (and, if any of such Shares are held indirectly, an explanation of how they are
held and by whom), 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,
and a representation that the Proposing Shareholder(s) intends to attend the meeting in person
or by proxy; (iii) the matter requested to be included on the agenda of a General Meeting,
all 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
thatif the Proposing Shareholder
wishe(s)
intend to appear have
a position statement in support of person
or by proxy at the General Meeting; the Proposal
Request, a copy of such position statement that complies with the requirement of any applicable
law (if any), (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 Deriva0074ive 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. |
| 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, and any other requirements applicable to the Company. |
| (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. |
| (c) | Notwithstanding anything to the contrary in this Article
26, and subject to any applicable stock exchange rules or regulations, notice of general meetings does not have to be delivered to shareholders,
and notice by the Company of a General Meeting which is published on the Company’s website shall be deemed to have been duly given
on the date of such publication to any shareholder whose address as listed in the Register of Shareholders (or as designated in writing
for the receipt of notices and other documents) is located in the State of Israel, and notice by the Company of a General Meeting which
is publicized on the United States Securities and Exchange Commission’s (“SEC”) EDGAR Database or similar publication
via the internet shall be deemed to have been duly given on the date of such publication 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 outside of Israel. |
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,
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 Company, shall constitute a quorum of
General Meetings. A proxy may be deemed to be two (2) or more Shareholders pursuant to the 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 the meeting shall be canceled if it was convened upon requisition under Section 63 of the Companies Law,
and in any other case, 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 to 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 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 or unable to act as Chairperson, any of the following may preside
as Chairperson of the meeting (and in the following order): Director, Chief Executive Officer, Chief Financial Officer, Secretary 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 or unable
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 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 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 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 resolutions with respect to which the Companies Law
allows the Company’s Articles to provide otherwise, shall be adopted by a simple majority of the voting power 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
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 defect in convening or conducting a General Meeting, including
a defect resulting from the non-fulfillment of any provision or condition set forth in the Companies Law or these Articles, including
with regard to the manner of convening or conducting the General Meeting, shall not disqualify any resolution passed at the General Meeting
and shall not affect the discussions or decisions which took place thereat. |
| (d) | 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 or she shall do so if directed by the meeting,
with the consent of the holders of a majority of the voting power 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 (whether prior to or at the General Meeting).
Subject to the provisions of Article
32(a) and 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 or 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) | No shareholder shall be entitled to vote at any General Meeting
(or be counted as a part of the quorum thereat), unless all calls then payable by him or her in respect of his or her shares in the Company
have been paid. |
| (b) | 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 or her. |
| (c) | 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 (b) above. |
| (d) | 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(d), seniority shall be determined by the order of registration of the joint
holders in the Register of Shareholders. |
| (e) | A Shareholder who wishes to vote at a General Meeting shall
prove his title to a share to the Company as required under the Companies Law and regulations promulgated thereunder. Without prejudice
to the aforesaid, the Board of Directors may prescribe regulations and procedures with regard to proof of title to the Company’s
shares. |
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 ParaZero Technologies 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 such form as may be approved
by the Board of Directors. Such proxy shall be duly signed by the appointor of such person’s duly authorized attorney, 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 or 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. |
| (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 (who may or may not be Directors),
and it may from time to time revoke such delegation or alter the composition of any such Committee. Any Committee so formed shall, in
the exercise of the powers so delegated, conform to any regulations imposed on it by the Board of Directors, subject to applicable law.
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 pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board had not
been adopted. The meeting 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, so far as not superseded by any regulations
adopted by the Board of Directors or by the Companies Law. 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 or her. |
| (a) | The Board of Directors shall consist of such number of Directors,
not less than three (3) nor more than twelve (12), including the External Directors, to be elected as required under the Companies Law,
as may be fixed from time to time by the Board of Directors. |
| 39. | Election and Removal
of Directors. |
| (a) | The Directors, excluding the External Directors, may be elected
only in Annual General Meetings and shall be classified, with respect to the term for which they each severally hold office, into three
classes, as nearly equal in numbers 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 2024 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 2024, 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 or her election
and until his or her respective successor shall have been elected and qualified. Notwithstanding anything to the contrary, each Director
shall serve until his or 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)
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 Annual General Meeting of the Company at which
Directors are to be elected, and subject to clauses 39(a) and (g) 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 Annual General Meeting (the “Nominees”). |
| (e) | Any Proposing Shareholder requesting to include on the agenda
of an Annual 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, a Proposal Request relating to Alternate Nominee is deemed to be a matter that is appropriate to be considered
only at 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 or she
consents to be named in the Company’s notices and proxy materials and on the Company’s proxy card relating to the Annual
General Meeting, if provided or published, and, if elected, consents 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 SEC); (v) a declaration made by the Alternate Nominee of
whether he or 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(s) and each Alternate Nominee 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 or Alternate Nominee pursuant to this Article 39(e)
and Article 25, and the Proposing Shareholder and Alternate Nominee shall be responsible for the accuracy and completeness thereof. |
| (f) | The Nominees or Alternate Nominees shall be elected by a
resolution adopted at the Annual General Meeting at which they are subject to election. |
| (g) | Notwithstanding anything to the contrary in these Articles,
the election, qualification, removal or dismissal of External Directors shall be only in accordance with the applicable provisions set
forth in the Companies Law. |
| (h) | Directors whose terms of office have expired or terminated
may be re-elected. The aforesaid will not apply to external directors, whose reappointment shall be in accordance with the provisions
of the Companies Law and the regulations promulgated thereunder. |
| 40. | Commencement of
Directorship. |
Without derogating from Article 39,
the term of office of a Director shall commence as of the date of his appointment or election, or on a later date if so specified in his
or her appointment or election.
| 41. | Continuing Directors
in the Event of Vacancies. |
The Board may at any time and from
time to time appoint any person as a Director to fill a vacancy (whether such vacancy is due to a Director no longer serving or due to
the number of Directors serving being less than the maximum number stated in Article 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 they number 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 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, until the next annual General Meeting.
The office of a Director shall be
vacated and he or she shall be dismissed or removed:
| (a) | ipso facto, upon his or her death; |
| (b) | if he or she is prevented by applicable law from serving
as a Director; |
| (c) | if the Board determines that due to his or her mental or
physical state he or she is unable to serve as a director; |
| (d) | if his or her directorship expires pursuant to these Articles
and/or applicable law; |
| (f) | by his or 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, 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 or 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
or her interest, as well as any material fact or document, must be disclosed by him or her at the meeting of the Board of Directors at
which the contract or arrangement is first considered, if his or 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 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, in each case, which is not an Extraordinary Transaction (as defined by the Companies Law), shall require only
approval by the Board of Directors or a Committee of the Board of Directors. Such authorization, as well as the actual approval, may
be for a particular transaction or more generally for specific type of transactions. |
| (a) | Subject to the provisions of the Companies Law, a Director
may, by written notice to the Company, appoint, remove or replace any person as an alternate for himself; provided that the appointment
of such person shall have effect only upon and subject to its being approved by the Board (in these Articles, an “Alternate
Director”). Unless the appointing Director, by the instrument appointing an Alternate Director or by written notice to the
Company, limits such appointment to a specified period of time or restricts it to a specified meeting or action of the Board of Directors,
or otherwise restricts its scope, the appointment shall be for all purposes, and for a period of time concurrent with the term of the
appointing Director. |
| (b) | Any notice to the Company pursuant to Article 44(a) shall
be given in person to, or by sending the same by mail to the attention of the Chairperson of the Board of Directors at the principal
office of the Company or to such other person or place as the Board of Directors shall have determined for such purpose, and shall become
effective on the date fixed therein, upon the receipt thereof by the Company (at the place as aforesaid) or upon the approval of the
appointment by the Board, whichever is later. |
| (c) | An Alternate Director shall have all the rights and obligations
of the Director who appointed him, provided however, that (i) he may not in turn appoint an alternate for himself (unless the instrument
appointing him otherwise expressly provides), and (ii) an Alternate Director shall have no standing at any meeting of the Board of Directors
or any Committee thereof while the Director who appointed him is present. |
| (d) | Any individual, who qualifies to be a member of the Board
of Directors, may act as an Alternate Director. One person may not act as Alternate Director for several directors. |
| (e) | The office of an Alternate Director shall be vacated under
the circumstances, mutatis mutandis, set forth in Article 42, and such office shall ipso facto be vacated if the office of the
Director who appointed such Alternate Director is vacated, for any reason. |
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) | Any Director may at any time, and the Secretary, upon the
request of such Director, shall, convene a meeting of the Board of Directors, but not less than forty-eight (48) hours’ notice
shall be given of any meeting so convened, unless such notice is waived by all of the Directors as to a particular meeting or unless
the matters to be discussed at such meeting are of such urgency and importance, as determined by the Chairperson, that notice ought reasonably
to be waived under the circumstances. |
| (c) | Notice of any such meeting shall be given in writing or by
mail, facsimile, email 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
on the condition that all participating Directors can hear each other simultaneously) when the meeting proceeds to business.
If within thirty (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 forty-eight (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 thirty (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 (5), and any three (3) Directors, if the number of then serving directors is more than
five (5), 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 or 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 is not present within fifteen (15) minutes of the time fixed for the meeting or if he
is unwilling to take the chair, the Directors present shall choose one of the Directors present at the meeting to be the Chairperson of
such meeting. The office of Chairperson of the Board of Directors shall not, by itself, entitle the holder to a second or casting vote.
| 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 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 or
a committee thereof, as the case may be, or by the Chairperson of the next succeeding General Meeting, meeting of the Board or meeting
of a committee thereof, as the case may be, shall constitute prima facie evidence of the matters recorded therein.
Dividends
| 51. | Declaration of
Dividends. |
The Board of Directors may from time
to time declare, and cause the Company to pay, such dividend as may appear to the Board of Directors to be justified by the profits of
the Company and as permitted by the Companies Law. The Board of Directors shall determine the time for payment of such dividends and the
record date for determining the shareholders entitled thereto.
| 52. | Amount Payable
by Way of Dividends. |
| (a) | 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 in respect of which such dividends are being paid. |
| (b) | Whenever the rights attached to any shares or the terms of
issue of the shares do not provide otherwise, shares which are fully paid up or which are credited as fully or partly paid within any
period which in respect thereof dividends are paid shall entitle the holders thereof to a dividend in proportion to the amount paid up
or credited as paid up in respect of the nominal value of such shares and to the date of payment thereof (pro rata temporis). |
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, or may cause any part of such capitalized fund
to be applied on behalf of such shareholders in paying up in full, either at par or at such premium as the resolution may provide, any
unissued shares or debentures or debenture stock of the Company which shall be distributed accordingly, in payment, in full or in part,
of the uncalled liability on any issued shares or debentures or debenture stock; 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. |
For the purpose of giving full effect
to any resolution under Article 54, and without derogating from the provisions of Article 56 hereof, the Board of Directors may settle
any difficulty which may arise in regard to the distribution as it thinks expedient, and, in particular, may fix the value for distribution
of any specific assets and may determine that cash payments shall be made to any shareholders upon the footing of the value so fixed,
or that fractions of less value than a certain determined value may be disregarded in order to adjust the rights of all parties, and may
vest any such cash, shares, debentures, debenture stock or specific assets in trustees upon such trusts for the persons entitled to the
dividend or capitalized fund as may seem expedient to the Board of Directors. Where requisite, a proper contract shall be filed in accordance
with Section 291 of the Companies Law, and the Board of Directors may appoint any person to sign such contract on behalf of the persons
entitled to the dividend or capitalized fund.
| 56. | Deductions from
Dividends. |
The Board of Directors may deduct
from any dividend or other moneys payable to any Shareholder in respect of a share any and all sums of money then payable by such Shareholder
to the Company on account of calls or otherwise in respect of shares of the Company and/or on account of any other matter of transaction
whatsoever.
| 57. | Retention of Dividends. |
| (a) | The Board of Directors may retain any dividend or other moneys
payable or property distributable in respect of a share on which the Company has a lien, and may apply the same in or toward satisfaction
of the debts, liabilities, or engagements in respect of which the lien exists. |
| (b) | The Board of Directors may retain any dividend or other moneys
payable or property distributable in respect of a share in respect of which any person is, under Articles 21 or 22, entitled to become
a Shareholder, or which any person is, under said Articles, entitled to transfer, until such person shall become a Shareholder in respect
of such share or shall transfer the same. |
All unclaimed dividends or other moneys
payable in respect of a share may be invested or otherwise made use of by the Board of Directors for the benefit of the Company until
claimed. The payment by the Directors of any unclaimed dividend or such other moneys into a separate account shall not constitute the
Company a trustee in respect thereof, and any dividend unclaimed after a period of seven years from the date of declaration of such dividend,
and any such other moneys unclaimed after a like period from the date the same were payable, shall be forfeited and shall revert to the
Company, provided, however, that the Board of Directors may, at its discretion, cause the Company to pay any such dividend or such other
moneys, or any part thereof, to a person who would have been entitled thereto had the same not reverted to the Company. The principal
(and only the principal) of any unclaimed dividend of such other moneys shall be, if claimed, paid to a person entitled thereto.
Any dividend or other moneys payable
in cash in respect of a share, 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 warrant sent through the post to, or left at, the registered address of the person entitled
thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such
share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to the joint holder whose
name is registered first in the Register of Shareholders or his bank account or the person who the Company may then recognize as the owner
thereof or entitled thereto under Article 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 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.
| 60. | 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 the 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 the audit committee) 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).
To the extent required by the Companies
Law the Board of Directors will appoint an internal auditor according to the audit committee’s recommendation (“Internal
Auditor”).
The Internal Auditor shall submit,
for the approval of the Board of Directors or the audit committee, as determined by the Board of Directors, a proposal for an annual or
periodic work plan, and the Board of Directors or the audit committee shall approve such plan with such changes as it deem fit. Unless
the Board of Directors determines otherwise, the work plan shall be submitted to the Board of Directors and approved by it.
Supplementary
Registers
| 63. | 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 duty of loyalty to the Company, provided that
the Office Holder acted in good faith and had reasonable grounds to assume that the 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; and |
| (d) | any other event, occurrence, matter or circumstance 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 Economic Competition Law). |
| (a) | Subject to the provisions of the Companies Law, the Company
may retroactively indemnify an Office Holder of the Company 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 in respect of an act performed by the Office Holder; |
| (ii) | reasonable litigation expenses, including attorneys’
fees, expended by the Office Holder as a result of an investigation or proceeding instituted against him 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 or 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; and |
| (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)(1) of the Economic Competition 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 65(a)(ii) to 65(a)(iv); and |
| (ii) | Sub-Article 65(a)(i), provided that: |
| (1) | the undertaking to indemnify is limited to such events which
the Board of Directors shall deem to be likely to occur 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 such events which
the Directors shall deem to be likely to occur 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. |
The maximum amount of indemnification
payable by the Company with respect to those liabilities and expenses described in Sub-Article 65(a)(i), for each Office Holder and for
all Office Holders together, individually or in aggregate, under all letters of indemnification issued or to be issued by the Company,
shall not exceed the amount stated in the Company’s compensation policy, as amended from time to time, if applicable, or as approved,
according to applicable law.
Subject to the provisions of the Companies
Law and the Securities Law, the Company may exempt and release, in advance, any Office Holder from any liability to the Company for damages
arising out of a breach of the Office Holder’s duty of care towards the Company.
Notwithstanding the foregoing, the
Company may not exempt a Director in advance from his liability for damages with respect to violation of his duty of care to the Company
with respect to distributions. In addition, the Company may not exempt an Office Holder from his liability to the Company with regard
to a resolution and/or a transaction in which the controlling Shareholder and/or any Office Holder has a personal interest.
| 67. | Subject to the provisions of the Companies Law and the provisions
of any other law, the Company may exempt, insure and/or indemnify (whether retroactively or by way of advance indemnity undertaking)
a person who has held, holds or will hold office and/or who was employed, is employed or will be employed on the Company’s behalf
or in another company in which the Company holds securities, directly or indirectly, or in which the Company has any interest due to
liability, payment or cost imposed upon him or expensed by him in consequence of an action made by him in his capacity as an officer
or an employee in such company, and Articles 64 through 66 shall apply, mutatis mutandis, in that respect. |
| 68. | The provisions of Articles 64 through 66 shall also apply to
an alternate director. |
| (a) | Any amendment to the Companies Law adversely affecting the
right of any Office Holder to be indemnified or insured pursuant to Articles 64 to 68 and any amendments to Articles 64 to 68 shall be
prospective in effect, and shall not affect the Company’s obligation or ability to indemnify or insure an Office Holder for any
act or omission occurring prior to such amendment, unless otherwise provided by applicable law. |
| (b) | The provisions of Articles 64 to 68 (i) shall apply to the
maximum extent permitted by law (including, the Companies Law, the Securities Law and the Economic 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 address as described in the Register of Shareholders or such other
address as he 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; |
| (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; or |
| (iv) | in the case of facsimile, email or other electronic transmission,
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 71. |
| (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 either or several 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. |
| (h) | 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
| 71. | FORUM FOR ADJUDICATION
OF DISPUTES. |
| (a) | Unless the Company consents in writing to the selection of
an alternative forum, with respect to any causes of action arising under the U.S. Securities Act of 1933 as amended, against any person
or entity, including such claims brought against the Company, its directors, officers, employees, advisors, attorneys, accountants or
underwriters, the federal district courts of the United States of America shall 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; and |
| (b) | Unless the Company consents in writing to the selection of
an alternative forum, the competent courts in Tel Aviv, Israel shall 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 Company’s shareholders, or (iii) any action asserting a claim arising pursuant to
any provision of the Companies Law or the Securities Law. |
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 these provisions.
* * *
A-28
Exhibit 99.2
VOTE ON INTERNET Go to
http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. The voting polls will be open
until 11:59 p.m. (Eastern Time) December 8, 2024. CONTROL # VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope
we have provided. * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 VOTE BY EMAIL Mark, sign and date your proxy card and return it to
vote@vstocktransfer.com VOTE IN PERSON If you would like to vote in person, please attend the 2024 Annual General Meeting of Shareholders
to be held on Tuesday, December 10, 2024, at 10:00 a.m. (Israel time), at the offices of our Israeli counsel, Gornitzky & Co., located
at 20 HaHarash Street, Tel Aviv, 6761310 Israel. Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. 2024 Annual General
Meeting of Shareholders Proxy Card - ParaZero Technologies Ltd. DETACH PROXY CARD HERE TO VOTE BY MAIL The Board of Directors recommends
a vote "FOR" all listed Proposals. 1. Re-election of our Class I Director To re-elect our currently serving Class I director,
Mr. Amitay Weiss, to serve as a Class I director of the Company until the third annual meeting following his election, or until he ceases
to serve in his office in accordance with the provisions of the Company’s Amended and Restated Articles of Association (the “Articles
of Association”) or any law, whichever is the earlier. FOR AGAINST ABSTAIN 2. Approval of an amendment to the Company’s Articles
of Association To approve certain amendments to Article 25(a) in the Articles of Association to allow applicability of the changes to
the Israeli Companies Regulations (Relief for Companies with Securities Listed for Trading on a Foreign Stock Exchange). FOR AGAINST
ABSTAIN 3. Approval of an amendment to the terms of employment of the Company’s Chief Executive Officer To approve an amendment
to the terms of employment of the Company’s Chief Executive Officer regarding bonus entitlement. FOR AGAINST ABSTAIN 4. Appointment
of Company’s auditors for fiscal year 2024 To approve the appointment of Brightman Almagor Zohar & Co., a Firm in the Deloitte
Global Network, as the Company’s independent auditors for the fiscal year ending December 31, 2024 (the “Auditors”),
and to authorize the Board, upon the recommendation of the Audit Committee, to determine the Auditors remuneration. FOR AGAINST ABSTAIN
Note: To transact such other business as may properly come before the Meeting or any adjournment thereof. Please note: By voting, whether
by means of the enclosed proxy card, via telephone or internet voting, you will be deemed to confirm to the Company that you are NOT
a “controlling shareholder” and do not have a “personal interest” in any of the above proposals. If you are a
“controlling shareholder” or you do have a “personal interest” (both as such terms are referred to in the proxy
statement) in any of the above proposals, please notify the Company, as described in this proxy card (in which case your vote will only
count for or against the ordinary majority, and not for or against the special tally, required for approval and adoption of Proposal
No. 3). (TO BE SIGNED ON REVERSE)
PARAZERO TECHNOLOGIES LTD.
2024 Annual General Meeting of Shareholders December 10, 2024 10:00 AM Israel Time At 20 HaHarash Street, Tel Aviv, 6761310 Israel DETACH
PROXY CARD HERE TO VOTE BY MAIL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The shareholder(s) hereby appoint(s) Amitay
Weiss, Boaz Shetzer and Regev Livne or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s)
them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of ParaZero Technologies
Ltd that the shareholder(s) is/are entitled to vote at the 2024 Annual General Meeting of Shareholders to be held on Tuesday, December
10, 2024, at 10:00 a.m. (Israel time), at the offices of our Israeli counsel, Gornitzky & Co., located at 20 HaHarash Street, Tel
Aviv, 6761310 Israel, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted as directed herein.
If no direction is given, to the fullest extent permitted under applicable law, this proxy will be voted FOR all items on the agenda,
and, in the discretion of the proxies, upon such other business as may properly come before the 2024 Annual General Meeting of Shareholders.
IMPORTANT NOTE: BY EXECUTING THIS PROXY CARD, THE UNDERSIGNED SHAREHOLDER IS CONFIRMING THAT HE, SHE OR IT IS NOT A “CONTROLLING
SHAREHOLDER” AND DOES NOT HAVE A “PERSONAL INTEREST” (AS SUCH TERMS ARE REFERRED TO IN THE PROXY STATEMENT) IN THE
APPROVAL OF PROPOSAL 3 AND CAN THEREFORE BE COUNTED TOWARDS OR AGAINST THE MAJORITY REQUIRED FOR APPROVAL OF THAT PROPOSAL. IF YOU BELIEVE
THAT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST IN THE APPROVAL OF PROPOSAL NO. 3, PLEASE NOTIFY REGEV LIVNE, COMPANY’S
CHIEF FINANCIAL OFFICER, AT C/O 1 HATACHANA ST., KFAR SABA, ISRAEL, TELEPHONE: +972-3-688-5252, OR EMAIL OFFICE@PARAZERO.COM. PLEASE
SEE THE COMPANY'S PROXY STATEMENT FOR A FURTHER EXPLANATION AS TO WHO IS CONSIDERED A “CONTROLLING SHAREHOLDER” OR HAS A
“PERSONAL INTEREST”. PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE. Date Signature Signature, if held jointly ________________
________________________ ________________________ Note: This proxy must be signed exactly as the name appears hereon. When shares are
held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title
as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by an authorized person. To change the address on your account, please check
the box at right and indicate your new address. * SPECIMEN * AC:ACCT999 90.00
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