THE COMPANIES ORDINANCE (1983)
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
T.T.R. TECHNOLOGIES LTD.
[name of company in Hebrew letters]
The regulations contained in the Second Schedule to the Companies
Ordinance (New Version) (the "Regulations") shall apply to T.T.R. TECHNOLOGIES
LTD. (the "Company") subject to the modifications hereinafter expressed.
(a) The Articles of Association of the Company shall be numbered in the same
manner as the Regulations, except with respect to Regulations not adopted, and
the word "deleted" shall appear next to the number of such deleted provision.
(b) After Clause I of the Regulations, the following clause shall be inserted:
1(a) The Company is a private limited Company and accordingly:
(i) The number of members of the Company at any time shall not
exceed 50 (not including persons who are in the employment to the Company, and
persons who, having been formerly in the employment of the Company were while in
that employment and have continued after the termination of that employment to
be members of the Company). However for the purposes of this provision, where
two or more persons hold one or more shares in the Company jointly they shall be
treated as a single member;
(ii) No invitation shall be issued to the public to subscribe for
any shares or debenture stocks of the Company;
(iii) The right to transfer shares of the company shall be
restricted in accordance with the provisions of these Articles;and
(iv) Any transfer of shares in the Company shall require the
authorization of the Board of Directors.
(c) clause 5 of the Regulations shall be deleted.
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(d) Clause 19 (1) of the Regulations shall be amended by deleting the words 'not
paid up in full.'
(e) Clauses 34-39, 48(b) and 51 of the Regulations shall be deleted.
(f) After Clause 67 at the Regulations, the following clause shall be inserted:
67(a) A resolution in writing signed by all members of the
Company then entitled to attend and vote at General Meetings or to which all
such members have given their written consent (by letter, telegram, telex,
telefax or otherwise) shall be deemed to have been unanimously adopted by a
General Meeting duly convened and held.
67(b) Where all the directors present at or participating in the
meeting have consented thereto, any director may participate in a meeting of the
board by means of conference telephone, electronic or other communication
facilities as permit all persons participating in the meeting to communicate
with each other simultaneously and instantaneously and a director participating
in such a meeting by such means is deemed to be present at the meeting.
(g) Clauses 68-70 of the Regulations shall be deleted and after clause 70 the
following clause shall be inserted:
70(a) The number of the members of the Board of Directors, their
duties and the manner of their appointment and termination will be determined
from time to time by a general meeting of the Company.
(h) Clauses 73,79, 80(5) and 8l-89 of the Regulations shall be deleted.
(i) Clause 91 of the Regulations shall be deleted and after it the following
clause shall be inserted:
91(a) The Board of Directors can set the size of the quorum
required to conduct the business affairs of the Company and can define the
signatory rights of the Company. Until resolved to the contrary the quorum for a
meeting of the Board of Directors shall be one.
(j) After clause 95 of the Regulations.the following clauses shall be inserted:
95(a) A resolution in writing signed by all the members of the
Board of Directors or such resolution that all the members of the Board of
Directors have given their written consent ( by letter, telegram, telex, telefax
or otherwise ) shall be valid for every purpose as a resolution adopted at a
Board of Directors meeting that was duly convened and held.
95 (b)(i) The Company may enter into a contract for the insurance
of part or all of its officers' liability in respect of any of the following:
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(1) violations of his obligation toward the Company or toward
any other to act with circumspection;
(2) violations of his obligation of loyalty toward it, provided
the officer acted in good faith and had reasonable cause to
assume that his act would not injure the Company;
(3) financial obligations imposed on him in favor of a third
party, in respect of an act performed by virtue of his
position as officer of the Company.
(ii) The Company may indemnify any of its officers for the
following matters:
(1) a financial obligation imposed on the officer in favor of a
third party by a court judgment, including a compromise
judgment or an arbitrator's decision approved by a court,
for an act performed by virtue of his position as officer of
the Company; and
(2) reasonable legal expenses, including attorney's fees,
expended by or charged to an officer or adjudged against him
by a court in an action lodged against him by the Company or
on its behalf by another person, or in a criminal charge in
which he was found innocent, all for an act performed by
virtue of his position as officer of the Company.
(k) Clause 100 of the Regulations shall be deleted.
Addresses & Descriptions of
Name Subscribers Signatures
- --------- -- -------------------------------------------------------------------
T.T.R. Inc. Delaware Company Marc Tokayer
16/8 Hatam Sofer
Immanuel, Israel
Marc Tokayer I.D. 15787492 Marc Tokayer
16/8 Hatam Sofer
Immanuel, Israel
Dated this 11th day of December __,1994
Witness to the above signatures David Aboudi
----------------------
[David Aboudi, Advocate - in Hebrew letters]
David Aboudi, Advocate
CERTIFICATE OF NAME CHANGE
TO CHANGE HEBREW NAME
[name of company in Hebrew letters]
T.T.R. TECHNOLOGIES LTD
[name of company in Hebrew letters]
T.T.R. TECHNOLOGIES LTD
1995 10
[hebrew numbers] [hebrew numbers] [hebrew numbers]
51-205917-1