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Item 6.
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Indemnification of Directors and Officers.
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The Registrant’s directors and officers
have the benefit of indemnification provisions in the Registrant’s amended Articles of Association. These provisions give
the indemnified persons the right to recover from the Registrant for liability or expense imposed in their capacity as officers
or directors as a result of (i) financial obligation or liability imposed by a government office or as a result of a court judgment,
(ii) reasonable legal expenses, including attorney’s fees, incurred (X) as a result of an investigation or proceeding brought
by a competent authority that does not result in the filing of an indictment or financial liability (or that is concluded with
the imposition of a financial
liability in lieu of criminal proceedings) or (Y) in connection with participating in a proceeding
brought by the Registrant (or on the Registrant’s behalf) or in any criminal prosecution in which he or she was acquitted,
(iii) payments imposed in favor of an injured party under Section 52(54)(a)(1)(a) of the Israeli Securities Law or (iv) reasonable
litigation expenses, including attorneys’ fee, incurred in connection with a proceeding under Chapters H’3, H’4
or I’1 of the Israeli Securities Law. However, the Registrant may exempt a director or officer from liability for damage
in consequence of a breach of the duty of care owed to the Registrant and the Registrant may not indemnify or exempt its directors
or officers from liability with respect to (i) a breach of the duty of loyalty (unless the director or officer acted in good faith
and had a reasonable basis to believe that the action would not prejudice the interest of the Registrant), (ii) a willful or reckless
breach of the duty of care (other than that committed solely by negligence); (iii) an action taken or not taken with the intent
of unlawfully realizing personal gain or (iv) a fine imposed on the director or officer for an offense. In addition, the Registrant
has entered into agreements with the Registrant’s directors and executive officers to indemnify them. In addition to such
indemnification, the Registrant provides the Registrant’s directors and officers with directors’ and officers’
liability insurance.
Insofar as indemnification of liabilities
arising under the Securities Act may be permitted to directors or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that, in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii) To
include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
provided
,
however
,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar
as indemnification of liabilities arising under the Securities Act may be permitted to directors or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.