Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) Following the Closing of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registrations. (ai) Following Subject to Sections 2.1(b) and 2.3, at any time and from time to time following the Closing date hereof, the Shareholder (a “Demand Party”) shall have the right to require the Company to file one or more registration statements under the Securities Act covering all or any part of the IPO, but subject its and its Affiliates’ Registrable Securities by delivering a written request therefor to the terms Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by any Demand Party pursuant to this Section 2.1(a)(i) is referred to herein as a “lock-up agreementDemand Registration Request” entered into and the registration so requested is referred to herein as a “Demand Registration” (with an underwriter (unless waived by respect to any Demand Registration, the Holder(s) making such underwriterdemand for registration being referred to as the “Initiating Holders”), a Holder . Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act all or any portion of the Registrable Securities held by such HolderAct, having a “WKSI”), an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000automatic shelf registration statement. Upon receipt of such request, the The Company shall within seven (7) days deliver give written notice of such request to all Holders (the “Demand Exercise Notice”)) of such Demand Registration Request to each of the Holders of record of Registrable Securities, if anyany other than the Initiating Holding, who shall then have seven at least five (75) days Business Days prior to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right filing of any holder registration statement under the Securities Act. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to participate the Company for inclusion in such registration pursuant to Section 2.2 (which request shall be conditioned upon their participation in such underwritten public offering and specify the inclusion maximum number of their Registrable Securities in intended to be disposed of by such Participating Holder) within five (5) days following the underwritten public offering receipt of any such Demand Exercise Notice. (iii) The Company shall, as expeditiously as reasonably possible, but subject to the extent provided herein. Subject to the provisions of Section 3(b) below2.1(b), the Company will use its commercially reasonable best efforts to (x) file a registration statement as promptly as practicable, but not with the SEC (no later than sixty forty-five (6045) days after such Demand Notice (subject, however, to from the Company’s independent auditors providing any required consent), receipt of the applicable Demand Registration Request) and shall use its reasonable best efforts to cause such registration statement to be declared effective such registration under the Securities Act as promptly soon as reasonably practicable after thereafter (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the filing thereofSecurities Act if so requested and if the Company is then eligible to use such a registration) with respect to the Registrable Securities which the Company has been so requested to register, for distribution in accordance with the intended method of distribution and (y) if requested by the Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (b) Notwithstanding anything to the foregoingcontrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) are subject to the following limitations: (i) the Company shall not be required to effect more than (x) five (5) Demand Registrations on Form S-1 or any similar long-form registration pursuant to a at the request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), Shareholder; provided, however, that the Company is actively employing reasonable best efforts Shareholder shall be entitled to cause such request an unlimited number of Demand Registrations on Form S-3 or any similar short-form registration statement (including pursuant to be filed and to become effective Rule 415 under the Securities Act) or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph take-downs or other offerings off an existing Form S-3; (ii) shall derogate from each registration or offering in respect of a Demand Registration Request made by any Holder must include, in the Companyaggregate, Shares having an aggregate market value of at least the lesser of (a) the Minimum Threshold (based on the Shares included in such registration by all Holders participating in such registration) and (b) the Initiating Holder’s obligations under Section 5 hereof, remaining Shares; and (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose Board, in its good faith judgment, determines that any registration of Registrable Securities that should not be made or continued because it would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the Company or any of its subsidiaries or because the Company does not yet have appropriate financial statements of any acquired or to be acquired entities available for filing (in each case, a “Valid Business Reason”), then (x) the Company may be immediately registered on Form F-3 pursuant postpone filing a registration statement relating to a request made pursuant Demand Registration Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days after the date the Board determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to Section 3 hereof. (c) If a Demand Registration Request, if the Valid Business Reason has not resulted in whole or part from actions taken or omitted to be taken by the Company, the Company shall furnish may, to such Holders a letter signed by the Chief Executive Officer of the Company stating that extent determined in the good faith judgment of the Company’s Board to be reasonably necessary to avoid interference with any of Directors the transactions described above, suspend use of or, if required by the SEC, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days after the date the Board determines a Potential Material Event Valid Business Reason exists (as defined below) has occurred such period of postponement or withdrawal under this clause (a “Management Letter”v), the Company’s obligation “Postponement Period”). The Company shall give written notice to the Initiating Holders and any other Holders that have requested registration pursuant to Section 2.1 or Section 2.2 of its determination to postpone or suspend use of or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or suspension or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or suspend use of or withdraw a registration statement after the expiration of any Postponement Period until twelve (12) months after the expiration of such Postponement Period. If the Company shall give any notice of postponement or suspension or withdrawal of any registration statement pursuant to clause (iii) above, the Company shall not, during the Postponement Period, register any Shares, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to suspend use of, withdraw, terminate or postpone amending or supplementing any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have suspended use of, withdrawn or terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (iii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement until the Company shall have permitted use of such suspended registration statement or filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of suspension, withdrawal or postponement of a registration statement, the Company shall, not later than five (5) Business Days after the Valid Business Reason that caused such suspension, withdrawal or postponement no longer exists (but in no event later than forty-five (45) days after the date of the suspension, postponement or withdrawal), as applicable, permit use of such suspended registration statement or use its reasonable best efforts to effect such the registration under Section 2(c) shall be deferred from the date of receipt Securities Act of the Management Letter until Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such Holders receive written notice from request, in which case the Company that shall not be considered to have effected a Demand Registration for the purposes of this Agreement and such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof request shall be tolled correspondingly. A registration will not count as a requested registration Demand Registration Request under this Agreement), and following such permission or such effectiveness such registration shall no longer be deemed to be suspended, withdrawn or postponed pursuant to clause (v) of Section 2 until 2.1(iii) above. (c) In connection with any Demand Registration (including any Shelf Underwriting or Underwritten Block Trade (as defined below)), the Holders of a majority of the Registrable Securities included in such Demand Registration shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such underwritten offering and counsel for the Participating Shareholders; provided that in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed. (d) No Demand Registration shall be deemed to have occurred for purposes of Section 2.1(a) (i) if the registration statement relating thereto (x) does not become effective, (y) is not maintained effective for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such registration statement have actually been sold (provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such registration statement at the request of the Company or an underwriter of the Company), or (z) is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) if any of the Registrable Securities requested by such Initiating Holder to be included in such Demand Registration are not so included pursuant to Section 2.3 (even where some or most of such Holder’s Registrable Securities are included in such Demand Registration), (iii) if the method of disposition is a firm commitment underwritten public offering and any of the applicable Registrable Securities identified in the preliminary prospectus or preliminary prospectus supplement, as applicable, for such offering as being sold by the Participating Holders have not been sold pursuant thereto or (iv) if the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by such Initiating Holder(s) or its Affiliates) or are otherwise not waived by such Initiating Holder(s). (e) In the event that the Company files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Demand Registration Request and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), the Initiating Holders with respect to such Demand Registration Request and the other Demand Parties with Registrable Securities registered on such Shelf Registration Statement (or, in the case of an automatic shelf registration statement, the Demand Parties) shall have the right at any time or from time to time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to such registration has been declared effective statement. For purposes hereof, any Registrable Securities issued to the Shareholder on Form S-8 and registered with the SEC for reoffer or resale pursuant to a reoffer/resale prospectus filed by the Commission Company in connection with the Form S-8 shall be deemed registered on a Shelf Registrable Statement and to benefit from the provisions of this Section 2.1(e) and all other provisions of this agreement including, without limitation, Sections 2.4, 2.5. and 2.9 hereof. Any such Initiating Holder or Demand Party shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that such Initiating Holder or Demand Party, as applicable, desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record (if any) of other Registrable Securities registered on such Shelf Registration Statement (or, in the case of an automatic shelf registration statement, the Holders of record (if any) of Registrable Securities) (“Shelf Registrable Securities”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities (if any) which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its commercially reasonable efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Demand Party wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) pursuant to a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already effective Shelf Registration Statement), then notwithstanding the foregoing time periods, such Demand Party only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such Underwritten Block Trade is to commence, and the shares Company shall notify the other Holders (the “Company Block Trade Notice”) on the same day, and such other Holders (if any) must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such offering is to commence). The Company shall as expeditiously as possible, but subject to Section 2.1(b), use its commercially reasonable efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided, however, that the Demand Party requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement (including filing an automatic shelf registration statement), prospectus and other offering documentation related to the Underwritten Block Trade. In the event a Demand Party requests such an Underwritten Block Trade, notwithstanding anything to the contrary in this Section 2.1 or in Section 2.2, any holder of Shares who is not a Holder shall have been registered for trade.no right to notice of or to participate in such Underwritten Block Trade at any time. The Company shall, at the request of any Initiating Holder, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and lang

Demand Registrations. (a) Following the Closing At any time (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the IPO, but subject then-outstanding shares of Registrable Securities or (B) that are reasonably expected to the terms result in aggregate gross cash proceeds in excess of $50 million (without regard to any “lock-up agreement” entered into with an underwriter (unless waived by such underwriterunderwriting discount or commission), a Holder may request that or (y) on or after the Company register under one hundred and eightieth (180th) day following the Securities Act all or any portion occurrence of the Registrable Securities held by an Initial Public Offering, such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demanding Holders”) shall have the right, by delivering written notice to the Company (a “Demand Notice”), if any, who shall then have seven (7) days to notify require the Company to, pursuant to the terms of this Agreement, register under and in writing accordance with the provisions of their desire the Securities Act the number of Registrable Securities Beneficially Owned by such Holders and requested by such Demand Notice to be included in so registered (a “Demand Registration”) provided; however, that it shall be a condition to making a Demand Registration under clause (y) above that the aggregate offering price of the Registrable Securities to be registered by the Demanding Holders is at least $25,000,000. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Upon receipt of such registration. If the request for registration contemplates an underwritten public offeringDemand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall state such in the written notice and in such event have the right to request the Company to include all or a portion of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their other Holders’ Registrable Securities in the underwritten public offering such Demand Registration by written notice delivered to the extent provided herein. Subject Company within fifteen (15) calendar days after such notice is given by the Company. (b) Following receipt of a Demand Notice, subject to the provisions of Section 3(b) below2(c), Section 4 and, Section 6 and Section 16(h), the Company will use its reasonable best efforts to file a registration statement file, as promptly as practicable, reasonably practicable (but not later than ninety (90) calendar days after receipt by the Company of such Demand Notice in the case of a registration made on Form S-1 or comparable successor form, as applicable, or sixty (60) calendar days after in the case of any registration eligible to be made on Form S-3 or comparable successor form, as applicable), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Demand Notice Holders (subject, however, to the Company’s independent auditors providing any required consent), extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. thereof (band in any event in accordance with Section 5), provided that if such Demand Notice relates to a Shelf Registration Statement, the provisions of Section 4 shall apply. The Holders shall have the right to request two (2) Notwithstanding registrations per year pursuant to this Section 2. Demanding Holders holding at least a majority of the foregoingRegistrable Securities held by the Demanding Holders shall have the right to notify the Company that they have determined that the Registration Statement and/or Shelf Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall not be required to effect promptly abandon or withdraw such Registration Statement and/or Shelf Registration Statement. In the event any registration attempted under this Section 2 pursuant to a request which the Company would be responsible for the Registration Expenses of a Holder the Holders is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Holders with respect to two (2) consummated registrations per year made under this Section 2: (i) more than ; provided, however, that if a registration attempted under this Section 2 is not consummated solely as a result of the withdrawal of the Holders requesting such registration, unless such Holders reimburse the Registration Expenses incurred by the Company, such Registration Statement shall count against the two (2) times for each Registration Statements that the Company is required to a consummate per year. In any Demand Registration involving an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Demanding Holders, subject to approval of the Kibbutz and Tene separately, Company not to be unreasonably withheld. (iic) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of A Registration Statement filed pursuant to a Company-initiated registration or Company Underwritten Offering (as defined below), Demand Notice may include Other Securities; provided, however, that the Company and any other such requesting holders agree in writing to enter into an underwriting agreement with usual and customary terms and to any lock-up or similar limitations applicable to the Holders. Notwithstanding any other provisions of this Section 2, if the representative of the underwriters advises the Holders and the Company in writing (a “Cutback Notice”) that it is actively employing reasonable best efforts to cause such registration statement their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be filed and to become effective or to cause sold in such Company Underwritten Offering offering, together with any Other Securities proposed to be effectedincluded by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and providedsuch number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, further that nothing to the Holder(s) requesting inclusion in this subparagraph such registration, pro rata among such Holder(s) on the basis of the number of shares of Registrable Securities for which each such Holder has requested registration, (ii) second, to the Company for any securities it proposes to sell for its own account, and (iii) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration. If a Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such Person shall derogate be excluded therefrom by written notice from the Company’s obligations under Section 5 hereof, the underwriter or the Holder(s). The securities so excluded shall also be withdrawn from registration. A registration shall not be counted as “consummated” for purposes of the two (iii2) during registrations per year requirement if, as a result of a Cutback Notice, fewer than fifty percent (50%) of the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose total number of Registrable Securities that may Holders have requested to be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofincluded in such registration statement are actually included. (cd) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that Except as provided in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined belowSection 2(b) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a withdrawn Registration statements, all Registration Expenses of the Holders incurred in connection with two (2) registrations per year requested registration under pursuant to this Section 2 until the registration statement relating to such registration has been declared effective shall be borne by the Commission and the shares have been registered for tradeCompany.

Demand Registrations. (ai) Following Subject to Section 2.1(b) below, at any time after the Closing first anniversary of the IPOdate hereof, but subject the Holders shall have the right to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that require the Company register to file a registration statement under the Securities Act all covering such aggregate number of Registrable Securities which represents 20% or any portion greater of the then outstanding Registrable Securities, by delivering a written request therefor to the Company specifying the number of Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registrationregistration by such Holders and the intended method of distribution thereof. If All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Registration Requests," and the request registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holders making such demand for registration contemplates an underwritten public offering, being referred to as the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein"Initiating Holders"). Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as As promptly as practicable, but not no later than sixty (60) ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all Holders of record of Registrable Securities. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holders) within 30 days after the receipt of the Demand Exercise Notice (subjector, however15 days if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to the Company’s independent auditors providing any required consentall Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). (iii) The Company shall, as expeditiously as possible but subject to Section 2.1(b), and shall use its commercially reasonable best efforts to cause (x) effect such registration statement to be declared effective under the Securities Act as promptly as practicable after of the filing thereofRegistrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by the Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (b) Notwithstanding anything to the foregoingcontrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Investors are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 2.1(a)(i) to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act; (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal under this clause (ii), the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until twelve months after the expiration of such Postponement Period; (iii) the Company shall not, be obligated to effect more than three Demand Registrations under Section 2.1(a) and (iv) the Company shall not be required to effect a Demand Registration unless the Registrable Securities to be included in such registration have an aggregate anticipated offering price of at least $25,000,000 (based on the then-current market price of the Common Stock). If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to a request the exercise of a Holder under piggyback rights granted by the Company which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Section 2: Agreement (i"Additional Piggyback Rights") more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that such inclusion shall be permitted only to the Company extent that it is actively employing reasonable best efforts pursuant to cause such registration statement and subject to be filed and to become effective the terms of the underwriting agreement or to cause such Company Underwritten Offering to be effectedarrangements, and providedif any, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if entered into by the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofHolders. (cd) If In connection with any Demand Registration, the Company shall furnish have the right to designate the lead managing underwriter in connection with such Holders a letter signed by the Chief Executive Officer of the Company stating registration and each other managing underwriter for such registration, provided that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”)each case, the Company’s obligation to use its reasonable best efforts to effect each such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed underwriter is reasonably satisfactory to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradeInitiating Holders.

Demand Registrations. (a) Following Each Holder shall have the Closing right (the "Demand Right") during the term of the IPO, but subject this Agreement to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that require the Company register to file a registration statement under the Securities Act in respect of all or any portion some of the Registrable Securities Shares held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of Holder (but not less than US$5,000,000a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Upon receipt Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall within seven (7) days deliver notice of such request to all Holders (file with the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice Commission and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will thereafter use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to be declared effective file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act as promptly as practicable after Act. All requests made pursuant to this Section 3.01 (a) shall specify the filing thereofamount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding the foregoing, anything contained in this Section 3.01: (i) the Company shall not be required to effect file a registration pursuant to statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, prior registration statement registering Ordinary Shares; (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts Holder shall not be entitled to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate request a Demand Registration until after twelve months from the Company’s obligations under Section 5 hereof, Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period that is one hundred and eighty (180) days following imposed in connection with a public offering of securities of the effective date ofCompany, a Companyexcept with the consent of the underwriters controlling the applicable lock-initiated registration or Company Underwritten Offering, or up agreement (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish not be required to file a registration statement if the filing of such Holders a letter signed registration statement, or the transactions contemplated by the Chief Executive Officer of the Company stating that such filing, would in the good faith judgment of the Company’s Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a Potential Material Event (as defined below) has occurred (registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a “Management Letter”), breach of the Company’s obligation 's license; and (vi) the Company shall not be required to use its reasonable best efforts to effect file a registration statement if the filing of such registration under statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 2(c3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be deferred from reduced to such number which, in the date opinion of receipt such underwriters, can be sold without (i) materially and adversely affecting the price of the Management Letter until Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders receive on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice from to the Company that accompanying such Potential Material Event either has been disclosed advice, that, to the public or no longer constitutes a Potential Material Eventextent necessary to meet such limitation, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof newly issued Ordinary Shares shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to excluded from such registration has been declared effective by the Commission and the shares have been registered for tradeDemand Registration.

Demand Registrations. (a) Following If requested by the Closing of the IPO, but subject underwriters for any Underwritten Offering requested by any Participating Holder pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register Registration under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such requestSection 2.01, the Company shall within seven (7) days deliver notice enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of such request that type, including indemnities no less favorable to all Holders (the “Demand Notice”), if any, who recipient thereof than those provided in Section 2.09. Each Participating Holder shall then have seven (7) days to notify cooperate reasonably with the Company in writing the negotiation of their desire such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be included in parties to such registration. If underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the request for registration contemplates an underwritten public offeringother agreements on the part of, the Company shall state to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the written notice and in conditions precedent to the obligations of such event the right of any holder of Registrable Securities to participate in underwriters under such registration underwriting agreement also shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering conditions precedent to the extent provided hereinobligations of such Participating Holders. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after Any such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company Participating Holder shall not be required to effect registration pursuant to a request of a make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before but not such Participating Holder’s knowledge about the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the CompanyParticipating Holder’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed title to the public or no longer constitutes a Potential Material EventRegistrable Securities, such period not Participating Holder’s authority to exceed sixty (60) dayssell the Registrable Securities, and any time periods such Participating Holder’s intended method of distribution, absence of liens with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating Registrable Securities, receipt of all required consents and approvals with respect to the entry into such registration has been declared effective by the Commission underwriting agreement and the shares have been registered for tradesale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Demand Registrations. (a) Following (i) Gotham may, on its own behalf and on behalf of its Controlled Affiliates (the Closing "GOTHAM DEMAND RIGHT"), at any time after the date hereof and on an unlimited number of the IPOoccasions but not more frequently than once during any nine-month period, but and (ii) separately, subject to Section 5.3, any Loan Bank may, on its own behalf (the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter"BANK DEMAND RIGHT"), at any time following the foreclosure of a Holder may request that pledge collateralized by a Founder's Corporation Interests and consequential Transfer of Common Stock to the Company register Loan Bank, on not more than three (3) separate occasions in the aggregate and not more frequently than once during any nine-month period, require the Corporation to file a registration statement under the Securities Act in respect of all or any a portion of the Registrable Securities Common Stock then held by such HolderGotham and its Controlled Affiliates or the Loan Bank, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, as the Company shall within seven (7) days deliver notice of such request to all Holders case may be (the “Demand Notice”"REGISTRABLE SHARES"), if anyby delivering to the Corporation written notice stating that such right is being exercised, who shall then have seven (7) days to notify specifying the Company in writing number of their desire shares of Common Stock to be included in such registration. If registration (the request for registration contemplates shares subject to such request, the "DEMAND SHARES") and describing the intended method of distribution thereof, which may include an underwritten public offeringoffering (a "DEMAND REQUEST"). With respect to any Demand Request or any registration of Demand Shares on account thereof, the Company shall state such Corporation may condition its compliance with its obligations hereunder on Gotham's and its Controlled Affiliates' or the Loan Bank's, as the case may be, agreeing in the written notice and in such event the right of any holder of Registrable Securities writing to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided hereinkeep confidential all matters related hereto. Subject to the provisions of Section 3(b) belowUpon receiving a Demand Request, the Company will Corporation shall (i) use its reasonable best efforts to file as promptly as reasonably practicable a registration statement on such form as promptly as practicablethe Corporation, but in its sole discretion, may reasonably deem appropriate (provided that the Corporation shall not later than sixty (60) days after be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis), providing for the registration of the sale of such Demand Notice (subject, however, Shares pursuant to the Company’s independent auditors providing any required consent)intended method of distribution (a "DEMAND REGISTRATION") and (ii) after the filing of an initial version of the registration statement, and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofstatement. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registrations. (a) Following At any time after the Closing of the IPOdate hereof, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), x) a Holder may request that the Company register under the Securities Act all Majority Interest or any portion (y) VS Investors holding a majority of the Registrable Securities held by such Holder, having an anticipated aggregate all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering price, net of Selling Expenses, of proceeds aggregating not less than US$5,000,000$10 million) in the manner specified in such request. Upon receipt of such request, the Company shall within seven (7) days promptly deliver notice of such request to all Holders (the “Demand Notice”), if any, Persons holding Registrable Securities who shall then have seven thirty (730) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the The Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent)shall expeditiously prepare and file, and shall use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoingand to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for each the holders of the Kibbutz Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and Tene separately(ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section (b) If a requested registration pursuant to Section 2(a) involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any other Persons (other than the Investors holding Registrable Securities) not having either registration rights or contractual, incidental "piggy back" rights to include such securities in the registration statement, (ii) during the period that is thirty (30) days before second, shares sought to be registered by the Company’s good faith estimate , and (iii) third, Registrable Securities, it being understood that no shares shall be registered for the account of the date Company or any shareholder other than the Investors unless all Registrable Securities for which Investors have requested registration have been registered. If there is a reduction of filing the number of a Company-initiated registration Registrable Securities pursuant to clauses (i) or Company Underwritten Offering (as defined belowiii), providedsuch reduction shall be made on a pro rata basis (based upon the aggregate number of shares of Registrable Securities held by the holders in each tranche and subject to the priorities set forth in the preceding sentence). (c) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, however, that the Company is actively employing reasonable best efforts to cause such registration statement managing underwriter shall be chosen by the Investors holding not less than a Majority Interest of the Registrable Securities to be filed and sold in such offering, subject to the Company's consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is within one hundred and eighty (180) days following the effective date of, a Company-initiated of any registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 required pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating or such lesser period as may be consented to such registration has been declared effective by the Commission and the shares have been registered for trademanaging underwriter.

Demand Registrations. (a) Following At any time and from time to time, the Closing of Holders’ Representative shall have the IPOright by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all the number of Registrable Securities owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is either (i) at least 1,800,000 shares of Registrable Securities or any portion (ii) if the total amount of Registrable Securities owned by the Holders is less than 1,800,000 shares, such total number of shares of Registrable Securities. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subjectsubject to paragraph (e) of this Section 2.1), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding No securities shall be included under any Demand Registration Statement related to an underwritten offering without the foregoingwritten consent of the Holders’ Representative, except Registrable Securities requested to be included therein pursuant to Section 2.1(a). Subject to the Company shall not be required to effect registration preceding sentence, if any of the Registrable Securities registered pursuant to a request Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of a Holder under this Section 2: such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the amount, price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) more than two first, the Registrable Securities for which inclusion in such demand offering was requested by the Holders, pro rata (2if applicable) times for as nearly as practicable, based on the number of Registrable Securities Beneficially Owned by each of the Kibbutz and Tene separately, such Holder; and (ii) during second, among any holders of Other Securities, pro rata as nearly as practicable, based on the period that is thirty (30) days before the Company’s good faith estimate number of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause Other Securities Beneficially Owned by each such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofholder. (c) If The Holders collectively shall be entitled to request no more than three Demand Registrations of the Company, and in no event shall the Company be required to effect more than one Demand Registration in any six month period. (d) In the event of a Demand Registration, the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such registration under shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. For the avoidance of doubt, the foregoing sentence is not intended to limit the obligation of the Company to maintain the continuous effectiveness of the Short-Form Registration contemplated by Section 2(c2.1(h) as required by Section 2.1(h). (e) The Company shall be deferred from entitled to postpone (but not more than once in any six-month period), for a reasonable period of time not in excess of 60 days (and not for periods exceeding, in the date of receipt aggregate, 90 days during any twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Registration Statement if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Management Letter until Company certifying that, in such Holders receive written notice from officers’ good faith judgment, (A) such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with a material pending financing, acquisition, disposition, corporate reorganization, merger, public offering of securities, or other material transaction involving or being contemplated by the Company, or other similarly material events then concerning the Company, (B) the Company is in possession of material non-public information not otherwise then required by Law to be publicly disclosed and that the Company deems advisable not to disclose in such Registration Statement, or (C) a requirement to include pro forma information, which requirement the Company is reasonably unable to comply with at such time. (f) The Holders’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such Potential Material Event either has been disclosed Registration Statement. (g) No request for registration will count for the purposes of the limitations in Section 2.1(c) if: (A) the Holders’ Representative determines in good faith to withdraw the proposed registration prior to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until of the registration statement Registration Statement relating to such registration has been request due to marketing conditions or regulatory reasons relating to the Company, (B) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the applicable Holders having refused to proceed), (C) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court, (D) more than 25% of the Registrable Securities requested by the Commission Holders to be included in the registration are not so included pursuant to Section 2.1(b), or (E) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the applicable Holders). Except for any registration withdrawn pursuant to one of (A) through (E) above or Section 2.2(a), the Selling Holders shall reimburse the Company for all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with any registration which is not completed solely due to actions or elections of the Holders. (h) In addition to the foregoing, the Company will use its reasonable best efforts to qualify for registration on Form S-3 (including, if available, an automatic shelf registration statement for a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act) or any comparable or successor form or forms or any similar short-form registration (“Short-Form Registration”) and such Short-Form Registration shall be filed by the Company as promptly as practicable and shall constitute a “shelf” registration statement providing for the registration of, and the shares have been registered for tradesale on a continuous or delayed basis (notwithstanding anything to the contrary in Section 2.1(d)) of, the Registrable Securities, pursuant to Rule 415 under the Securities Act, to permit the distribution of the Registrable Securities in accordance with the methods of distribution elected by the Holders, including by means of an underwritten offering. Upon filing a Short-Form Registration, the Company shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and any Short-Form Registration shall be re-filed upon its expiration, and, subject to Section 2.1(e), the Company shall cooperate in any shelf take-down by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the Holders’ Representative or as otherwise required, until the Holders no longer hold Registrable Securities (in each case, notwithstanding anything to the contrary in Section 2.1(d)).

Demand Registrations. 2.1 If the Company shall receive at any time commencing six (a6) Following months after the Closing effective date of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)a written request from Initiating Holders, a Holder may request that the Company register file a registration statement under the Securities Act for the registration of all or any portion part of the their Registrable Securities held by such HolderSecurities, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, then the Company shall within seven (7) days deliver promptly give written notice of such request to all Holders (the “Demand Notice”)other Holders, if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, and the Company shall state such in the written notice effect as soon as practicable, and in such any event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicableeffect, but not later than within sixty (60) days of the receipt of such request of the Initiating Holders, the registration under the Act of all Registrable Securities (i) which the Initiating Holders requested to be registered as aforesaid and (ii) of all Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within twenty (20) days after such Demand Notice (subject, however, to the receipt of the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) notice. No more than two (2) times for requests shall be made pursuant to this Section 2.1. In no event shall the Company be required to effect more than one demand registration in each six (6) month period. 2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Initiating Holders shall have the right to propose the managing underwriter in any underwritten offering (and such proposal shall include in general the proposed terms of the Kibbutz underwriting agreement and Tene separatelypricing of the transaction), (ii) during subject to the period that is thirty (30) days before consent of the Company’s good faith estimate , which consent shall not be unreasonably withheld, and shall not be withheld if it is the lead or co-lead from the IPO or other prior registered offering or one of the date top twenty underwriters by volume of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, deals in the preceding twelve months. In the event that the Initiating Holders do not propose a managing underwriter or the Company is actively employing reasonable best efforts reasonably withholds consent to cause such registration statement the proposed managing underwriter, the Company shall have the right to be filed and designate the managing underwriter(s) in any underwritten offering, subject to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if consent of the Initiating Holder proposes to dispose Holders, which consent shall not be unreasonably withheld. 2.3 If the underwriter of such offering determines that the number of shares requested by the Holders is greater than the number of shares that may be underwritten, the number of Registrable Securities that may be immediately registered on Form F-3 pursuant included in such registration shall be reduced accordingly, and there shall be excluded from such registration to a request made pursuant the extent necessary to Section 3 hereof. (c) If satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company shall furnish may wish to such Holders a letter signed register for its own account, and thereafter, to the extent necessary, shares held by the Chief Executive Officer Holders (pro rata to the respective number of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined belowRegistrable Shares then outstanding held by such Holders) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect and any Registrable Securities excluded from such registration under Section 2(c) underwriting shall be deferred withdrawn from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondinglyregistration. A registration will statement shall not count be counted as a requested registration under request for the purpose of this Section 2 until if, as a result of an exercise of the underwriter’s cut-back provisions set forth herein, less than 30% of the total number of Registrable Securities that Holders have requested to be included in such registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradeare actually included.

Demand Registrations. (a) Following the Closing of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) belowmay from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Company Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as practicable, but not later than sixty (60) days after such possible following receipt of a Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and Request. The Issuer shall use its reasonable best efforts to cause such registration statement Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective under the Securities Act as promptly soon as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become remain effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph until the earlier of (iia) shall derogate from the Company’s obligations under Section 5 hereof, ninety (iii) during the period that is one hundred and eighty (18090) days following the effective date ofon which it was declared effective, a Company-initiated registration or Company Underwritten Offering, or (iv) if in the Initiating Holder proposes to dispose case of Registrable Securities that may be immediately registered on Form F-3 an underwritten offering pursuant to a request made pursuant to Section 3 hereof. registration statement on Form S-1 and (cb) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer date on which all of the Company stating that Registrable Securities covered thereby are disposed of in accordance with the good faith judgment method or methods of disposition stated therein. Subject to the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”)conditions set forth in this Section 3.1, the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) Demand Holders shall be deferred from the date entitled to request an unlimited number of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradeDemand Registrations.

Demand Registrations. (a) Following the Closing of the IPO, but subject Subject to the terms and conditions of this Agreement, at any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)time and from time to time after the date hereof, a Holder may request that the Holders shall have the right to require the Company register to file a registration statement under the Securities Act covering all or any portion part of the their Registrable Securities held on six (6) separate occasions in the aggregate, by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, delivering a written request therefor to the Company shall within seven (7) days deliver notice specifying the number of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire Registrable Securities to be included in such registrationregistration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). If All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the request registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration contemplates an underwritten public offeringbeing referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall state such in the give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such event registration (which request shall specify the right of any holder maximum number of Registrable Securities intended to participate in be disposed of by such registration shall be conditioned upon their participation in such underwritten public offering and Holder) within 10 days after the inclusion receipt of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(bDemand Exercise Notice. (c) belowThe Company shall, the Company will as expeditiously as possible, use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60x) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause effect such registration statement to be declared effective under the Securities Act as promptly as practicable after (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the filing thereofSecurities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (bd) Notwithstanding The Demand Registration rights granted in Section 2.1(a) to the foregoingHolders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to effect cause a registration pursuant to Section 2.1(a) to be declared effective within a request period of 180 days after the effective date of any registration statement of the Company effected in connection with a Holder Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under this Section 2: applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (iB) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than two three months (2) times for each such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the Kibbutz and Tene separatelyfact that the Valid Business Reason for such postponement or withdrawal no longer exists, (ii) during in each case, promptly after the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), occurrence thereof; provided, however, that the Company is actively employing reasonable best efforts shall not be permitted to cause such postpone or withdraw a registration statement to be filed and to become effective or to cause after the expiration of any Postponement Period until six months after the expiration of such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from Postponement Period without the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose prior written approval of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofAIHL. (ce) If the Company shall furnish give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such Holders a letter signed registration statement and, if so directed by the Chief Executive Officer Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company stating that in the good faith judgment shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”SEC or any other governmental agency or court), the Company’s obligation Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration under Section 2(cpursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be deferred from permitted only to the date of receipt extent that it is pursuant to and subject to the terms of the Management Letter until underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Holders receive written notice from Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such Potential Material Event either has been disclosed lead managing underwriter shall be reasonably satisfactory to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) daysInitiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any time periods with respect such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to filing the Company, it being understood and agreed that either of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or effectiveness thereof Credit Suisse shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until deemed to be satisfactory both to the registration statement relating Company and to such registration has been declared effective by the Commission and the shares have been registered for tradeInitiating Holder.

Demand Registrations. (a) Following Subject to the Closing terms and conditions hereof, solely during any period that the Company is then ineligible under Law to register Registrable Securities on a registration statement on Form S-3 or any successor form thereto (“Form S-3”), or if the Company is so eligible but has failed to comply with its obligations under Section 2.3, any Demand Shareholders (“Requesting Shareholders”) shall be entitled to make no more than four (4) written requests of the IPOCompany (each, but a “Demand”) for registration under the Securities Act of an amount of Registrable Securities then held by such Requesting Shareholders that equals or is greater than the Registrable Amount (a “Demand Registration” and such registration statement, a “Demand Registration Statement”). Thereupon, the Company shall, subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, file the registration statement no later than 30 days after receipt of a Holder may request that Demand and shall use its commercially reasonable efforts to effect the Company register registration as promptly as practicable under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Requesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand; (ii) all or other Registrable Securities which the Company has been requested to register pursuant to Section 2.1(b), but subject to Section 2.1(g); and (iii) all shares of Company Common Stock which the Company may elect to register in connection with any portion offering of Registrable Securities pursuant to this Section 2.1, but subject to Section 2.1(g); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities held by and the additional shares of Company Common Stock, if any, to be so registered. (b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such HolderDemand Registration, having an anticipated aggregate offering price(ii) the intended method of disposition in connection with such Demand Registration, net to the extent then known, and (iii) the identity of Selling Expenses, of not less than US$5,000,000the Requesting Shareholder(s). Upon Within five (5) days after receipt of such requesta Demand, the Company shall within seven (7) days deliver give written notice of such request Demand to all Holders other holders of Registrable Securities. The Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within five (5) days after the “Company’s notice required by this paragraph has been given, provided that if such five (5) day period ends on a day that is not a Business Day, such period shall be deemed to end on the next succeeding Business Day. Each such written request shall comply with the requirements of a Demand Notice”as set forth in this Section 2.1(b). (c) A Demand Registration shall not be deemed to have been effected (i) unless the Demand Registration Statement with respect thereto has become effective and has remained effective for a period of at least one hundred five (105) days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold or otherwise disposed of thereunder (provided, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such registration statement at the request of the Company or the lead managing underwriter(s) pursuant to the provisions of this Agreement) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred five (105) days after effectiveness, to any stop order, injunction or other order or requirement of the Commission or other Governmental Authority, other than by reason of any act or omission by the applicable Selling Shareholders. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Requesting Shareholders. (e) The Company shall not be obligated to (i) subject to Section 2.1(c), if any, who shall then have seven maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration for a period longer than one hundred five (7105) days or (ii) effect any Demand Registration (A) within ninety (90) days of a “firm commitment” Underwritten Offering in which all Demand Shareholders were offered “piggyback” rights pursuant to notify Section 2.2 (subject to Section 2.2(b)) and at least fifty percent (50%) of the Company in writing number of their desire Registrable Securities requested by such Demand Shareholders to be included in such registrationUnderwritten Offering were included, (B) within ninety (90) days of the completion of any other Demand Registration (including, for the avoidance of doubt, any Underwritten Offering pursuant to any Shelf Registration Statement), (C) within ninety (90) days of the completion of any other Underwritten Offering by the Company or any shorter period during which the Company has agreed not to effect a registration or public offering of securities (in each case only to the extent that the Company has undertaken contractually to the underwriters of such Underwritten Offering not to effect any registration or public offering of securities), or (D) if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited or other required financial statements of the Company or any other Person required to be included or incorporated by reference in the Demand Registration Statement; provided, that the Company shall use its commercially reasonable efforts to obtain such financial statements as promptly as practicable. (f) The Company shall be entitled to (i) postpone (upon written notice to the Demand Shareholders) the filing or the effectiveness of a registration statement for any Demand Registration, (ii) cause any Demand Registration Statement to be withdrawn and its effectiveness terminated and (iii) suspend the use of the prospectus forming the part of any Demand Registration Statement, in each case in the event of a Blackout Period until the expiration of the applicable Blackout Period. If In the request for registration contemplates an underwritten public offeringevent of a Blackout Period under clause (ii) of the definition thereof, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering deliver to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file Demand Shareholders requesting registration a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter certificate signed by either the Chief Executive Officer chief executive officer or the chief financial officer of the Company stating that certifying that, in the good faith judgment of the Company’s Board , the conditions described in clause (ii) of Directors the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that, subject to Law, it shall keep the fact of any such notice strictly confidential, and shall promptly halt any offer, sale, trading or other Transfer (but excluding for this purpose any pledge or grant of a Potential Material Event security interest that is in effect at the time of delivery of such notice) of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration Statement, each prospectus included therein, and any amendment or supplement thereto for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company). (g) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) good faith opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the success thereof, then the Company shall include in such registration statement only such securities as defined belowthe Company is advised by such lead managing underwriter(s) has occurred can be sold without such adverse effect as follows and in the following order of priority: (a “Management Letter”i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Demand Shareholders, which, in the opinion of the lead managing underwriter(s), can be sold without adversely affecting the success thereof, pro rata among such Demand Shareholders on the basis of the number of such Registrable Securities requested to be included by such Demand Shareholders; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by the Company’s obligation . (h) Any time that a Demand Registration involves an Underwritten Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to use its reasonable best efforts to effect the offering of such registration under Section 2(cRegistrable Securities; provided, that such investment banker(s) and manager(s) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from reasonably acceptable to the Company that (such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period acceptance not to exceed sixty (60) daysbe unreasonably withheld, and any time periods with respect to filing conditioned or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradedelayed).

Demand Registrations. (a) Following the Closing of the IPO, but subject to the terms of At any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request time that the Company is not qualified to use a Registration Statement on Form S-3 or any similar Short-Form Registration (as defined below), Holders of at least an aggregate of thirty five percent (35%) of the Registrable Securities then outstanding may request, by written notice given to the Company (the “Demand Notice”), the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the their Registrable Securities held by such Holder, having an anticipated aggregate offering price, net on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Selling Expenses, of not less than US$5,000,000Registrable Securities required to be registered. Upon receipt of such request, the Company shall within seven promptly (7but in no event later than three (3) days Business Days following receipt thereof) deliver notice of such request to all Holders (the “Demand Notice”), if any, other holders of Registrable Securities who shall then have seven ten (710) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five (45) days after the date on which the initial request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect more than two (2) such Long-Form Registrations in any twelve (12) month period for the holders of Registrable Securities; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the holders requesting such registration are able to register and sell the Registrable Securities requested to be included in such registration. If the Company qualifies to use a Registration Statement on Form S-3 or any similar Short-Form Registration after the date that a Long-Form Registration is filed or declared effective, the Company may convert such Long Form Registration into a Short-Form Registration. (b) The Company shall use its commercially reasonable efforts to qualify and to remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. If the Company is qualified for the use of a Registration Statement on Form S-3, the holders of Registrable Securities shall have the right to request an unlimited number of registrations of their Registrable Securities on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”). Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of any such request, the Company shall promptly (but in no event later than three (3) Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offeringCompany is qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto or another Short-Form Registration, the Company shall state cause such in the written notice and in such event the right of any holder of Registrable Securities Short-Form Registration to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty filed within thirty (6030) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), date on which the initial request is given and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under by the Securities Act Commission as promptly soon as practicable after the filing thereofthereafter. (bc) Upon the occurrence of any event that would cause the Demand Registration (i) to contain a material misstatement or omission or (ii) to be not effective and usable for resale of Registrable Securities during the period that such Demand Registration is required to be effective and usable, the Company shall promptly file an amendment to the Demand Registration, in the case of clause (i), correcting any such misstatement or omission and, in the case of either clause (i) or (ii), use its commercially reasonable efforts to cause such amendment to be declared effective and such Demand Registration to become usable as soon as practicable thereafter. (d) The Company agrees to use its commercially reasonable efforts to keep any Demand Registration filed pursuant to this Section 2 continuously effective and usable for the sale of Registrable Securities until such time as all the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement or such Registrable Securities cease to be Registrable Securities, as such period may be extended pursuant to this Section 2. Notwithstanding the foregoing, the Company shall not be have the right to delay the filing of any Long-Form Registration or Short-Form Registration otherwise required to effect registration be prepared and filed by the Company pursuant to a request of a Holder under this Section 2: , or to suspend the use of any Long Form Registration or Short-Form Registration, for a period not in excess of sixty (60) days (a “Delay Period”) if a majority of the Board of Directors of the Company determines in their reasonable good faith judgment that the registration and distribution of the Registrable Securities covered or to be covered by such Long-Form Registration or Short-Form Registration, as applicable (i) more than two (2) times for each is not in the best interests of the Kibbutz and Tene separatelyCompany, or would have a material adverse effect on the Company or, any proposed or pending financing, acquisition, disposition, merger or other material corporate transaction involving the Company or any of its subsidiaries, (ii) during would require disclosure of any other material corporate development that the Company is not otherwise required to disclose or (iii) the prospectus contained in the Registration Statement of the Long Form Registration or Short-Form Registration contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company will promptly give the Holders written notice of such determination and an approximation of the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), anticipated delay; provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing aggregate number of days included in this subparagraph all Delay Periods during any consecutive twelve (ii12) months shall derogate from not exceed the Company’s obligations under aggregate of (x) ninety (90) days minus (y) the number of days occurring during all Interruption Periods (as defined in Section 5 5(o) hereof, (iii) during the period that is one hundred and eighty such consecutive twelve (18012) days following the effective date of, a Companymonths. Each Holder agrees to cease all public disposition efforts under such Long-initiated registration Form Registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes Short-Form Registration with respect to dispose of Registrable Securities that may be held by such Holder immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If upon receipt of notice of the beginning of any Delay Period. The Company shall furnish provide written notice to such the Holders of the end of each Delay Period. The Company shall not be entitled to initiate a letter signed Delay Period unless it shall concurrently prohibit sales by the Chief Executive Officer other security holders of the Company stating that in the good faith judgment under registration statements covering securities held by such other security holders and sales by executive officers of the Company’s Board Company during such period. The time period for which the Company is required to maintain the effectiveness of Directors a Potential Material Event Long-Form Registration or Short-Form Registration referred to above shall be extended by the aggregate number of days of all Delay Periods and Interruption Periods affecting such Registration, and such period and any extension thereof is hereinafter referred to as the “Effectiveness Period.” (as defined belowe) has occurred Other than securities of Kojaian Ventures L.L.C., Kojaian Holdings, LLC and their respective affiliates and permitted transferees under the Kojaian Registration Rights Agreement (a collectively the “Management LetterKojaian Holders”), the Company’s obligation Company shall not include any securities that are not Registrable Securities in any Registration Statement filed pursuant to use its reasonable best efforts to effect this Section 2 without the prior written consent of Selling Holders holding a Majority of the Registrable Securities covered by such registration under Section 2(c) shall be deferred from Demand Registration. After the date of receipt this Agreement, the Company shall not enter into any agreement granting any person other than the Holders (an “Other Security Holder”) piggyback registration rights that would permit the Company securities of such Other Security Holder (or such Other Security Holder’s successors or assigns) to be included on a Demand Registration filed pursuant to this Section 2 or granting any Other Security Holder piggyback rights to include such Other Security Holder’s securities, in any registration in which the Holders have the right to include Registrable Securities, on a priority basis more favorable to such Other Security Holder than is provided pursuant to the first paragraph of Section 3(b). Other than the Kojaian Registration Rights Agreement, there are no agreements granting any Other Security Holder the right to include securities in any registration pursuant to this Section 2. (f) If (x) (i) the Selling Holders holding a Majority of the Management Letter until Registrable Securities covered by such Holders receive written notice from Registration Statement, or the Majority Holders, as applicable, consent to the Company or any such Other Security Holder (or such Other Security Holder’s successors or assigns) having the right to have Company securities included on a Registration Statement filed pursuant to this Section 2 or (ii) any Kojaian Holder exercises such Kojaian Holder’s rights under the Kojaian Registration Rights Agreement and elects to have such Kojaian Holder’s securities included in a Registration Statement filed pursuant to this Section 2 and (y) the managing underwriter(s) of the offering advise the Company in writing that in their good faith judgment the aggregate amount of securities, including Registrable Securities, of the Company that the Company, all Holders, all Kojaian Holders and all Other Security Holders have requested to be included in such Potential Material Event either has been disclosed registration exceeds the maximum number of securities, including Registrable Securities, that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering, then the Company will include the Registrable Securities and such other securities in the Demand Registration filed pursuant to this Section 2 in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration by the Holders and securities requested to be included in such registration by the Kojaian Holders pro rata among such Holders and Kojaian Holders on the basis of the aggregate amount of securities owned by each such Holder and such Kojaian Holder, (ii) second, if no Registrable Securities requested to be included in such registration by the Holders and no securities requested to be included in such registration by the Kojaian Holders were excluded pursuant to clause (i) of this Section 2(f) and subject to Section 2(e), securities requested to be included in such registration by Other Security Holders (other than Kojaian Holders) pro rata among such Other Security Holders on the basis of the aggregate amount of securities owned by each such Other Security Holders, and (iii) third, the securities the Company proposes to sell; provided, that if such registration contemplates an “over-allotment option” on the part of underwriters, to the public or no longer constitutes a Potential Material Eventextent such over-allotment option is exercised and Holders were excluded from registering any Registrable Securities and/or Kojaian Holders were excluded from registering securities under the Kojaian Registration Rights Agreement pursuant to the priority provisions of this Section 2(f), such period not to exceed sixty (60) days, and any time periods then the over-allotment option shall be exercised first with respect to filing or effectiveness thereof shall such Registrable Securities and securities of such Kojaian Holders and second with respect to securities of Other Security Holders and the Company (subject to Section 2(e), in each case, to the extent of such exclusion). (g) Selling Holders holding a Majority of the Registrable Securities to be tolled correspondingly. A registration will not count as included in a requested registration under Demand Registration pursuant to this Section 2 until may, at any time prior to the registration statement relating effective date of the Demand Registration in respect thereof, revoke such request by providing a written notice to the Company to such registration has been declared effective effect; provided, that any Long-Form Registration shall not be counted towards determining the number of Long-Form Registrations to which the Holders are entitled pursuant to Section 2(a) if the Holders pay the out of pocket expenses incurred by the Commission and the shares have been registered for tradeCompany in connection with such revoked Long-Form Registration.

Demand Registrations. (ai) Following the Closing of the IPO, but subject Subject to the terms and conditions of this Agreement, at any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)time following the Closing Date, a Holder each Purchaser may request that the Company to register under the Securities Act all or any portion of the Registrable Securities held by such HolderPurchaser for sale in the manner specified in such notice, having an anticipated provided that the aggregate offering price, net as such amount is determined on the cover page of Selling Expensesthe Registration Statement, of shall not be less than US$5,000,000$250,000,000. Upon receipt Such request shall specify the intended method of disposition thereof by such requestPurchaser, including whether (A) the registration requested is for an underwritten offering and (B) the Registration Statement covering such Registrable Securities shall be on Form S-3 (subject to Section 9.1(a)(iii)). If the Company is requested to file a registration on Form S-3 and the Company is then ASR Eligible, the Company shall within seven (7use commercially reasonable best efforts to cause the Registration Statement to be an ASRS. In the event that any registration pursuant to this Section 9.1(a) days deliver notice shall be, in whole or in part, an underwritten public offering of such request to all Holders (Common Stock, the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing number of their desire shares of Registrable Securities to be included in such registrationan underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities therein (an “Underwriter Cutback”). Such Purchaser may revoke a request pursuant to this Section 9.1(a)(i) prior to the effective date of the corresponding Registration Statement; provided, that such request shall count as one of such Purchaser’s demand requests referred to in Section 9.1(a)(ii) unless such Purchaser reimburses the Company for all out-of-pocket expenses (including Registration Expenses) incurred by the Company relating to such Registration Statement; provided, further, if such Purchaser revokes a demand pursuant to this Section 9.1(a)(i) within twenty-four (24) hours after notice in writing to such Purchaser of an Underwriter Cutback, (1) such request shall not count as one of its demand requests pursuant to Section 9.1(a)(ii) and (2) such Purchaser will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses. (ii) Following receipt of any notice under this Section 9.1(a), the Company shall use commercially reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from such Purchaser, the number of shares of Registrable Securities specified in such notice. If the request for registration contemplates such method of disposition shall be an underwritten public offering, such Purchaser may designate the Company shall state managing underwriter or co-managing underwriter of such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering offering, subject to the extent provided herein. Subject to the provisions approval of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company which approval shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than unreasonably withheld or delayed. Each Purchaser shall have two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined belowdemand registrations pursuant to this Section 9.1(a), ; provided, however, that the Company shall not be obligated to effect more than one such registration in any one hundred eighty (180)-day period; provided, further, that such obligation shall be deemed satisfied only when a Registration Statement covering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by such Purchaser, shall have become effective and, (A) if such method of disposition is actively employing a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto and (B) in any other case, such Registration Statement shall have remained effective throughout the Effectiveness Period. (iii) From and after the date hereof, the Company shall use its commercially reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effectedqualify under the provisions of the Securities Act, and providedthereafter, further that nothing to continue to qualify at all times, for registration on Form S-3 or any successor thereto. Demand registrations pursuant to this Section 9.1(a) shall be on Form S-3 or any similar short-form Registration Statement, if available. In the event the Company fails to qualify, the Company shall be required to effect demand registrations pursuant to this Section 9.1(a) on Form S-1 or any successor thereto to the same extent as the Company would be required to effect demand registrations on Form S-3. (iv) Notwithstanding anything to the contrary contained in this subparagraph (ii) Agreement, the Company shall derogate from be entitled, by providing written notice to any Purchaser, to require such Purchaser to suspend the Company’s obligations use of the Prospectus for sales of Registrable Securities under Section 5 hereof, (iii) during the Registration Statement for a reasonable period that is of time not to exceed one hundred and twenty (120) consecutive days or one hundred eighty (180) days following in the effective date of, aggregate in any 12-month period (a Company-initiated registration or Company Underwritten Offering, or (iv“Suspension Period”) if the Initiating Holder proposes to dispose Board of Directors of the Company (or the executive committee thereof) determines that such use would (A) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company that would interfere with such transaction or negotiations or (B) otherwise interfere with financing plans, acquisition activities or business activities of the Company, provided, that, if at the time of receipt of such notice such Purchaser shall have sold Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the reason for the Suspension Period is not of a nature that may be immediately registered on Form F-3 pursuant would require a post-effective amendment to a request made pursuant to Section 3 hereof. (c) If the Registration Statement, then the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its commercially reasonable best efforts to effect take such registration action as to eliminate any restriction imposed by federal securities Laws on the timely delivery of such shares. Immediately upon receipt of such notice, such Purchaser shall discontinue the disposition of Registrable Securities under Section 2(c) such Registration Statement and Prospectus relating thereto until such Suspension Period is terminated. The Company agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify such Purchaser of such termination. After the expiration of any Suspension Period and without any further request from such Purchaser, the Company shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Registration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If a Suspension Period occurs during the Effectiveness Period for a Registration Statement, such Effectiveness Period shall be deferred from extended for a number of days equal to the date total number of receipt days during which the distribution of the Management Letter until such Holders receive written notice from Registrable Securities is suspended under this Section 9.1(a)(iv). If the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes notifies any Purchaser of a Potential Material Event, such period not to exceed sixty (60) days, and any time periods Suspension Period with respect to filing or effectiveness thereof a Registration Statement requested pursuant to Section 9.1(a) that has not yet been declared effective, (i) such Purchaser may by notice to the Company withdraw such request without such request counting as one of such Purchaser’s demand requests under Section 9.1(a)(ii) and (ii) such Purchaser will be not obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses. (v) The Company shall be tolled correspondingly. A registration will not count as a requested registration under entitled to include in any Registration Statement referred to in this Section 2 until 9.1(a), for sale in accordance with the registration statement relating method of disposition specified by such Purchaser, shares of Common Stock to such registration has been declared effective be sold by the Commission Company for its own account (to the extent that the inclusion of such shares by the Company shall not adversely affect the offering), and shall not, without the prior consent of such Purchaser, be entitled to include shares held by any persons other than such Purchaser and its Affiliates. The Registrable Securities of such Purchaser shall have been registered priority for tradeinclusion in any firm commitment underwritten offering, ahead of all Registrable Securities held by other holders included in such offering, in any Underwriter Cutback.

Demand Registrations. (a) Following At any time after the Closing first anniversary of the IPOdate of this Agreement, but subject to if the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), Company receives in writing a Holder may request that the Company register effect the registration under the Securities Act of Registrable Securities, of with a minimum aggregate offering price of $20,000,000 (as determined with reference to the number of shares proposed to be sold in such registration multiplied by the average closing price, or if no closing price is available, the mean of the bid and asked prices, over the fifteen trading days preceding the date of such written demand), the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, prepare and file and use commercially reasonable efforts to cause to become effective such registration statement as may be so requested and as would permit or any facilitate the sale and distribution of such portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of as is specified in such request, together with such additional portion of the Registrable Securities of any Holder(s) joining in such request as may be specified in a written request given to the Company shall within seven (7) twenty days deliver notice after receipt of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and from the Company specified in such event Section 1.3(a)(i). (b) If the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public underwriter managing the offering and advises the Holders who have requested inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to that marketing considerations require a limitation on the number of shares offered, such limitation shall be declared effective under the imposed pro rata among such Holders who requested inclusion of Registrable Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause in such registration statement according to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose number of shares of Registrable Securities owned by each. Neither the Company nor any other stockholder may include shares in such registration statement without the consent of Holders of a majority of the Registrable Securities included therein if the underwriter managing such offering advises the Holders who have included Registrable Securities in such registration statement that the inclusion of such additional shares may either limit the number of Registrable Securities which can be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofsold or adversely affect the price at which such Registrable Securities can be sold. (c) If Notwithstanding Section 1.3(b), the Company shall furnish have the right, exercisable by written notice to the initiating Holder(s) within thirty days after receipt of a request to effect a registration under the Securities Act, to include the Company's shares in such registration, in which event such registration shall be deemed to be a Company-initiated registration, and the Holders a letter signed by shall have the Chief Executive Officer right to include their Registrable Securities and shares of Class A Common Stock, as the case may be, therein to the extent permitted under Section 1.2. (d) The Company shall not be obligated to effect more than ten registrations under this Section 1.3. Such registrations shall be on Form S-3 when the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation is eligible to use its reasonable best efforts to effect such that form under SEC rules, but otherwise may be on Form S-1. No registration under Section 2(c) statement initiated by Holders hereunder shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 1.3 unless and until it shall have been declared effective. Any registration requested under this Section 1.3 which shall not become effective solely by reason of the refusal of the Holders participating therein to proceed with the registration shall count as a registration effected under this Section 1.3 unless and until the registration statement relating to such registration has been declared effective by the Commission and the shares Company shall have been registered reimbursed for tradethe Registration Expenses incurred by it in connection therewith.

Demand Registrations. (a) Following the Closing termination of the IPOInitial Lock-Up Term, but subject if a Shelf Registration Statement covering Registrable Securities pursuant to the terms of any “lock-up agreement” entered into Section 7.2 is not effective (other than as permitted in accordance with an underwriter (unless waived by such underwriterthis Section 7), a any Holder may request in writing that the Company register under the Securities Act all or any portion part of the Registrable Securities held by them shall be registered under the Securities Act (a “Demand Registration Request,” and such HolderRegistration Statement, having an anticipated aggregate offering price, net of Selling Expenses, of not less a “Demand Registration Statement”). As promptly as practicable and no later than US$5,000,000. Upon twenty (20) Business Days after receipt of such requestDemand Registration Request, the Company shall within seven (7) days deliver notice of such request to register all Holders (the “Demand Notice”), if any, who shall then Registrable Securities that have seven (7) days to notify the Company in writing of their desire been requested to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such registered in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided hereinDemand Registration Request. Subject to the provisions of Section 3(b) below, the The Company will use its commercially reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty maintain the effectiveness of the Registration Statement filed pursuant to this Section 7.3 from once it is declared effective until the earlier of the date that (60i) days after all of the Registrable Securities have been sold pursuant to such Demand Notice Registration Statement or (subject, however, ii) such Registrable Securities cease to be Registrable Securities. If Form S-3 is available to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each registrations in any twelve (12) month period under this Section 7.3, and if Form S-3 is not available to the Company, the Company shall not be required to effect more than one (1) registration in any twelve (12) month period under this Section 7.3. In addition, notwithstanding the foregoing, the Company shall not have an obligation to file a Demand Registration Statement unless (i) if Form S-3 is available to the Company, the Demand Registration Request relates to Registrable Securities having an expected market value of the Kibbutz at least $30,000,000, and Tene separately, (ii) during the period that if Form S-3 is thirty (30) days before not available to the Company’s good faith estimate , the Demand Registration Request relates to Registrable Securities having an expected market value of at least $75,000,000. Notwithstanding any other provision of this Section 7.3, if the date managing underwriter advises the Holders, as applicable, in writing that marketing factors require a limitation on the dollar amount or the number of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement shares to be filed and to become effective or to cause such Company Underwritten Offering to be effectedunderwritten, and provided, further that nothing in this subparagraph (ii) shall derogate from then the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose amount of Registrable Securities that may proposed to be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed be reduced appropriately; provided that, in any event, all Registrable Securities held by the Chief Executive Officer of the Company stating that Investors and which are requested to be included must be included in the good faith judgment such registration prior to any other shares of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), including shares held by persons other than the Company’s obligation Investors. The Company shall not register securities for sale for its own account in any registration requested pursuant to use its reasonable best efforts this Section 7.3 unless permitted to effect such registration under Section 2(c) shall be deferred from do so by the date of receipt written consent of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradeparticipating Holders.

Demand Registrations. (a) Following At any time after the Closing 180 day period following the effective date of a Registration Statement (as defined below) filed in connection with the IPO, but subject to the terms LLC’s initial public offering of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such requestits equity securities, the Company shall within seven holders of at least twenty percent (720%) days deliver notice of such request to all Holders Registrable Shares (the “Demand NoticeRequesting Holders”)) may request, if anyin writing, who shall then have seven on up to two (72) days to notify separate occasions, that the Company in writing LLC effect a registration on Form S-1 (or any successor form) of their desire to be included in such registrationRegistrable Shares (as defined below) owned by one or more Investors. If the request for Requesting Holders intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the LLC in their request. In the event such registration contemplates an underwritten public offeringis underwritten, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities other Investors to participate in such registration shall be conditioned upon their on such Investors’ participation in such underwritten public offering and underwriting. Upon receipt of any such request from the inclusion Requesting Holders, the LLC shall promptly give written notice of their Registrable Securities in such proposed registration to all other Investors. Such other Investors shall have the underwritten public offering right, by giving written notice to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is LLC within thirty (30) days before after the Company’s LLC provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. All Investors proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the LLC and the Investors holding a majority-in-interest of the Registrable Shares that the Members requested for inclusion in such registration. The LLC shall, at its own expense and as expeditiously as possible, and in any event within ninety (90) days after the date such request is given by the Requesting Holders, file a Form S-1 (or any successor form) for all Registrable Shares that the LLC has been requested to so register. If the underwriter advises the LLC or the holders of Registrable Shares requesting registration hereunder that, in its good faith estimate view, marketing factors require a limitation of the date number of filing Shares to be underwritten, then the Requesting Holders shall so advise all holders of a Company-initiated registration or Company Underwritten Offering Registrable Shares that otherwise would be underwritten pursuant hereto, and the number of Registrable Shares that may be included in the underwriting shall be allocated among such holders of Registrable Shares, including the Requesting Holders, in proportion (as defined below), nearly as practicable) to the number of Registrable Shares owned by each holder or in such other proportion as shall mutually be agreed to by all such selling holders; provided, however, that the Company is actively employing reasonable best efforts number of Registrable Shares held by the holders to cause be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of this Section 14.01(a), a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions this Section 14.01(a), fewer than fifty percent (50%) of Registrable Shares that the Requesting Holders have requested to be included in such registration statement are actually included. (b) At any time after the LLC becomes eligible to be filed and file a Registration Statement on Form S-3 (or any successor form relating to become effective or secondary offerings, hereinafter, “Form S-3”), the Investors will have the right to cause require the LLC to effect Registration Statements on Form S-3 of Registrable Shares having a minimum gross proceeds in each registration on Form S-3 of at least $2,500,000. Upon receipt of any such Company Underwritten Offering request, the LLC shall promptly give written notice of such proposed registration to be effectedall other Investors. Such other Investors shall have the right, by giving written notice to the LLC within thirty (30) days after the LLC provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. Thereupon, the LLC shall, as expeditiously as possible, and provided, further that nothing in this subparagraph any event within forty-five (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (18045) days following after the effective date ofsuch initial request is given, file a Company-initiated registration or Company Underwritten Offering, or (iv) if Form S-3 for all Registrable Shares that the Initiating Holder proposes LLC has been requested to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofso register. (c) If Notwithstanding the Company shall furnish foregoing obligations, if the LLC furnishes to such Holders the Investors requesting a letter registration pursuant to this Section 14.01 a certificate signed by the Chief Executive Officer of the Company LLC’s president stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), it would be materially detrimental to the Company’s obligation to use LLC and its reasonable best efforts to effect members or stockholders for such registration statement to either become effective or remain effective for as long as such registration statement would otherwise be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the LLC; (ii) require premature disclosure of material information that the LLC has a bona fide business purpose for preserving as confidential; or (iii) render the LLC unable to comply with requirements under Section 2(c) the Securities Act or Exchange Act, then the LLC shall be deferred from have the date of receipt of the Management Letter until right to defer taking action with respect to such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) daysfiling, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A , for a period of not more than ninety (90) days after the request of the Investors is given; provided, however, that the LLC may not invoke this right more than once in any twelve (12) month period; and provided further that the LLC shall not register any securities for its own account or that of any other stockholder during such 90-day period other than (A) a registration will relating to the sale of securities to employees of the LLC or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (B) a registration relating to a Securities and Exchange Commission (or such other federal agency at the time administering the Securities Act, the “Commission”) Rule 145 transaction; (C) a registration on any form that does not count include substantially the same information as would be required to be included in a requested registration under this Section 2 until the registration statement relating to such covering the sale of the Registrable Shares; or (D) a registration has been declared effective by in which the Commission and the shares have been only Common Shares being registered for tradeare Common Shares issuable upon conversion of debt securities that are also being registered.

Demand Registrations. (ai) Following The Carlyle Stockholders shall have the Closing right on any six (6) occasions, and the ▇▇▇▇▇▇ Trusts (and their Permitted Designees) shall have the right on any two (2) occasions, to make a written request to the Company for registration with the Commission, under and in accordance with the provisions of the IPOSecurities Act, but subject to of all or part of the terms Common Stock held of any “lock-up agreement” entered into with an underwriter (unless waived record and beneficially by such underwriterStockholder (a “Demand Registration” and the Stockholder exercising such right, the “Demanding Stockholder”), a Holder . The Demanding Stockholder may request that the Company register under such Common Stock on an appropriate form, including a Shelf Registration Statement and, if the Securities Act all or any portion of the Registrable Securities held by such HolderCompany is a WKSI, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000automatic shelf registration statement. Upon Within thirty (30) days after receipt of such requesta request for a Demand Registration, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after relating to such Demand Notice Registration (subject, however, to the Company’s independent auditors providing any required consent), a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Demand Registration Statement to promptly (but in any event within 180 days of receipt of the written request for a Demand Registration) be declared effective under the Securities Act as promptly as practicable after Act; provided that, to the filing thereof. (b) Notwithstanding extent the foregoingCompany will be a WKSI at the time such Demand Registration Statement is filed with the Commission, the Company shall file such Demand Registration Statement within five (5) business days after receipt of a request for a Demand Registration. The Company shall not be required obligated to effect registration pursuant to file a request of a Holder Demand Registration Statement under this Section 2: 7(a) unless the aggregate purchase price of the securities to be included in the requested Demand Registration (determined by reference to the offering price on the cover of the registration statement proposed to be filed) is greater than $25,000,000. (ii) If any Demand Registration is an underwritten registration and the managing underwriter or underwriters determine that the aggregate amount of securities proposed to be sold in such Demand Registration exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, (i) more than two (2) times for each first, the number of securities requested by the Kibbutz Demanding Stockholder to be included in such Demand Registration that, in the opinion of such managing underwriter(s), can be sold and Tene separately, (ii) during second, only if all securities referred to in clause (i) have been included in such Demand Registration, any other securities eligible for inclusion in such Demand Registration. (iii) If the period that is thirty (30) days before the Company’s good faith estimate of the date of filing filing, initial effectiveness or continued use of a Company-initiated registration or Demand Registration Statement at any time would require the Company Underwritten Offering (as defined belowto make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Demanding Stockholder(s), delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company is actively employing reasonable best efforts shall not be permitted to cause such registration statement to be filed and to become effective exercise a Demand Suspension (i) more than once during any twelve (12) month period or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, for a period exceeding thirty (iii) during the period that is one hundred and eighty (18030) days following on any one occasion. In the effective date ofcase of a Demand Suspension, a Company-initiated registration the Stockholders agree to suspend use of the applicable Prospectus in connection with any sale or Company Underwritten Offeringpurchase, or (iv) if the Initiating Holder proposes offer to dispose of sell or purchase, Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”)Common Stock, the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of upon receipt of the Management Letter until notice referred to above. The Company shall immediately notify the Demanding Stockholder(s) upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Demanding Stockholder(s) such Holders receive written notice from numbers of copies of the Prospectus as so amended or supplemented as the Demanding Stockholder(s) may request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement, if required by the registration form used by the Company that such Potential Material Event either has been disclosed to for the public Demand Registration or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until by the registration statement relating instructions applicable to such registration has been declared effective form or by the Commission and Securities Act or the shares have been registered for traderules or regulations promulgated thereunder or as may be requested by the Demanding Stockholder(s).

Demand Registrations. (ai) Following the Closing of the IPO, but subject Subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriterSection 2.1(b), a at any time and from time to time after the date of this Agreement, any Holder may request that shall have the right to require the Company register to file a registration statement under the Securities Act covering all or any a portion of the Registrable Securities held Securities, by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, delivering a written request therefor to the Company shall within seven (7) days deliver notice specifying the number of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire Registrable Securities to be included in such registrationregistration by such Holder and the intended method of distribution thereof. If All such requests by any Holder pursuant to Section 2.1(a)(i) are referred to herein as “Demand Registration Requests,” and the request for registration contemplates an underwritten public offeringregistrations so requested are referred to herein as “Demand Registrations” (with respect to any Demand Registration Request, the Company shall state Holders making such in Demand Registration Request being referred to as the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein“Initiating Holders”). Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as As promptly as practicable, but not no later than sixty (60) ten days after receipt of a Demand Registration Request, the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to all Holders of record. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such Demand Registration (together with the Initiating Holders, the “Participating Holders”) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holders) within 60 days after the receipt by the Company of the Demand Exercise Notice (subjector 30 days if, howeverat the request of the Initiating Holders, the Company states in such Demand Exercise Notice or gives telephonic notice to the Company’s independent auditors providing any required consentall Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form F-3). (iii) The Company shall, as expeditiously as possible but subject to Section 2.1(b), and shall use its commercially reasonable best efforts to cause (x) effect such registration statement to be declared effective under the Securities Act as promptly as practicable after of the filing thereofRegistrable Securities which the Company has been so requested by the Participating Holders to register, for distribution in accordance with such intended method of distribution and (y) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (b) Notwithstanding anything to the foregoingcontrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration statement pursuant to Section 2.1(a)(i) to be filed, or to be declared effective, within 90 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act (excluding any registration on Form F-4 or S-8 (or otherwise in connection with any employee benefits plan) or any “shelf” registration) or, in either case, within any longer period of time, subject to the Company’s compliance with Section 4.7, during which the Company may be restricted from filing or having declared effective a registration statement or the Participating Holders may be restricted from selling any of their Registrable Securities; (ii) if the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (a “Valid Business Reason”), the Company may postpone filing, or may withdraw, or not seek to bring effective, a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than 90 days, in the aggregate, in any period of 365 consecutive days; and the Company shall give notice to the relevant Participating Holders of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; (iii) the Company shall not be required to effect a Demand Registration unless the Registrable Securities to be included in such registration either (A) have an aggregate anticipated offering price of at least $20,000,000 (based on the then-current market price of the Common Stock) or (B) consist of all remaining Registrable Securities held by the relevant Participating Holders. If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) of this Section, the Company shall not, during the period of postponement or withdrawal, register any equity security of the Company, other than pursuant to a registration statement on Form F-4 or S-8 (or otherwise in connection with any employee benefits plan). Each Participating Holder agrees that, upon receiving notice from the Company that the Company has withdrawn any registration statement pursuant to clause (ii) of this Section, it will (x) discontinue its disposition of Registrable Securities pursuant to such registration statement and (y) if so directed by the Company, deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, in its possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the notice notifying the relevant Participating Holders of the postponement or withdrawal), use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to a request the exercise of a Holder under piggyback rights granted by the Company which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Section 2: Agreement (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below“Additional Piggyback Rights”), ; provided, however, that such inclusion shall be permitted only to the Company extent that it is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant and subject to Section 3 hereofthe terms of the underwriting agreement or arrangements, if any, entered into by the relevant Participating Holders. (cd) If With respect to any Demand Registration, the Company Initiating Holders shall furnish have the right to designate the lead managing underwriter in connection with such Holders a letter signed by the Chief Executive Officer of the Company stating registration and each other managing underwriter for such registration, provided that in the good faith judgment of no such managing underwriter shall be reasonably objectionable to the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registrations. (a) Following The Holders shall have the Closing right, commencing on the first anniversary of the IPO, but subject date hereof by written notice (the "Demand Notice") given to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)Company, a Holder may to request that the Company to register under and in accordance with the provisions of the Securities Act all or any portion part of the Registrable Securities held designated by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Holders (a "Demand Registration"). Upon receipt of any such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of Notice from any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) belowHolder, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after notify all other Holders of the receipt of such Demand Notice (subject, however, and allow them the opportunity to include Registrable Securities held by them in the proposed registration by submitting their own Demand Notice. Notwithstanding anything herein to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoingcontrary, the Company shall not be required to effect registration honor a request for a Demand Registration if the Registrable Securities requested by the initiating Holders to be so registered does not constitute at least one million shares (or any lesser number constituting all of the then-remaining shares) of Common Stock (subject to adjustment in the event of any reclassification, recapitalization, stock split, combination or exchange of the Common Stock, or any dividend on the Common Stock payable in stock or other securities). The Holders shall not be entitled to make a Demand Notice prior to six months following the last date the Company is required to keep a previously demanded Registration Statement effective pursuant to a request of a Holder under this Section 2: 2(d) hereof. (ib) more than two Subject to paragraph (2a) times for each above, as soon as practicable, but in any event within 60 days of the Kibbutz date on which the Company first receives a Demand Notice pursuant to Section 2(a) hereof, the Company shall file with the Commission a Registration Statement on the appropriate form for the registration and Tene separatelysale of the total number of Registrable Securities specified in such Demand Notice in accordance with the intended method or methods of distribution specified by the Holders in such Demand Notice. Subject to paragraph (h) below, the Company may include in such registration other securities for sale for its own account or for the account of any other holders of Common Stock (ii"Other Security Holders"). The Company shall use reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as reasonably practicable. (c) Subject to Section 2(d), upon the occurrence of any event that would cause the Registration Statement (A) to contain a material misstatement or omission or (B) to be not effective and usable for resale of Registrable Securities during the period that such Registration Statement is thirty required to be effective and usable, the Company shall file an amendment to the Registration Statement as soon as reasonably practicable, in the case of clause (30A), correcting any such misstatement or omission and, in the case of either clause (A) or (B), use reasonable best efforts to cause such amendment to be declared effective and such Registration Statement to become usable as soon as reasonably practicable thereafter. (d) The Company agrees to use reasonable best efforts to keep any Registration Statement filed pursuant to this Section 2 continuously effective and usable for the sale of Registrable Securities (i) until 180 days before from the Company’s date on which the Commission declares such Registration Statement effective, or (ii) until all the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement, if earlier, in either case as such period may be extended pursuant to this Section 2. Notwithstanding the foregoing, the Company shall have the right to delay the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2, or to suspend the use of any Registration Statement, for a period not in excess of 90 days (a "Delay Period") if any executive officer of the Company determines that in such executive officer's reasonable judgment and good faith estimate the registration and distribution of the date Registrable Securities covered or to be covered by such Registration Statement would materially interfere with any pending financing, acquisition, reorganization or other material transaction involving the Company or any of filing its subsidiaries or would require disclosure of a Company-initiated registration any other material corporate development that the Company is not otherwise required or prepared to disclose. The Company Underwritten Offering (as defined below), will promptly give the Holders written notice of such determination and an approximation of the period of the anticipated delay; provided, however, that the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 180 days minus (y) the number of days occurring during all Interruption Periods (as defined in Section 5(o) hereof) during such consecutive 12 months. Each Holder agrees to cease all public disposition efforts under such Registration Statement with respect to Registrable Securities held by such Holder immediately upon receipt of notice of the beginning of any Delay Period. The Company shall provide written notice to the Holders of the end of each Delay Period. The time period for which the Company is actively employing reasonable best efforts required to cause maintain the effectiveness of a Registration Statement referred to above shall be extended by the aggregate number of days of all Delay Periods and Interruption Periods affecting such Registration, and such period and any extension thereof is hereinafter referred to as the "Effectiveness Period." (e) The Company shall not enter into any agreement granting any Other Security Holder piggyback rights to include such Other Security Holder's securities in any registration statement in which the Holders have the right to include Registrable Securities on a priority basis more favorable to such Other Security Holder than is provided to the Holders pursuant to Section 3(b). (f) Holders of a majority in number of the Registrable Securities to be filed and included in a Demand Registration pursuant to become effective or this Section 2 may, at any time prior to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date ofof the Registration Statement in respect thereof, revoke such request by providing a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes written notice to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders effect; provided, however, that any such revocation shall be counted as a letter signed by the Chief Executive Officer of demand under this section if such revocation occurs after the Company stating that in the good faith judgment of the Company’s Board of Directors has filed a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradestatement.

Demand Registrations. (a) Following Upon written notice by the Closing of the IPO, but subject Trustee to the terms of Company at any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request time and from time to time after the date hereof requesting that the Company register effect the registration under the Securities Act of 1933 (the "Securities Act") of any or all or any portion of the Registrable Securities securities of the Company now or hereafter held by the Trust (or such Holdershares or other securities into which or for which such securities are changed, having an anticipated aggregate offering priceconverted or exchanged upon any reclassification, net share combination, share subdivision, share dividend, share exchange, merger, consolidation or similar transaction or event, together with such shares or other securities received through dividends, reinvestment of Selling Expensesdividends or otherwise) (the "Registrable Securities"), which notice shall specify the intended method(s) of not less than US$5,000,000. Upon receipt disposition of such requestRegistrable Securities, the Company shall within seven (7) days deliver notice use its best efforts to effect the registration under the Securities Act and applicable state securities laws of such request Registrable Securities for disposition in accordance with such intended method(s) of disposition. (b) Notwithstanding any other provision of this Agreement to all Holders the contrary, a registration requested by the Trustee shall not be deemed to have been effected: (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the “Demand Notice”)Securities and Exchange Commission ("SEC") or other governmental agency or court for any reason other than a misrepresentation or an omission by the Trustee and, if anyas a result thereof, who shall then have seven (7) days to notify the Company in writing of their desire Registrable Securities requested to be included registered cannot be completely distributed in accordance with the plan of distribution set forth in the registration statement or (iii) if the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with any such registration. If registration are not satisfied or waived other than by reason of some act or omission by the request for Trustee. (c) In the event that any registration contemplates pursuant to this Section shall involve, in whole or in part, an underwritten public offering, the Company Trustee shall state such in the written notice and in such event have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering and, in connection with each registration, the Trustee may select counsel to represent the Trustee. (d) As to any holder of particular Registrable Securities, such Registrable Securities shall cease to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(bwhen (i) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, with respect to the Company’s independent auditors providing any required consent), and sale by the Trust shall use its reasonable best efforts to cause such registration statement to be have been declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company and such securities shall not be required to effect have been disposed of in accordance with such registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separatelystatement, (ii) during such securities shall have been distributed to the period that is thirty public in accordance with Rule 144 promulgated under the Securities Act (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below"Rule 144"), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the period that is one hundred Company and eighty (180) days following the effective date of, a Company-initiated subsequent disposition of them shall not require registration or Company Underwritten Offering, qualification of them under the Securities Act or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofany state securities or blue sky law then in effect. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registrations. (a) Following Each Holder shall have the Closing of the IPOright, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived this Agreement, to require the Company to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then owned by such underwriter)Holder subject to the requirements and limitations in this Section 2. In order to exercise such right, the Holder (the “Demanding Holder”) must give written notice to the Company (a Holder may request “Demand Notice”) requesting that the Company register under the Securities Act the offer and sale of Registrable Securities (i) having a market value on the date the Demand Notice is received (the “Demand Date”) of at least $50 million based on the then prevailing market price, (ii) representing at least 5% of the outstanding Common Stock (on a fully diluted basis) or (iii) representing all or any portion of the Registrable Securities then held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Holder and its Affiliates. Upon receipt of such requestthe Demand Notice, the Company shall within seven (7i) days deliver notice promptly notify the other Holders of the receipt of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7ii) days to notify prepare and file with the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice Commission as soon as practicable and in such no event later than 90 days after the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering Demand Date a Demand Registration Statement relating to the extent provided herein. Subject to offer and sale of the provisions of Section 3(bApplicable Securities on any available form requested by the Demanding Holder (which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) below, the Company will and (iii) use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable after practicable. The Company shall use reasonable efforts to have each Demand Registration Statement remain effective until the filing thereofearlier of (i) two years (in the case of a shelf Demand Registration Statement) or 90 days (in the case of any other Demand Registration Statement) from the Effective Time of such Registration Statement and (ii) such time as all of the Applicable Securities have been disposed of by the Electing Holders. (b) Notwithstanding The Company shall have the foregoingright to postpone (or, if necessary or advisable, withdraw) the filing, or to delay the effectiveness, of a Registration Statement or offers and sales of Applicable Securities registered under a shelf Demand Registration Statement if the board of directors of the Company shall not determines in good faith that such Registration would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving the Company or any of its Subsidiaries, or would otherwise be required seriously detrimental to effect registration pursuant the Company and its Subsidiaries, taken as a whole, and furnishes to the Electing Holders a request copy of a Holder under this Section 2: (i) more than two (2) times for each resolution of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate board of directors of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), setting forth such determination; provided, however, that the Company is actively employing reasonable best efforts may postpone a Demand Registration or offers and sales of Applicable Securities under a shelf Demand Registration Statement no more than once in any 12 month period and that no single postponement shall exceed 90 days in the aggregate. The Company shall advise the Electing Holders of any such determination as promptly as practicable. (c) Notwithstanding anything in this Section 2, the Company shall not be obligated to cause such registration statement take any action under this Section 2: (i) with respect to more than four non-shelf Demand Registration Statements relating to underwritten offerings which have become effective and which covered all the Registrable Securities requesting to be filed and to become effective or to cause such Company Underwritten Offering to be effectedincluded therein, and provided, further that nothing in this subparagraph or (ii) with respect to more than two shelf Demand Registration Statements which have become and remained effective as required by this Agreement. (d) The Company may include in any registration requested pursuant to Section 2(a) hereof other securities for sale for its own account or for the account of another Person, subject to the following sentence. In connection with an underwritten offering, if the managing underwriter advises the Company and the Electing Holders in writing that in its opinion the number of securities requested to be registered exceeds the maximum number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the “Maximum Number”), the Company shall derogate from include such Maximum Number in such Registration as follows: (i) first, the Company’s obligations under Section 5 hereofApplicable Securities requested to be registered by the Demanding Holder, (ii) second, the Applicable Securities requested to be included by any other Electing Holders, if any, (iii) during third, any securities proposed to be included by the period that is one hundred Company and eighty (180iv) days following fourth, any other securities requested to be included in such Registration. For purposes of this Agreement, an “underwritten offering” shall be an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors. (e) The Demanding Holder shall have the right to withdraw its Demand Notice (in which case such Demand Notice shall be deemed never to have been given for purposes of Section 2(a)) (i) at any time prior to the time the Demand Registration Statement has been declared or becomes effective if the Demanding Holder reimburses the Company for the reasonable out-of-pocket expenses incurred by it prior to such withdrawal in effecting such Registration, (ii) upon the issuance by the Commission or any court or other governmental agency or authority of a stop order, injunction or other order which prohibits or interferes with such Registration, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than as a result of default by the Demanding Holder, (iv) there has been a material adverse change in market conditions or in the Company’s business, financial condition, results of operations or prospects since the date of, a Company-initiated registration or Company Underwritten Offeringof such Demand Notice, or (ivv) if the Initiating Holder proposes to dispose Company exercises any of Registrable Securities that may be immediately registered on Form F-3 its rights under Section 2(b) of this Agreement. If the Holders withdraw a Demand Notice pursuant to a request made this Section 2(e) and the Company nevertheless decides to continue with the Registration as to securities other than the Applicable Securities, then the Holders shall be entitled to participate in such Registration pursuant to Section 3 hereof, but in such case the Intended Offering Notice must be given to the Holders at least 10 business days prior to the anticipated filing date of the Registration Statement and the Holders shall be required to give the Piggyback Notice no later than five business days after the Company’s delivery of such Intended Offering Notice. (cf) If any Registration pursuant to this Section 2 shall relate to an underwritten offering, the Company Demanding Holder shall furnish to such Holders a letter signed by select the Chief Executive Officer of managing underwriter or underwriters with the Company stating that in the good faith judgment consent of the Company’s Board , which consent shall not be unreasonably withheld or delayed, and the right of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation any other Holder to use its reasonable best efforts to effect such registration under Section 2(c) participate therein shall be deferred from conditioned upon such Holder’s participation in the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, underwriting agreements and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under arrangements required by this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradeAgreement.

Demand Registrations. (ai) Following the Closing date of the IPO, but subject to Completion (the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriterFiling Date”), a Holder may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”)shall, if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicablepracticable thereafter, but not later in no event more than sixty (60) calendar days after the Filing Date, prepare and file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act (such Demand Notice (subjectregistration statement, however, to a “Shelf Registration Statement”) covering the Company’s independent auditors providing any required consent), resale of all the Registrable Securities on a delayed or continuous basis and shall use its reasonable best efforts to cause have such registration statement to be Shelf Registration Statement declared effective under as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) Business Day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Shelf Registration Statement shall provide for all legally permitted methods or combinations of methods of disposition thereunder of Registrable Securities, including firm commitment underwritten public offerings, bought deals, block trades, sales in connection with hedging transactions, direct sales, transactions on an agency basis, open market sales, and purchases or sales by brokers. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep the Shelf Registration Statement continuously effective and available for use in accordance with the terms hereof to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until this Agreement terminates in accordance with its terms. In the event the Company files a Shelf Registration Statement on Form F-1 (or Form S-1), the Company shall use its reasonable best efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form F-3 (or Form S-3) as promptly as practicable after the filing thereofCompany is eligible to use Form F-3 (or Form S-3). (bii) Subject to this Section 2.1(a)(ii), Section 2.1(c), Section 2.3 and the provisions below with respect to the Minimum Threshold, following the expiration of the Lock-Up Restrictions applicable to each Holder, such Holder shall have the right at any time and from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement (the “Shelf Underwriting”) by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (a “Shelf Underwriting Request”). With respect to any Shelf Underwriting Request, the Holder or Holders making such request shall be referred to as the “Shelf Underwriting Initiating Holders”. Notwithstanding the foregoingabove, subject to Section 4.7, Shelf Underwriting Requests must be delivered by the Company shall not be required to effect registration pursuant to a request applicable Primary Holder on behalf of a Holder under this Section 2: (i) more any member of the Pfizer Shareholder Group or the GSK Shareholder Group, as applicable. As promptly as practicable, but no later than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing Business Days after receipt of a Company-initiated registration or Company Underwritten Offering (as defined below)Shelf Underwriting Request, provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Participating Holder of Shelf Registrable Securities which shall have made a letter signed written request through the applicable Primary Holder to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Participating Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt by the Chief Executive Officer Company of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”Shelf Underwriting Request), the Company’s obligation but subject to Section 2.1(c), use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Shelf Underwriting Initiating Holder or any other Participating Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration under statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language reasonably deemed necessary or advisable by the Shelf Underwriting Initiating Holders or any other Participating Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to the contrary in this Section 2(c2.1(a)(ii), each Shelf Underwriting must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Participating Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Primary Holder who delivered the Shelf Underwriting Request on behalf of the Shelf Underwriting Initiating Holders and the other Primary Holder on behalf of the other Participating Holders, if applicable, shall cooperate with each other in selecting the underwriter(s), bookrunner(s) and/or other adviser(s) to manage and execute any such Shelf Underwriting (including an Underwritten Block Trade) on the best overall terms and conditions (the “Financial Intermediaries”); provided that if the Primary Holder who delivered the Shelf Underwriting Request on behalf of the Shelf Underwriting Initiating Holders and the other Primary Holder on behalf of the other Participating Holders do not agree upon the selection of the Financial Intermediaries, each Primary Holder shall be entitled to select one Financial Intermediary; provided further that, if the other Participating Holders (for the avoidance of doubt, excluding the Shelf Underwriting Initiating Holders) are selling Registrable Securities pursuant to the relevant Shelf Underwriting that represent in aggregate less than fifteen percent (15%) of the aggregate Registrable Securities being sold pursuant to that Shelf Underwriting, the Primary Holder who delivered the Shelf Underwriting Request on behalf of the Shelf Underwriting Initiating Holders shall be entitled to select, at its sole discretion, all of the Financial Intermediaries. Where a provision in this Agreement refers to a requirement, request and/or advice of the Financial Intermediaries, such requirement, request and/or advice shall reference a single request from the Financial Intermediaries acting as a group, delivered by the designated lead underwriter. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, an “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Shelf Underwriting Initiating Holder only needs to notify the Company of the Underwritten Block Trade five (5) Business Days prior to the day such offering is to commence, and the Company shall not be required to give notice thereof to other Holders or permit their participation therein unless the Company determines it is reasonably practicable to do so. The Primary Holders, on behalf of themselves or other Holders, shall be entitled to request (and the Company shall be required to effect) an unlimited number of Shelf Underwritings. (i) If at any time after the expiration of the Lock-Up Restrictions and the Completion, a Shelf Registration Statement as required by Section 2.1(a) is not available for use by the Holders (a “Demand Registration Period”), subject to this Section 2.1(b), and Sections 2.1(c) and 2.3 and the provisions below with respect to the Minimum Threshold, at any time and from time to time during such Demand Registration Period, each Holder (or Holders) shall have the right to require the Company to prepare and file one or more registration statements under the Securities Act (such registration statement, a “Demand Registration Statement”) covering all or any part of its Registrable Securities by delivering through the applicable Primary Holder, a written request therefor to the Company specifying the number of Registrable Securities to be deferred from included in such registration and the date intended method of receipt distribution thereof. Any such request by any Holder or Holders pursuant to this Section 2.1(b)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such demand for registration being referred to as the “Initiating Holders”). The Primary Holders, on behalf of themselves or other Holders, shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations. The Company shall give written notice of such Demand Registration Request to each of the Management Letter until such Holders receive of record of Registrable Securities in accordance with Section 2.2, and, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Participating Holder of Registrable Securities which shall have made a written notice from request to the Company that for inclusion in such Potential Material Event either has been disclosed registration pursuant to Section 2.2. Notwithstanding anything to the public contrary in this Section 2.1(b)(i), each Demand Registration must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the Registrable Securities included in such Demand Registration by all Participating Holders). In connection with any Demand Registration, the Primary Holder that delivered the Demand Registration Request shall have the right to designate the Financial Intermediaries in connection with any underwritten offering pursuant to such registration, subject to the provisions for agreeing upon the Financial Intermediaries as set out in Section 2.1(a)(ii) above where there are other Participating Holders, which shall be deemed to apply to such a Demand Registration mutatis mutandis. (ii) The Company shall, as promptly as practicable, but subject to Section 2.1(c), use its reasonable best efforts to (x) file or confidentially submit with the SEC (no longer constitutes a Potential Material Event, such period not to exceed later than (A) sixty (60) daysdays from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form F-1 (or Form S-1) or similar long-form registration or (B) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form F-3 (or Form S-3) or any similar short-form registration), (y) cause to be declared effective as soon as reasonably practicable such Demand Registration Statement under the Securities Act that includes the Registrable Securities which the Company has been so requested to register for distribution in accordance with the intended method of distribution, and (z) if requested by the Initiating Holders, obtain acceleration of the effective date of the Demand Registration Statement relating to such registration. (c) (i) Notwithstanding anything to the contrary in Section 2.1(a) or Section 2.1(b), the Shelf Underwriting and Demand Registration rights granted in Section 2.1(a) and Section 2.1(b) are subject to the following limitations: (x) the Company shall not be required to cause a Demand Registration Statement filed pursuant to Section 2.1(b) to be declared effective within a period of ninety (90) days after the effective date of any other Demand Registration Statement of the Company filed pursuant to Section 2.1(b) (unless such Demand Registration Statement is withdrawn or suspended prior to the sale of the Registrable Securities registered thereunder); (y) subject to clause (z) in this Section 2.1(c), if the Board, in its good faith judgment after consultation with independent outside counsel to the Company, determines that any registration of Registrable Securities or Shelf Underwriting should not be made or continued because it would require the Company to disclose material non-public information which (A) would be required to be made in the registration statement filed with the SEC so that such registration statement would not be materially misleading, (B) would not be required to be made at such time periods but for the filing, effectiveness or continued use of such registration statement, and (C) the Company disclosing publicly would materially and adversely interfere with respect to any material financing, acquisition, merger, share exchange or other material transaction involving the Company (a “Valid Business Reason”), then (1) the Company may postpone filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as confidentially submitting a requested registration under this Section 2 until the registration statement relating to a Demand Registration Request or a prospectus supplement relating to a Shelf Underwriting Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than sixty (60) days after the date the Board determines a Valid Business Reason exists or (2) if a Shelf Registration Statement, or a registration statement relating to a Demand Registration Request has been filed or confidentially submitted or a prospectus supplement has been filed relating to a Shelf Underwriting Request, the Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary to avoid interference with any of the transactions or events described above, cause such registration has been declared statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement (and consequentially suspend its use) until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than sixty (60) days after the date the Board determines a Valid Business Reason exists (such period of postponement, withdrawal, suspension or termination pursuant to this Section 2.3(c)(i), a “Postponement Period”, and any postponement, withdrawal, suspension or termination made in reliance on this clause (y) or clause (z) of this Section 2.1(c), a “Postponement”); and (z) if the Board, in its good faith judgment and in consultation with independent outside counsel to the Company, determines that it is required to file a post-effective amendment to any registration statement filed in accordance with this Agreement for the purpose of meeting the requirements of section 10(a)(3) of the Securities Act or Item 512(a)(4) of Regulation S-K, it shall be entitled to effect a Postponement for a duration not exceeding fifteen (15) days after the date the Board determines it is required to file a post-effective amendment in accordance with this clause (the “PEA Postponement Period”) without prejudice to the Company’s obligations under Section 2.1(a)(i), Section 2.4(b), Section 2.4(e) and Section 2.4(aa), provided that if the PEA Postponement Period lapses before the SEC declares such registration statement, as amended, effective, the duration between the lapse of the PEA Postponement Period and the declaration of effectiveness of the registration statement will be counted toward the duration of the Postponement Period. The Company shall give written notice to the Participating Holders of its determination to exercise a Postponement and of the fact that the Valid Business Reason for such Postponement no longer exists, together with a certificate of such determination signed by the Commission and Chief Executive Officer or Chief Financial Officer of the shares have been registered for trade.Company, in each c

Demand Registrations. The Company shall not be deemed to have effected a Demand Registration unless and until the Demand Registration Statement is declared effective and remains in effect until the earlier of (ai) Following the Closing completion of the IPOdistribution pursuant thereto and (ii) such period of time, but subject to not exceeding two years, as requested by a majority of the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), Participating Holders. In the event that a Holder may request that the Company register Demand Registration is requested under the Securities Act all or any portion this Section and Holders of the Registrable Securities held Common Shares requesting such Demand Registration later determine not to sell any of their Registrable Common Shares in connection with the Demand Registration requested, then prompt notice shall be given by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Holders to the Company that the registration requested is no longer required and that the request is thereby withdrawn. Upon receipt of such requestnotice, the Company shall within seven (7) days deliver notice of such request to cease all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a secure registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts take all action necessary and reasonably practicable to cause such registration statement to be declared effective under prevent the Securities Act as promptly as practicable after commencement of effectiveness for any Demand Registration Statement that it is preparing or has prepared in connection with the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), withdrawn request; provided, however, that such registration shall be deemed a Demand Registration for purposes of Section 2.2(b), above, unless the (i) withdrawing Holders shall have paid or reimbursed the Company is actively employing for all of the reasonable best efforts to cause out-of-pocket fees and expenses incurred by the Company in connection with the registration of such registration statement to be filed and to become effective withdrawn Registrable Common Shares or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) two previous such withdrawals have occurred. No Demand Registration shall derogate from the Company’s obligations under Section 5 hereof, be deemed to have been effected if (iiii) during the period that Demand Period such registration is one hundred and eighty (180) days following interfered with by any stop order, injunction or other order or requirement of the effective date of, a Company-initiated registration Commission or Company Underwritten Offering, other governmental agency or court or (ivii) the conditions to closing specified in the underwriting agreement, if the Initiating Holder proposes to dispose any, entered into in connection with such registration are not satisfied by reason of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed wrongful act, misrepresentation or breach of an applicable underwriting agreement by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registrations. (a) Following At any time following the Closing Effective Time, to and including the date on which the Stockholder shall have received a written opinion of the IPO, but subject legal counsel reasonably satisfactory to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request Stockholder and the Company and addressed to the Company and the Stockholder stating that the Stockholder Company register Shares may be publicly offered for sale in the United States by the Stockholder without restriction as to manner of sale and amount of securities sold and without registration under the Securities Act all or any portion of the Registrable Securities held by (such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such requestperiod, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”"DEMAND PERIOD"), if any, who the Stockholder shall then have seven (7) days the right on two occasions to notify require the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as under the Securities Act in respect of all or a portion of the Stockholder Company Shares held by it. As promptly as practicable, but not in no event later than sixty (60) 60 days after the Company receives a written request from the Stockholder demanding that the Company so register the number of Stockholder Company Shares specified in such Demand Notice (subjectrequest, howeverwhich number shall not be less than the Minimum Number, to the Company’s independent auditors providing any required consent), Company shall file with the Commission and shall thereafter use its reasonable best efforts to cause such registration statement to be declared effective under promptly a registration statement (a "DEMAND REGISTRATION") providing for the Securities Act registration of such number of Stockholder Company Shares as promptly as practicable after the filing thereofStockholder shall have demanded be registered. (b) Notwithstanding Anything in this Agreement to the foregoingcontrary notwithstanding, the Company shall not be required to file or otherwise effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) any Demand Registration during the period that is thirty between the 16th day of each of March, June, September and December and 48 hours following public release by the Company (30) days before the Company’s good faith estimate of the date of filing by means of a Companypress release, 10-initiated registration Q filing or Company Underwritten Offering (as defined below)other public announcement) of its earnings for the quarter in which such 16th day occurs. In addition, providedanything in this Agreement to the contrary notwithstanding, however, that the Company is actively employing reasonable best efforts shall be entitled to cause such registration statement to be filed postpone and to become effective delay the filing or to cause such Company Underwritten Offering to be effectedeffectiveness of a Demand Registration and, and providedfollowing the effectiveness of any Demand Registration, further that nothing in this subparagraph (ii) shall derogate from may suspend the Company’s performance of its obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods 3.04 with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until such Demand Registration (the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade."SECTION 3.04

Demand Registrations. (ai) Following As soon as practicable but no later than forty-five (45) calendar days following the Closing closing of the IPO, but subject to Merger (the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriterFiling Date”), a Holder may request that the Company register shall prepare and file with (or confidentially submit to) the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or any portion continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities held included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3. The Company shall, if requested by such a Holder, having (i) cause the removal of any restrictive legend related to compliance with the federal securities laws set forth on the Registrable Securities, (ii) cause its legal counsel to deliver an anticipated aggregate offering priceopinion, net if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that removal of Selling Expensessuch legends in such circumstances may be effected in compliance under the Securities Act, of not less than US$5,000,000. Upon receipt and (iii) issue Registrable Securities without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust Company, at the Holder’s option, within two (2) Business Days of such request, if (A) the Registrable Securities are registered for resale under the Securities Act, and the Holder has sold or proposes to sell such Registrable Securities pursuant to such registration, (B) the Registrable Securities may be sold by the Holder without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions and without the requirement for the Company shall within seven to be in compliance with the current public information required under Rule 144(c)(2) (7) days deliver notice of such request to all Holders (the “Demand Notice”or Rule 144(i)(2), if anyapplicable), who or (C) the Holder has sold or transferred, or proposes to sell or transfer within five (5) Business Days of such request, Registrable Securities pursuant to the Registration Statement or in compliance with Rule 144. The Company’s obligation to remove legends under this Section 2.1(a)(i) may be conditioned upon the Holder providing such representations and documentation as are reasonably necessary and customarily required in connection with the removal of restrictive legends related to compliance with the federal securities laws. (ii) Subject to Section 2.1(c), each LLR Investor and each Founder Investor shall then have seven the unlimited right at any time and from time to time to elect to sell all or any part (7subject to the Minimum Threshold) days of its and its Affiliates’ Registrable Securities pursuant to notify an underwritten offering pursuant to the Shelf Registration Statement by delivering a written request therefor to the Company in writing specifying the number of their desire Registrable Securities to be included in such registrationregistration and the intended method of distribution thereof. If The LLR Investor(s) or Founder Investor(s) shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the LLR Investor or Founder Investor desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). With respect to any Shelf Underwriting Request, the LLR Investor(s) or Founder Investor(s) making such demand for registration contemplates an underwritten public offeringshall be referred to as the “Shelf Underwriting Initiating Holders”. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall state such in the give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in such any event within fifteen (15) Business Days after the right receipt of any holder of Registrable Securities a Shelf Underwriting Request), but subject to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below2.1(b), the Company will use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Shelf Underwriting Initiating Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Shelf Underwriting Initiating Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Shelf Underwriting Initiating Holders may request, and the Company shall be required to facilitate, subject to Section 2.1(b), an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2.1(a)(ii), each Shelf Underwriting must include, in the aggregate, Registrable Securities having an aggregate market value of at least the lesser of (a) the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting) and (b) the market value of the Shelf Underwriting Initiating Holders’ remaining Registrable Securities, provided that such market value is at least $5.0 million. In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Shelf Underwriting Initiating Holders shall have the right to designate the Manager and each other managing underwriter in connection with any such Shelf Underwriting or Underwritten Block Trade; provided that in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed. (iii) Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already effective Shelf Registration Statement), then notwithstanding the foregoing time periods, such Shelf Underwriting Initiating Holder only needs to notify (x) the Company and (y) the LLR Investor(s) or the Founder Investor(s) (whichever is not the Shelf Underwriting Initiating Holder) of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence, and the Holders of record of other Registrable Securities (other than the LLR Investor(s) or the Founder Investor(s)) shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Shelf Underwriting Initiating Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. (i) At any time that a Shelf Registration Statement provided for in Section 2.1(a) is not available for use by the Holders following such Shelf Registration Statement being declared effective by the SEC (a “Demand Registration Period”), subject to this Section 2.1(b) and Sections 2.1(c) and 2.3, at any time and from time to time during such Demand Registration Period, each LLR Investor and each Founder Investor shall have the right to require the Company to effect one or more registration statements under the Securities Act covering all or any part (subject to the Minimum Threshold) of its and its Affiliates’ Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by any LLR Investor or Founder Investor pursuant to this Section 2.1(b)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the LLR Investor(s) or Founder Investor(s) making such demand for registration being referred to as the “Initiating Holders”). Subject to Section 2.1(c), the LLR Investors and Founder Investors shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations. The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities as promptly as practicablepracticable but no later than two (2) Business Days after receipt of the Demand Registration Request. The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Section 2.2 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within five (5) days following the receipt of any such Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but not later than sixty (60) days after such Demand Notice (subject, however, subject to the Company’s independent auditors providing any required consentSection 2.1(c), and shall use its reasonable best efforts to (x) file or confidentially submit with the SEC (no later than (A) sixty (60) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration and or (B) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or any similar short-form registration), (y) cause such registration statement to be declared effective as soon as reasonably practicable such registration statement under the Securities Act as promptly as practicable after that includes the filing thereofRegistrable Securities which the Company has been so requested to register, for distribution in accordance with the intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “Partner Distribution”) and (z) if requested by the Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (bc) Notwithstanding anything to the foregoingcontrary in Section 2.1(a) or Section 2.1(b), the Shelf Underwriting and Demand Registration rights granted in Section 2.1 (a) and 2.1(b) are subject to the following limitations: (i) the Company shall not be required to cause a registration statement filed pursuant to Section 2.1(b) to be declared effective within a period of ninety (90) days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act (other than a Form S-▇, ▇▇▇▇ ▇-▇ or a comparable form or an equivalent registration form then in effect); (ii) the Company shall not be required to effect more than four (4) Demand Registrations on Form S-1 or any similar long-form registration pursuant to a statement at the request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz LLR Investors and Tene separatelythe Founder Investors (it being understood that if a single Demand Registration Request is delivered by more than one LLR Investor or Founder Investor, (ii) during as applicable, the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined belowrequested by such Demand Registration Request shall constitute only one Demand Registration), ; provided, however, that the Company is actively employing reasonable best efforts LLR Investors and the Founder Investors shall be entitled to cause such registration statement to be filed and to become effective request an unlimited number of Demand Registrations on Form S-3 or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, any similar short-form registration; (iii) during each registration in respect of a Demand Registration Request made by any Initiating Holder and each Shelf Underwriting Request made by a Shelf Underwriting Initiating Holder must include, in the period that is one hundred and eighty aggregate, Registrable Securities having an aggregate market value of at least the lesser of (180a) days following the effective date of, a Company-initiated Minimum Threshold (based on the Registrable Securities included in such registration or Company Underwritten OfferingShelf Underwriting by all Holders participating in such registration) and (b) the market value of the Initiating Holder’s remaining Registrable Securities, or provided that such market value is at least $5.0 million; and (iv) if the Initiating Holder proposes to dispose Board, in its good faith judgment, determines that any registration of Registrable Securities or Shelf Underwriting should not be made or continued because it would materially and adversely interfere with any existing or potential financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the Company or any of its subsidiaries or would otherwise result in the public disclosure of information that the Board in good faith has a bona fide business purpose for keeping confidential (a “Valid Business Reason”), then (x) the Company may be immediately registered on Form F-3 pursuant postpone filing or confidentially submitting a registration statement relating to a request made pursuant Demand Registration Request or a prospectus supplement relating to Section 3 hereof. a Shelf Underwriting Request until five (c5) If Business Days after such Valid Business Reason no longer exists, but in no event for more than forty five (45) days after the date the Board determines a Valid Business Reason exists or (y) if a registration statement has been filed or confidentially submitted relating to a Demand Registration Request or a prospectus supplement has been filed relating to a Shelf Underwriting Request, if the Valid Business Reason has not resulted in whole or in part from actions taken or omitted to be taken by the Company shall furnish to such Holders a letter signed by (other than actions taken or omitted with the Chief Executive Officer consent of the Initiating Holder (not to be unreasonably withheld or delayed)), the Company stating that may, to the extent determined in the good faith judgment of the Company’s Board to be reasonably necessary to avoid interference with any of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”)the transactions described above, suspend use of or, if required by the Company’s obligation to use its reasonable best efforts to effect SEC, cause such registration under Section 2(c) shall statement to be deferred from the date of receipt of the Management Letter until withdrawn and its effectiveness terminated or may postpone amending or supplementing such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to until five (5) Business Days after such registration has been declared effective by the Commission and the shares have been registered for trade.Valid Business Reason no

Demand Registrations. (ai) Following At any time from and after the Closing Effective Date, upon the written demand of the IPOHH, but subject to the terms of any ▇▇▇▇▇▇▇▇▇ or Tower Three (each, a “lock-up agreement” entered into with an underwriter (unless waived by such underwriterDemand Holder”), a Holder may request that the Company register shall use its commercially reasonable efforts to effect as expeditiously as possible, the registration (a “Demand Registration”) under the Securities Act of (i) all or any portion of the Registrable Securities held by such HolderDemand Holder that are requested to be registered in the initial written demand and (ii) any additional Registrable Securities requested to be registered by any Holders who elect to include Registrable Securities in such Demand Registration in a written notice or notices given within ten (10) days after the date the Demand Registration Notice (as defined below) is given by the Company (together with the Registrable Securities described in clause (i), having an anticipated aggregate offering price, net the “Included Securities”). Promptly (but in no event later than five Business Days) after the receipt by the Company of Selling Expenses, any written demand pursuant to clause (i) of not less than US$5,000,000. Upon receipt of such requestthe immediately preceding sentence, the Company shall within seven (7) days deliver will give written notice of such request demand to all Holders of Registrable Securities (the “Demand Registration Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the The Company shall state such in effect the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act of the Included Securities as promptly expeditiously as practicable after possible and use its commercially reasonable efforts to have such registration become and remain effective. The Company shall have the filing thereofright to select the underwriters for a Demand Registration that is to be an underwritten offering, subject to the reasonable approval of ▇▇▇▇▇▇▇▇▇ and Tower Three. (bii) Notwithstanding the foregoingSection 3.01(a)(i), the Company shall not be required to effect more than three Demand Registrations from each of ▇▇▇▇▇▇▇▇▇ and Tower Three (including through a demand by HH) (or more than six Demand Registrations from the Demand Holders in the aggregate); provided, that the Demand Holders shall be entitled to unlimited additional Demand Registrations if such additional Demand Registrations would be eligible for registration on Form S-3; provided, further, that the Company shall not be required to effect more than two such Demand Registrations on Form S-3 in any twelve month period. (iii) Any registration initiated pursuant to Section 3.01(a)(i) shall not count as a request of a Holder under this Section 2: Demand Registration (i) more than two (2) times unless and until a registration statement with respect to all Registrable Securities to be sold in connection therewith shall have become effective and remained effective for each a period of 120 days or, if a shorter time, until all of the Kibbutz and Tene separatelyIncluded Securities shall have been sold, (ii) during if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental authority for any reason not attributable to the Holders of Included Securities, such that no sales are possible thereunder for a period of ten consecutive days or more, (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Holders of Included Securities or (iv) if, due to the provisions of Section 3.01(a)(iv), the Demand Holder demanding such Demand Registration is prohibited from registering 30% or more of its Registrable Securities requested to be registered in the initial written demand. (iv) If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that is thirty (30) days before the Company’s in their good faith estimate judgment the number of securities to be included in a Demand Registration exceeds the number that can be sold in the offering in light of marketing factors or because the sale of a greater number would adversely affect the price of the date Registrable Securities to be sold in such Demand Registration, then the total number of filing securities the underwriters advise can be included in such Demand Registration shall be allocated (i) first, to the Holders of a Company-initiated registration or the Included Securities, pro rata; (ii) second, to the Company Underwritten Offering for any securities that the Company proposes to issue and sell for its own account; and (as defined below)iii) third, provided, however, to other persons that the Company is actively employing reasonable best efforts obligated to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 register pursuant to a request made pursuant to Section 3 hereofother contractual arrangements, pro rata. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registrations. Upon request from Holders of fifty percent (a50%) Following the Closing of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, then outstanding that the Company file a registration statement (a “Demand Registration Statement”) with respect to at least the Minimum Amount then the Company shall (x) within seven ten (710) days deliver notice of after the date such request to all Holders is given, give written notice thereof (the “Demand Notice”)) to all Holders other than the Initiating Holders; and (y) as soon as practicable, if any, who shall then have seven and in any event within thirty (730) days after the date such request is delivered to notify the Company by the Initiating Holders, file a Demand Registration Statement under the Securities Act (which shall be on Form S-3, unless the Company is not then eligible to use a Form S-3 for the Shelf Registration, in writing of their desire which case such Demand Registration Statement shall be on Form S-1) covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration. If the request for registration contemplates an underwritten public offeringby any other Holders, as specified by notice given by each such Holder to the Company shall state within twenty (20) days of the date the Demand Notice is delivered to such in the written notice Holder (a “Demand Filing Deadline”) and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement Demand Registration Statement to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly soon as practicable after the filing thereof. , but in no event later than the date that is the earlier of (bi) Notwithstanding in the foregoingevent that such Demand Registration Statement (x) is not subject to a review by the SEC, thirty (30) calendar days after the earlier of (A) the applicable Demand Filing Deadline and (B) the date such Demand Registration Statement was filed with the SEC and (y) is subject to a review by the SEC, sixty (60) calendar days after the earlier of (A) the applicable Demand Filings Deadline and (B) the date such Demand Registration Statement was filed with the SEC and (ii) five (5) Business Days after the date the Company receives written notification from the SEC that such Demand Registration(s) will not be reviewed (a “Demand Effectiveness Deadline”), and in each case, subject to the limitations of Section 2.1(e) (a “Demand Registration”). The Company shall not be required obligated to effect effect, or to take any action to effect, any registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii2.1(i) during the period that is thirty sixty (3060) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effectedof, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period ending on a date that is one hundred and eighty ninety (18090) days following after the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that registration. All provisions set forth in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods this Agreement with respect to filing or effectiveness thereof Shelf Registration Statements shall apply, mutatis, mutandis, to the Demand Registration Statements required to be tolled correspondingly. A registration will not count as a requested registration under filed hereunder (except to the extent expressly set forth in this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade2.1(i)).

Demand Registrations. (a) Following At any time after the Closing expiration of the IPO, period during which the lead managing underwriter of the Qualified IPO shall have prohibited the Company from effecting any other public sale or distribution of securities (but subject to in no event more than 180 days after the terms effective date of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriterthe registration statement), Founder and GS (each, a Holder “Demanding Stockholder”) may each make a written request that to register, and the Company register shall effect the registration under the Securities Act of, any or all or any portion of the Registrable Securities held by such HolderDemanding Stockholder, having an anticipated aggregate offering pricethe other Founder Stockholders (if Founder is the Demanding Stockholder) or GS Stockholders (if GS is the Demanding Stockholder), net of Selling Expensesand their Permitted Transferees (such registration, of not less than US$5,000,000. Upon receipt of such requesta “Demand Registration”); provided, that the Company shall within seven (7) days deliver notice not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire Registrable Securities requested to be included in such registration. If the request for registration contemplates an underwritten public offeringDemand Registration equals or exceeds $20 million; provided, further, that the Company shall state not be obligated to effect (i) more than two Demand Registrations at the request of Founder and (ii) more than five Demand Registrations at the request of GS. (b) No Demand Registration shall be deemed to have occurred for purposes of this Section 2.3 if the registration statement relating thereto (i) does not become effective, or (ii) is not maintained for at least 180 days after the effective date thereof or such in the written notice and shorter period during which all Registrable Securities included in such event registration statement have actually been sold (provided, that such period shall be extended for a period of time equal to the right of any period the holder of Registrable Securities to participate refrains from selling any securities included in such registration shall be conditioned upon their participation in such underwritten public offering and statement at the inclusion request of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject Company or any underwriter pursuant to the provisions of this Agreement). (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such Registrable Securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering such that the shares will be sold below an acceptable price to the Demanding Stockholder (including securities proposed to be included by other holders of securities entitled to include securities in such registration statement pursuant to Section 3(b2.2), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated in accordance with Section 2.2(b). (d) below, To the extent the Company will is eligible to file a registration statement on Form S-3 or is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time any Demand Registration request is submitted to the Company, such Demanding Stockholder shall have the right to further request pursuant to such Demand Registration that the Company file a shelf registration statement (a “Shelf Registration Statement”) on Form S-3, and the Company shall file a Shelf Registration Statement that covers those Registrable Securities that are requested to be registered pursuant to Section 2.3(a). The Company shall use its reasonable best efforts (i) to remain eligible to file a registration statement on Form S-3 and, as promptly applicable, (ii) to remain a WKSI (and not become an ineligible issuer (as practicabledefined in Rule 405 under the Securities Act)) during the period during which such Shelf Registration Statement is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the Shelf Registration Statement is filed, but the Company agrees to pay such fee at such time or times as the Registrable Securities are to be sold. If the Shelf Registration Statement has been outstanding for at least three years, at the end of the third year the Company shall re-file a new Shelf Registration Statement covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not later than sixty (60) days after such Demand Notice (subjecta WKSI, however, to the Company’s independent auditors providing any required consent), and Company shall use its reasonable best efforts to cause maintain an effective registration statement during the period during which such registration statement is required to be declared kept effective, including filing post-effective amendments to the existing shelf registration statement or filing a new shelf registration statement on Form S-3 and, if such form is not available, Form S-1. Similarly, at any time when the Company maintains a non-automatic shelf registration statement on Form S-3, if the Company determines it is no longer eligible to use Form S-3, the Company shall use its reasonable best efforts to maintain an effective registration statement during the period during which such registration statement is required to be kept effective, including filing a new registration statement on Form S-1. If the Company files any Shelf Registration Statement for the benefit of the holders of any of its securities other than the Stockholders, the Company agrees that it shall include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act as promptly as practicable after (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Stockholders) in order to ensure that the Stockholders may be added to such Shelf Registration Statement at a later time through the filing thereofof a prospectus supplement rather than a post-effective amendment. (be) Notwithstanding In no event shall the foregoingCompany be required to effect more than one Demand Registration hereunder within any three-month period, other than pursuant to Section 2.3(d). (f) Upon receipt of a valid request to effect a Demand Registration, the Company shall not be required to effect as expeditiously as possible prepare and file with the SEC a registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times statement on any form for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that which the Company is actively employing then qualifies, and shall use its commercially reasonable best efforts to cause such registration statement to be filed and to become effective as soon as possible thereafter. (g) Upon notice to the Demanding Stockholder, the Company may postpone effecting a registration pursuant to this Section 2.3 on one occasion during any period of twelve consecutive months for a reasonable time specified in the notice, but not exceeding 90 days, if based on the reasonable judgment of the Board of Directors, (i) the filing or to cause such effectiveness of the registration statement would materially adversely affect or materially interfere with a bona fide material financing of the Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph or any of its subsidiaries or any material transaction under consideration by the Company or (ii) shall derogate from such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the Company’s obligations under Section 5 hereof, (iii) during Board of Directors has determined would not be in the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer best interest of the Company stating that in the good faith judgment of to be disclosed at such time because its disclosure would materially adversely affect the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from ; provided that if the Company that such Potential Material Event either has been disclosed exercises its right to withdraw the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or the effectiveness thereof shall be tolled correspondingly. A of a registration statement for a Demand Registration then the Demanding Stockholder may withdraw its request for such demand (and such request will not count as one of the Demanding Stockholder’s Demand Registrations). (h) Notwithstanding anything to the contrary in this Agreement, if any Demanding Stockholder wishes to engage in an underwritten block trade or similar transaction with a requested registration under this Section 2 until two-day (or shorter) marketing period (collectively, an “Underwritten Block Trade”) off of a Shelf Registration Statement (either through filing an automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then such Demanding Stockholder shall provide reasonable advance notice (and no less than 24 hours’ notice) to the Company and the other Demanding Stockholder of the Underwritten Block Trade prior to the day such offering is to commence, and the other Demanding Stockholder must notify the first Demanding Stockholder on the day such offering is to commence as to its election whether or not to participate pro rata (or less), and the Company shall as expeditiously as possible, but subject to Sections 2.3(d) and 2.3(e), use its commercially reasonable efforts to facilitate such Underwritten Block Trade (which may close as early as three Business Days after the date it commences); provided that the Demanding Stockholder requesting such Underwritten Block Trade, and, if it has elected to participate, the other Demanding Stockholder, shall each use its commercially reasonable efforts to work with the Company and the underwriters in order to facilitate preparation of the registration statement relating statement, prospectus and other offering documentation related to the Underwritten Block Trade and provide all closing and other customary documentation. In the event a Demanding Stockholder requests such registration has been declared effective by an Underwritten Block Trade, notwithstanding anything to the Commission contrary in this Agreement, any holder of Registrable Securities other than a Demanding Stockholder shall have no right to notice of or to participate in such Underwritten Block Trade. Notwithstanding anything to the contrary herein, an Underwritten Block Trade shall not count as a Demand Registration and the shares have been registered for tradeshall not require any minimum anticipated offering price.

Demand Registrations. (a) Following At any time, and from time to time, following the Closing of six month period following the IPOCompany’s Initial Public Offering, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder Micrologix may request that the Company register in writing registration under the Securities Act of all or any portion part of its Restricted Shares (a “Demand Registration”). Each request for a Demand Registration shall specify the Registrable Securities held by approximate number of Restricted Shares requested to be registered and the anticipated per share price range for such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000offering. Upon receipt of such requestSubject to Section 7.2(c), the Company shall will include in such registration or prospectus all Restricted Shares with respect to which the Company has received a written request for inclusion within seven (715 days after the receipt of the Company’s notice. All registrations and qualifications requested pursuant to this Section 7.2(a) days deliver notice of such request are referred to all Holders (the herein as “Demand Notice”Registrations.” Subject to Section 7.2(c), if anyMicrologix will be entitled to request two Demand Registrations, who for which the Company shall then have seven pay all registration expenses to the fullest extent permitted by law, other than any underwriting fees, expenses and discounts, which shall be borne by Micrologix. (7b) days to notify The Company will not include in any Demand Registration any securities which are not Restricted Shares without the prior written consent of Micrologix, which shall not be unreasonably withheld or delayed. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration or qualification for distribution by prospectus of Restricted Shares) that, in their desire good faith opinion, the number of Restricted Shares and, if permitted hereunder, other securities requested to be included in such registration. If offering, exceeds the request for registration contemplates an underwritten public number of Restricted Shares and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company shall state such in the written notice and will include in such event the right of any holder of Registrable Securities offering, prior to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities any securities which are not Restricted Shares, the number of Restricted Shares requested to be included which, in the underwritten public offering to opinion of such underwriters, can be sold without adversely affecting the extent provided herein. Subject to marketability of the provisions of Section 3(boffering. (c) below, the The Company will use its reasonable best efforts not be obligated to file effect any Demand Registration within six (6) months after the effective date or date of final receipt of a previous Demand Registration. The Company may, on no more than one occasion during any 12-month period, postpone for up to an aggregate of 90 days the filing of a prospectus or the effectiveness of a registration statement as promptly as practicablefor a Demand Registration if the Company concludes, but not later than sixty (60) days following consultation with, and after obtaining the approval of, the board of directors of the Company, that such Demand Notice Registration would reasonably be expected to have a materially adverse effect on any proposal or plan by the Company to engage in any material acquisition of assets (subjectother than in the ordinary course of business) or any financing transaction, howevermerger, to amalgamation, consolidation, tender offer or similar transaction or otherwise would have a material adverse effect on the business, assets, operations, or financial condition of the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), ; provided, however, that the Company is actively employing reasonable best efforts to cause in such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”)event, the Company’s obligation requesting party will be entitled to use its reasonable best efforts to effect withdraw such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until request and, if such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Eventrequest is withdrawn promptly, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration Demand Registration will not count as a requested one of the permitted Demand Registrations hereunder and the Company will pay, to the fullest extent permitted by applicable law, all registration under this Section 2 until the registration statement relating to expenses in connection with such registration has been declared effective or prospectus, other than any underwriting fees, expenses and discounts, which shall be borne by the Commission requesting party or parties. (d) On any Demand Registration, Micrologix, at its sole expense, will have the right to select the investment banker(s) and manager(s) from firms of national reputation in the shares have been registered for tradeU.S. to administer the offering, subject to the Company’s approval which will not be unreasonably withheld or delayed.

Demand Registrations. (a) Following On any two (2) occasions after the Closing date of the IPOthis Agreement, but subject to the terms conditions set forth in this Agreement, including without limitation the conditions set forth in Section 2(b) below, one or more Holders holding at least forty percent (40%) of any “lock-up agreement” entered into with an underwriter (unless waived the Registrable Securities then held by such underwriter), a Holder all Holders may request (the "Initiating Holders") that the Company register cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act all or any portion relating to the sale by such Holders of the their Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000in accordance with the terms hereof. Upon receipt of any such request, the Company shall within seven (7) days deliver give written notice of such request proposed registration to all Holders (of Registrable Securities. Such Holders shall have the “Demand Notice”)right, if any, who shall then have seven (7) days by giving written notice to notify the Company within fifteen (15) business days after such notice referred to in writing the preceding sentence has been given by the Company, to elect to have included in the Demand Registration Statement such of their desire to be included Registrable Securities as each Holder may request in such registrationnotice of election. If the request for registration contemplates an underwritten public offeringThereupon, the Company shall state as soon as practicable thereafter cause such in Demand Registration Statement to be filed and declared effective by the written notice and in such event the right of any holder of Commission for all Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, which the Company will use its reasonable best efforts has been requested to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the register. The Company shall not in no event be required obligated to effect registration pursuant to a request of a Holder under this Section 2: (i) 2 more than two (2) times for each demand registrations. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Kibbutz and Tene separatelyCompany that, (ii) during the period that is thirty (30) days before the Company’s in such underwriter's good faith estimate judgment, the number of securities to be sold in such offering by the date Company and persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of filing of securities to be included in such offering to a Company-initiated registration or Company Underwritten Offering (as defined below)number deemed satisfactory by the managing underwriter, provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement -------- ------- securities to be filed excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the ▇▇▇▇▇▇▇ Agreement or the Richmont Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company proposes to sell and other securities of the Company included in such registration; fourth, securities held by (i) any Selling Stockholder participating in such offering pursuant to become effective the exercise of piggyback registration rights under the ▇▇▇▇▇▇▇ Agreement or to cause such Company Underwritten Offering to be effected, the Richmont Agreement and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated any Holder participating in such registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to the exercise of the demand registration rights set forth in this Section 2, as determined on a request made pursuant to Section 3 hereofpro rata basis (based upon the aggregate number of securities held by such Selling Stockholders and such Holders). (cb) If the Company shall furnish a requested registration pursuant to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”)this Section 2 involves an underwritten offering, the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public underwriter or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness underwriters thereof shall be tolled correspondingly. A registration will not count selected by the Holders of at least a majority (by number of shares) of the Registrable Securities as a requested registration under this Section 2 until the registration statement relating to such which registration has been declared effective by the Commission and the shares have been registered for traderequested.

Demand Registrations. (a) Following Commencing six (6) months after the Closing consummation of an initial public offering of the IPOCompany in the US, but subject each Investor may make a written request to the terms Company for Registration of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register under the Securities Act all or any portion part of the outstanding Registrable Securities held by such Holder, having an anticipated aggregate offering price, net Investor and any of Selling Expenses, of not less than US$5,000,000its Affiliates. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify A Registration that is undertaken by the Company in writing of their desire response to a valid request made by an Investor pursuant to this Section 2.1 shall be included in referred to herein as a “Demand Registration.” Each such registration. If request shall specify the request for registration contemplates an underwritten public offering, class and the Company shall state such in the written notice aggregate amount and in such event the right of any holder class of Registrable Securities to participate in such registration be Registered and the intended methods of disposition and distribution thereof; provided, that no request shall be conditioned upon their participation in such underwritten public offering and the inclusion made for Registration of their Registrable Securities in the underwritten public offering with a total market value estimated to the extent provided hereinbe less than US$25,000,000. Subject to the provisions of Section 3(b) belowThe Company shall file, the Company will use its reasonable best efforts to file a registration statement as promptly as practicablepracticable (and in any event, but not later than sixty within ninety (6090) days after days) following receipt of a request for a Demand Registration, a Registration Statement relating to such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), Registration and shall use its reasonable best efforts to cause any such registration statement Registration Statement promptly to be declared effective under the Securities Act Act, the “blue sky” laws of such jurisdiction as promptly such Investor or underwriter, if any, reasonably request, or any other Law, as practicable applicable, and to cause such Registration Statement to remain effective until the earlier of (i) the date all Registrable Securities have been sold or (ii) nine (9) months after the filing thereofeffective date of such Registration Statement. The Company shall have the option, subject to reasonable consultation with the Investors, to include in such Registration additional Company Securities of the class or classes of the Registrable Securities to be registered hereunder, including securities to be sold for the Company’s own account or for the account of other Persons, except for Company Securities to be registered pursuant to registration rights of other Investors pursuant to this Agreement. If applicable law requires that other shareholders must be permitted to include Company Securities held by such holders, the Company shall be permitted to include such Company Securities. (b) Notwithstanding Beaver shall be permitted to make two (2) requests and each other Investor shall be permitted to make one (1) request that the foregoingCompany file a Registration Statement pursuant to the provisions of Section 2.1(a); provided, that no request will be counted against this limit unless, with respect to such request (i) the Company has complied in all material respects with all the applicable conditions specified in Section 2.4 (without regard to the period referred to in subsection (ii) of Section 2.4(a), and with respect to subsections (iv) and (xi) of Section 2.4(a), without regard to any “best efforts” or similar qualification if the failure to comply with either of such subsections materially interfered with the proposed offering) and (ii) a Registration Statement of the Company filed pursuant to such request has become effective and has remained effective for a period of not less than 180 consecutive days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the underwriter or underwriters, is required by Law for the delivery of a prospectus in connection with the sale of Registrable Securities by an underwriter or dealer (the applicable period, the “Demand Period”), and provided, further, that the Investors in the aggregate shall make no more than three (3) such requests in total under this Agreement. No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such Registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Authority, (ii) the Company exercises its rights under 2.1(g) or 2.1(i) or (iii) the conditions to closing specified in the applicable underwriting agreement or purchase agreement, if any, are not satisfied other than by reason of a wrongful act, omission, misrepresentation or breach of such underwriting agreement by such Investor and/or its Affiliates. (c) Any Investor and/or its Affiliates may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a written notice from an Investor to such effect, the Company shall cease all efforts to secure Registration. Such registration nonetheless shall be deemed a Demand Registration effected by the Company for purposes of Section 2.1(a), unless (i) since the date of such request, there has occurred a material adverse change in the business or prospects of the Company or in general market conditions, or (ii) the Company is in breach of any of its obligations hereunder, or (iii) such Investor shall have paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in connection with such withdrawn Registration. (d) Promptly upon receipt of any request for a Demand Registration pursuant to Section 2.1(a) (but in no event more than ten (10) Business Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such Registration request to all other Investors, and the Company shall include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein from such Investors within twenty (20) days after the date that the Demand Notice has been delivered. All requests made pursuant to this Section 2.1(d) shall specify the class and aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. (e) If at any time the managing underwriter or underwriters (the “Managing Underwriter”) of a proposed Underwritten Offering of a class of Registrable Securities included in a Demand Registration (or in the case of a Demand Registration not being underwritten, an Investor) informs the Investors in writing that, in its opinion, the total number of Company Securities of such class proposed to be required included in such Demand Registration exceeds the number which can be sold in (or during the time of) such offering within a price range acceptable to effect registration the Investor making the request for Demand Registration, then the number of Registrable Securities of such class that can be included in such Demand Registration shall be allocated pro rata among the Investors which have requested participation in the Demand Registration and the Company (based, for each such Investor and the Company, on the percentage derived by dividing (i) the number of Registrable Securities of such class which such Investor or the Company has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities of such class which all such Investors and the Company have requested to include) (f) If an Investor so elects, the offering of Registrable Securities pursuant to a request Demand Registration shall be in the form of an Underwritten Offering. If any offering pursuant to a Holder Demand Registration involves an Underwritten Offering, the Investor whose Registrable Securities are being offered shall have the right to select the underwriter or underwriters to administer the offering; provided, that such underwriter or underwriters shall be reasonably acceptable to the Company. (g) During the period beginning fifteen (15) days before, and ending seventy-five (75) days after, the date on which any fiscal quarter of the Company ends, the Company may, upon giving prompt written notice of such action to the Investor requesting a Demand Registration, elect not to undertake such Demand Registration; provided, that the Company shall not exercise its rights under this Section 2: (i2.1(g) more than two (2) three times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty term of this Agreement. (30h) days before If the Company’s good faith estimate of the date of filing filing, initial effectiveness, publication, or continued use of a Company-initiated registration Registration Statement in respect of a Demand Registration at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investors, delay the filing or Company Underwritten Offering initial effectiveness of, or suspend use of, such Registration Statement (as defined belowa “Demand Suspension”), ; provided, however, that the Company is actively employing reasonable best efforts shall not be permitted to exercise a Demand Suspension (A) more than once during any six-month period, (B) for a period exceeding thirty (30) days on any one occasion or (C) for a period exceeding forty-five (45) days in any twelve-month period. In the case of a Demand Suspension, the Investors agree to suspend, immediately upon their receipt of the notice referred to above, use of the prospectus relating to such Demand Registration in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities. The Company shall immediately notify the Investors upon termination of any Demand Suspension, and amend or supplement the related prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Investors such number of copies of such prospectus as so amended or supplemented as the Investors may reasonably request. The Company represents that, as of the date hereof, it has no knowledge of any circumstance that would reasonably be expected to cause such registration statement it to be filed exercise its rights under this Section 2.1(h). (i) If not more than thirty (30) days prior to receipt of any request for a Demand Registration pursuant to Section 2.1 (a) the Company shall have (i) circulated to prospective underwriters and to become effective or to cause such Company Underwritten Offering to be effectedtheir counsel a draft of a Registration Statement for a primary offering of equity securities on behalf of the Company, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereofsolicited bids for a primary offering of Company Securities, or (iii) during otherwise reached an understanding with an underwriter with respect to a primary offering of Company Securities, the Company may preempt the Demand Registration with such primary offering by delivering written notice of such intention (the “Preemption Notice”) to the Investors making a request for a Demand Registration within five days after the Company has received the request. The period that is one hundred and eighty of preemption may be up to ninety (18090) days following the effective date ofof the Preemption Notice. Notwithstanding anything to the contrary herein, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish not be entitled to such Holders exercise its right to preempt a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation Demand Registration pursuant to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade2.1(i) more than once during any 12-month period.

Demand Registrations. (a) Following At any time following the Closing date on which all Conversion Shares have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) a Holder or Holders owning 25% or more in interest of the IPO, but subject to Registrable Securities (other than the terms of any Conversion Shares) (the “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder Initiating Holders”) may request that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or prior to the Additional Filing Date, a “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form SB-2 (except if the Company is not then eligible to register for resale such Registrable Securities on Form SB-2, in which case such registrations shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Each such Registration Statement shall cover to the extent allowable under the Securities Act all and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any portion of securities other than the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in any such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice Registration Statement and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b(ii) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause any such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the effective date. (b) Notwithstanding In the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, event that the Company is actively employing reasonable best efforts unable to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from register for resale under Rule 415 all of the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities on any of the Registration Statements that may be immediately registered on Form F-3 it has agreed to file pursuant to the first sentence of this Section 2A(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C, the Company will file a request made Registration Statement under the Securities Act with the Commission covering the resale by the Purchasers of such lesser amount of the Registrable Securities (in the proportions set forth in the last sentence of this Section 2A(b)) as the Company is able to register pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer Commission’s interpretation of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to Rule 415 and use its reasonable best efforts to effect have such Registration Statement become effective as promptly as possible, and, when permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale of any Registrable Securities that were omitted from its prior Registration Statements filed with the Commission pursuant to this Section 2A(b) and use its reasonable best efforts to have such registration under declared effective as promptly as possible. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effectiveness Date of the latest Registration Statement filed pursuant to Section 2(c2A(a) or 2A(b) hereof, as applicable, or (y) the date on which all Registrable Securities registered on all of the prior Registration Statements filed pursuant to Section 2A(a) and 2A(b) hereof are sold, that the Company shall be deferred from file, within 30 days following the date of receipt of such written notice, an additional Registration Statement registering any Registrable Securities that were the Management Letter until subject of the applicable Demand Notice that were omitted from such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradeprior Registration Statements.

Demand Registrations. (a) Following At any time at which time the Closing shelf registration statement required pursuant to Section 4.01 shall not be available for the resale of the IPORegistrable Securities or an Underwritten Offering, but including if for any reason the Company shall be ineligible to maintain or use a shelf registration statement for a secondary offering, the Company shall, as promptly as reasonably practicable following the written request of Subscriber or any of its Affiliates for registration under the Securities Act of all or part of the Registrable Securities (a “Demand Request”), file a registration statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities pursuant to Subscriber’s or any of its Affiliates’ intended method of distribution thereof or an Underwritten Offering with anticipated aggregate gross proceeds for at least $10 million, and shall, subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Article IV, a Holder may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement Demand Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. ; provided that such Demand Registration Statement shall be filed on (a) Form F-3 or Form S-3, as applicable, or any similar short-form registration statement that may be available at such time for a secondary offering, if the Company is then F-3/S-3 Eligible, or (b) Notwithstanding the foregoingForm F-1 or Form F-1, the Company shall not as applicable, or any similar long-form registration statement that may be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separatelyavailable at such time, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that if the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) not then F-3/S-3 Eligible. Each Demand Request shall derogate from specify the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose number of Registrable Securities that to be registered and the intended method or methods of distribution thereof. Subscriber agrees to provide the Company with such information in connection with a Demand Request as may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If reasonably requested by the Company shall furnish to facilitate such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradeDemand Request.

Demand Registrations. (a) Following Investors holding in the Closing aggregate at least a majority of the IPOshares of Preferred Stock then outstanding may, at any time, request, in writing, that the Company file a Registration Statement on Form S-3 (or any successor form) to effect the registration of an offering of Registrable Shares owned by such Investor(s) and having an aggregate value of at least $5,000,000, based on the last reported sale price of the Common Stock on the trading day immediately preceding the date of such request (the “Registration Threshold Amount”); provided, however, that, if at the time of such request the Company is not eligible to register for resale the Registrable Shares on Form S-3, the Company shall register the Registrable Shares on such other form as the Company is eligible to use. The Company shall set forth in such Form S-3 any information that may be required in a registration that is filed on Form S-1 and that the lead underwriter managing the offering reasonably requests be expressly included in the Registration Statement. (b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly (but in any event within 10 days) give written notice of such proposed registration to all other Investors. Such other Investors shall have the right, by giving written notice to the Company within 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election, subject in the case of an underwritten offering to the terms of any “lock-up agreement” entered into with Section 2.1(c). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an underwriter (unless waived by such underwriter), a Holder may request appropriate registration form of all Registrable Shares that the Company register under has been requested to so register. (c) If the Securities Act Registration Initiating Investors intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in its written notice referred to in Section 2.1(b). In such event, (i) the right of any other Investor to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Investor’s participation in such underwriting on the terms set forth herein, and (ii) all Investors including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or any portion underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Registrable Securities held by such Holder, having an anticipated aggregate Investors materially greater than the obligations of the Investors pursuant to Section 2.6. If the Company and the Registration Initiating Investors are unable to mutually agree on the managing underwriter(s) for any underwritten offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such pursuant to Section 2.1(a) within 15 days after the Company receives the Registration Initiating Investors’ request, the Company shall within seven (7) days deliver select an underwriter out of a pool of three underwriting firms chosen by the Registration Initiating Investors, each of which firms shall have a national reputation and shall have prior experience with software companies. If any Investor that has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting; provided, however, that, if Registration Selling Investors holding a majority of the remaining Registrable Shares mutually agree, the Company shall continue to effect the registration of such request to all Holders (remaining Registrable Shares regardless of whether the “Demand Notice”aggregate value of the remaining Registrable Shares is less than the Registration Threshold Amount, in which case the registration, once effective, shall be counted as a registration for the purposes of Section 2.1(d), if any, who shall then have seven (7) days to notify . If the lead managing underwriter advises the Company in writing that marketing factors require a limitation on the number of their desire shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated first among Investors holding the Series B Registrable Shares, in proportion, as nearly as practicable, to the respective number of Series B Registrable Shares each Investor has requested be included in such registration. If In the request for registration contemplates an underwritten public offeringevent all Series B Registrable Shares have been included, then the Company shall state such number of Registrable Shares to be included in the written notice Registration Statement and in such event the right of any holder of Registrable Securities to participate in such registration underwriting shall be conditioned upon their participation allocated second among Investors holding the Series A Registrable Shares, in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) belowproportion, the Company will use its reasonable best efforts to file a registration statement as promptly nearly as practicable, but not later than sixty (60) days after to the respective number of Series A Registrable Shares each Investor has requested be included in such Demand Notice (subjectregistration. In the event all Series A Registrable Shares have been included, howeverthen the number of remaining Registrable Shares to be included in the Registration Statement and underwriting shall be allocated finally among Investors holding of the remaining Registrable Shares, in proportion, as nearly as practicable, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause respective number of Registrable Shares each Investor has requested be included in such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereofregistration. (bd) Notwithstanding the foregoing, the The Company shall not be required to effect more than a total of three (3) registrations requested pursuant to Section 2.1(a). The Investors shall not deliver a notice pursuant to Section 2.1(a) requesting registration of any underwritten offering until at least 6 months after the closing of any prior underwritten offering registered pursuant to a request under Section 2.1(a). For purposes of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below2.1(d), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to a Registration Statement shall not be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter counted until such Holders receive written notice from the Company that time as such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration Registration Statement has been declared effective by the Commission and Commission. Notwithstanding the shares have been foregoing, any request for registration that is withdrawn by the Registration Initiating Investors primarily as a result of material adverse information concerning the business or financial condition of the Company, where such information is made known to the Registration Initiating Investors after the date on which such registration statement was filed, shall not count as a Registration Statement. (e) If, at the time of any request to register Registrable Shares by Registration Initiating Investors pursuant to this Section 2.1, such registration would require Adverse Disclosure, or the Company is engaged or has plans to engage in a registered public offering or is engaged in a material proposed merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction that, in the good faith determination of the Board of Directors, could be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for tradea period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Demand Registrations. (a) Following From and after the Closing expiration of the IPORestricted Period, but subject to the terms and conditions hereof (x) solely during any period that Parent is then ineligible under Applicable Law to register Registrable Securities on Form S-3 pursuant to Section 4.3 or (y) following the expiration of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriterParent’s obligation to keep the Shelf Registration Statement continuously effective pursuant to Section 4.3(b), but only if there is no Shelf Registration Statement then in effect, the Holder or Holders of a Holder may request that majority of the Company register Registrable Securities shall be entitled to make an unlimited number of written requests of Parent (each, a “Demand”) for registration under the Securities Act all or any portion of the an amount of Registrable Securities then held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less Holder or Holders that equals or is greater than US$5,000,000. Upon receipt of such request, the Company shall within seven Registrable Amount (7) days deliver notice of such request to all Holders (the a “Demand NoticeRegistration”), if any, who shall then have seven (7) days to notify ; provided that the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company Holders collectively shall not be required entitled to effect registration pursuant to a request of a Holder under this Section 2: (i) make more than two (2) times Demands during any twelve (12) month period. Thereupon Parent will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration as promptly as practicable under the Securities Act of: (i) the Registrable Securities which Parent has been so requested to register by the Holders for each disposition in accordance with the intended method of the Kibbutz and Tene separately, disposition stated in such Demand; and (ii) during all shares of Parent Common Stock which Parent may elect to register in connection with any offering of Registrable Securities pursuant to this Section 4.1; but, in each case, subject to Section 4.1(f), and to the period extent necessary to permit the orderly disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional shares of Parent Common Stock, if any, to be so registered; provided, that is Parent may use a registration statement on Form S-3 or any successor form thereto if Parent would qualify to use such form within thirty (30) days before the Company’s good faith estimate of after the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that on which the Company Demand Registration is actively employing reasonable best efforts given and Parent shall not be required to cause file such registration statement until it is so qualified. (b) A Demand shall specify: (i) the number of Registrable Securities requested to be filed and to become effective or to cause registered in such Company Underwritten Offering to be effectedDemand Registration, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereofintended method of disposition in connection with such Demand Registration, to the extent then known, including whether such Demand Registration will be an Underwritten Offering, (iii) during the period that is one hundred intended timing of disposition in connection with such Demand Registration and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose estimated gross proceeds of such Demand Registration, which may not be less than the Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofAmount. (c) If the Company A Demand Registration shall furnish not be deemed to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) have been effected and shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the Demand Registration (i) unless a registration statement relating with respect thereto has become effective and has remained effective for a period of at least ninety (90) days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold thereunder or have ceased being Registrable Securities (provided, that such period shall be extended for a period of time equal to the period any Holder of Registrable Securities refrains from selling any securities included in such registration statement at the request of Parent or the lead managing underwriter(s) pursuant to the provisions of this Agreement) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to ninety (90) days after effectiveness, to any stop order, injunction or other order or requirement of the Commission or other Governmental Authority such that no sales are possible thereunder for a period of ten (10) consecutive days or more, other than by reason of any act or omission by any Holder. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be reasonably selected by Parent and reasonably acceptable to each Holder. (e) Parent shall not be obligated to (i) subject to Section 4.1(c), maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration for a period longer than ninety (90) days or (ii) effect any Demand Registration (A) within six (6) months of a “firm commitment” Underwritten Offering in which the Holders were offered “piggyback” rights pursuant to Section 4.2 (subject to Section 4.2(b)) and at least 75% of the number of Registrable Securities requested by the Holders to be included in such Demand Registration were included and sold, (B) within three (3) months of the completion of any other Demand Registration (including any Underwritten Offering pursuant to any Shelf Registration Statement), (C) if, in Parent’s reasonable judgment, it is not feasible for Parent to proceed with the Demand Registration because of the unavailability of audited or other required financial statements or other required information; provided, that Parent shall use its commercially reasonable efforts to obtain such financial statements or information as promptly as practicable or (D) for an amount that is less than the Registrable Amount. (f) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) Parent that, in its (their) good faith opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Demand Registration, then Parent shall include in such registration statement only such securities as Parent is advised by such lead managing underwriter(s) can be sold without such an adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Holders, which, in the opinion of the lead managing underwriter(s), can be sold without such an effect; (ii) second, securities Parent proposes to sell; and (iii) third, all other securities of Parent duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by Parent. (g) Any time that a Demand Registration involves an Underwritten Offering, the Holder or Holders of a majority of the Registrable Securities to be sold in such Underwritten Offering shall select the investment banker(s) and manager(s) that will serve as managing underwriter(s) (including which such managing underwriter(s) will serve as lead or co-lead) and underwriter(s) with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be acceptable to Parent (such acceptance not to be unreasonably withheld, conditioned or delayed). (h) Any Holder may, by written notice to Parent, withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable registration statement. Upon receipt of notice from a Holder to such effect, or if such withdrawal shall reduce the number of Registrable Securities sought to be included in such Demand Registration below the Registrable Amount, Parent shall cease all efforts to seek effectiveness of the applicable registration statement, unless Parent intends to effect a primary offering of securities or a Piggyback Registration pursuant to such registration has been declared effective by statement. In any such event, such Demand Registration shall count as a Demand Registration for purposes of the Commission and the shares have been registered for tradelimitations set forth in Section 4.1(a).

Demand Registrations. (a) Following From and after the Closing expiration of the IPORestricted Period, subject to the terms and conditions hereof (x) solely during any period that Parent is then-ineligible under Applicable Law to register Registrable Securities on Form S-3 pursuant to Section 5.3 or (y) following the expiration of Parent’s obligation to keep the Shelf Registration Statement continuously effective pursuant to Section 5.3(b), but only if there is no Shelf Registration Statement then in effect, the Investor shall be entitled to make five (5) written requests of Parent (each, a “Demand”) for registration under the Securities Act of an amount of Registrable Securities then held by the Investor that equals or is greater than the Registrable Amount (a “Demand Registration”); provided that Investor shall not be entitled to make more than two (2) Demands during any twelve (12)-month period. Thereupon Parent will, subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that use its commercially reasonable efforts to effect the Company register registration as promptly as practicable under the Securities Act of: (i) the Registrable Securities which Parent has been so requested to register by the Investor for disposition in accordance with the intended method of disposition stated in such Demand; and (ii) all or shares of Parent Common Stock which Parent may elect to register in connection with any portion offering of Registrable Securities pursuant to this Section 5.1; but, in each case, subject to Section 5.1(g), and all to the extent necessary to permit the orderly disposition (in accordance with the intended methods thereof) of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net and the additional shares of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”)Parent Common Stock, if any, who shall then have seven to be so registered; provided, that Parent may use a registration statement on Form S-3 or any successor form thereto if Parent would qualify to use such form within thirty (730) days after the date on which the Demand Registration is given and Parent shall not be required to notify file such registration statement until it is so qualified. (b) A Demand shall specify: (i) the Company in writing number of their desire Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known, including whether such Demand Registration will be an Underwritten Offering and (iii) the estimated gross proceeds of such Demand Registration, which may not be less than the Registrable Amount. (c) A Demand Registration shall not be deemed to have been effected and shall not count as a Demand Registration (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least sixty (60) days or such shorter period in which all Registrable Securities included in such registration. If Demand Registration have actually been sold thereunder (provided, that such period shall be extended for a period of time equal to the request for registration contemplates an underwritten public offering, period the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate refrains from selling any securities included in such registration shall be conditioned upon their participation in such underwritten public offering and statement at the inclusion request of their Registrable Securities in Parent or the underwritten public offering to the extent provided herein. Subject lead managing underwriter(s) pursuant to the provisions of Section 3(bthis Agreement) belowor (ii) if, the Company will use its reasonable best efforts after it has become effective, such Demand Registration becomes subject, prior to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, howevereffectiveness, to any stop order, injunction or other order or requirement of the Company’s independent auditors providing Commission or other Governmental Authority such that no sales are possible thereunder for a period of ten (10) consecutive days or more, other than by reason of any required consentact or omission by the Investor. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be reasonably selected by Parent and reasonably acceptable to the Investor. (e) Parent shall not be obligated to (i) subject to Section 5.1(b), and shall use its reasonable best efforts to cause such maintain the effectiveness of a registration statement to be declared effective under the Securities Act filed pursuant to a Demand Registration for a period longer than ninety (90) days or (ii) effect any Demand Registration (A) within six (6) months of a “firm commitment” Underwritten Offering in which the Investor was offered “piggyback” rights pursuant to Section 5.2 (subject to Section 5.2(b)) and at least 75% of the number of Registrable Securities requested by the Investor to be included in such Demand Registration were included and sold, (B) within six (6) months of the completion of any other Demand Registration (including any Underwritten Offering pursuant to any Shelf Registration Statement), (C) if, in Parent’s reasonable judgment, it is not feasible for Parent to proceed with the Demand Registration because of the unavailability of audited or other required financial statements or other required information; provided, that Parent shall use its commercially reasonable efforts to obtain such financial statements or information as promptly as practicable after or (D) for an amount that is less than the filing thereofRegistrable Amount. (bf) Notwithstanding anything to the foregoingcontrary contained in this Agreement, Parent shall be entitled to postpone (upon written notice to the Investor) the filing or the effectiveness of, or suspend the use of, a registration statement for any Demand Registration in the event of a Blackout Period until the expiration of the applicable Blackout Period. The Investor agrees to suspend the use of any registration statement in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities upon receipt of such notice. In the event of a Blackout Period under clause (ii) of the definition thereof, Parent shall deliver to the Investor a certificate signed by either the chief executive officer or the chief financial officer of Parent certifying that the conditions described in clause (ii) of the definition of Blackout Period are met. (g) If, in connection with a Demand Registration that involves an Underwritten Offering, the Company lead managing underwriter(s) advise(s) Parent that, in its (their) opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Demand Registration, then Parent shall not include in such registration statement only such securities as Parent is advised by such lead managing underwriter(s) can be required to sold without such adverse effect registration pursuant to a request as follows and in the following order of a Holder under this Section 2priority: (i) more than two (2) times for each first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Investor, which, in the opinion of the Kibbutz and Tene separatelylead managing underwriter(s), can be sold without such an effect; (ii) during second, securities Parent proposes to sell; and (iii) third, all other securities of Parent duly requested to be included in such registration statement, pro rata on the period that is thirty (30) days before the Company’s good faith estimate basis of the date amount of filing such other securities requested to be included or such other allocation method determined by Parent. (h) Any time that a Demand Registration involves an Underwritten Offering, the Investor shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of a Company-initiated registration or Company Underwritten Offering (as defined below), such Registrable Securities; provided, howeverthat such investment banker(s) and manager(s) shall be acceptable to Parent (such acceptance not to be unreasonably withheld, conditioned or delayed). (i) The Investor may, by written notice to Parent, withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable registration statement; provided, that the Company is actively employing reasonable best efforts to cause Investor reimburses Parent for all reasonable, out-of-pocket expenses incurred by Parent in connection with such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate Demand Registration. Upon receipt of notice from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten OfferingInvestor to such effect, or (iv) if such withdrawal shall reduce the Initiating Holder proposes to dispose number of Registrable Securities that may sought to be immediately registered on Form F-3 included in such Demand Registration below the Registrable Amount, Parent shall cease all efforts to seek effectiveness of the applicable registration statement, unless Parent intends to effect a primary offering of securities pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until statement. In any such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Eventevent, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof Demand Registration shall be tolled correspondingly. A registration will not count as a requested registration under this Demand Registration for purposes of the limitations set forth in Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade5.1(a).

Demand Registrations. (a) Following Subject to Section 2.1(h), at any time and from time to time following the Closing last day of the IPOHolding Period, but subject the Holders’ Representative shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering expenses) of at least $35 million. A Demand Notice shall also specify the expected method or any portion methods of disposition of the applicable Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subjectsubject to paragraph (e) of this Section 2.1) (provided, however, that with respect to a Demand Notice delivered to the Company following the Company’s failure or decline to exercise its option to purchase the Offered Stock pursuant to Section 1.4(b), such 60 or 30 day period, as applicable, shall commence from the date on which the Offering Notice was delivered to the Company’s independent auditors providing any required consent), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) If any of the Registrable Securities to be registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Company and Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such demand offering was requested by the Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (ii) second, among any holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder. (c) The Holders collectively shall be entitled to request no more than two Demand Registrations pursuant to this Section 2.1; provided, that in no event shall the Company be required to effect more than one Demand Registration in any three month period. (d) In the event of a Demand Registration, the Company shall use its reasonable best efforts to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. For the avoidance of doubt, the foregoing sentence is not intended to limit the obligation of the Company to maintain the continuous effectiveness of the Short-Form Registration contemplated by Section 2.2 as required by Section 2.2. (e) The Company shall be entitled to postpone (but not more than once in any six-month period), for a reasonable period of time, together with any postponement under Section 2.2(c), not in excess of 60 days (and not for periods exceeding, in the aggregate, 90 days during any twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Demand Registration Statement if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in their good faith judgment, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide and imminent material financing of the Company or any imminent material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. The Company shall have no obligation to include in any such certificate any reference to or description of the facts based upon which the Company is delivering such certificate. If the Company so postpones the filing of a Registration Statement, the Holders’ Representative will have the right to withdraw the request for registration by giving written notice to the Company within ten days of the anticipated termination date of the postponement period, as provided in the notice delivered to the Holders’ Representative and such withdrawn registration will not count as a Demand Registration. (f) The Holders’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement. (g) No request for registration will count for the purposes of the limitations in Section 2.1(c) if: (A) the Holders’ Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request due to marketing conditions or regulatory reasons relating to the Company, (B) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the applicable Holders having refused to proceed), (C) the Registration Statement is not maintained effective for the period required pursuant to this Section 2.1(d), (D) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court, (E) more than 10% of the Registrable Securities requested by the Holders to be included in the registration are not so included pursuant to Section 2.1(b), or (F) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the applicable Holders). Notwithstanding anything to the foregoingcontrary, the Company will pay all expenses (in accordance with Section 2.9) in connection with any request for registration pursuant to this Agreement regardless of whether or not such request counts toward the limitation set forth above. (h) Notwithstanding anything else to the contrary in this Section 2.1, if, prior to any request for registration pursuant to this Section 2.1, (i) the Company shall have filed a Shelf Registration Statement covering all of the Registrable Securities, (ii) the plan of distribution set forth in such Shelf Registration Statement includes underwritten offerings and (iii) the Shelf Registration Statement is effective when the Holders’ Representative would otherwise make a request for registration under this Section 2.1, the Company shall not be required to effect registration pursuant separately register any Registrable Securities in response to such request, and such request shall be deemed to be a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing cooperate in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, effecting a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event Takedown (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating Registrable Securities pursuant to such registration has been declared effective by the Commission and the shares have been registered for tradeShelf Registration Statement. The Company may also register Other Securities on any such Shelf Registration Statement.

Demand Registrations. (a) Following Subject to Sections 5.1(c) and (e), 5.2 and 5.4, at any time and from time to time during the Closing of Registration Period, the IPOShareholder shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file register under and in accordance with the provisions of the Securities Act a registration statement number of Registrable Securities Beneficially Owned by the Shareholder Group and requested by such Demand Notice to be so registered (a “Demand Registration”) having a market value of least $100,000,000.00 in the aggregate as of the trading day immediately prior to the date of delivery of a Demand Notice. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. (b) Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than sixty a Registration Statement (60including, without limitation, on Form S-3 (or any comparable or successor form or forms or any similar short-form registration) days after by means of a shelf registration pursuant to Rule 415 under the Securities Act, if so requested by the Shareholder and the Company is then eligible to use such Demand Notice a registration and if there is no then-currently effective shelf registration statement on file with the SEC that would cover all the Registrable Securities requested to be registered) (subject, however, or amend an existing Registration Statement if there is a then-effective shelf registration statement on file with the SEC that would cover all the Registrable Securities requested to be registered) relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Shareholder and the Company shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish or otherwise make available to the Shareholder, its counsel and the managing underwriter(s), if any, copies of all such documents proposed to be filed (including all exhibits thereto) with the SEC reasonably in advance of any filing to permit a reasonable opportunity for the Shareholder, its counsel and the managing underwriter(s) to review and comment in light of the circumstances, and the Company shall in good faith consider any such comments. (bc) The Shareholder Group shall collectively be entitled to request no more than four (4) Demand Registrations from the Company; provided that in no event shall the Company be required to effect more than two (2) Demand Registrations in any eighteen (18)-month period. (d) At any time that a Demand Registration involves an Underwritten Offering, the Selling Holders holding a majority of the Registrable Securities subject to such Demand Registration and the Company shall jointly select nationally recognized and top tier investment banker(s) and/or manager(s) that will serve as managing underwriter(s) (and the Company shall select which such managing underwriters will serve as lead or co-lead) and other underwriter(s) with respect to the offering of such Registrable Securities. (e) Notwithstanding anything to the foregoingcontrary contained herein, the Company shall not be required obligated to effect effect, or be obligated to take any action to effect, any registration of Registrable Securities upon receipt of a Demand Notice pursuant to a request of a Holder under this Section 2: 5.1 for a period of up to one hundred and twenty (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30120) days before after the Company’s good faith estimate of the effective date of filing of a Company-initiated registration (other than: (i) a registration relating to the sale of securities to employees of the Company or Company Underwritten Offering a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration on any form that does not include substantially the same information as defined belowwould be required to be included in a registration statement covering the sale of the Registrable Securities; or (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), provided, however, ; provided that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to be filed become effective; and to become effective or to cause such Company Underwritten Offering to be effected, and provided, provided further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that may not invoke this right more than twice in the good faith judgment of the Company’s Board of Directors a Potential Material Event any eighteen (as defined below18) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trademonth period.

Demand Registrations. (a) Following If, following the Closing date hereof, the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 2.1, the IPOHolders’ Representative shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all or the number of Registrable Securities Beneficially Owned by any portion Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities held requested to be registered by such Holder, having an anticipated the Holders’ Representative is reasonably expected to result in aggregate offering price, net gross cash proceeds in excess of Selling Expenses, $70,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of not less than US$5,000,000disposition of the applicable Registrable Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 45 days after receipt by the Company of such Demand Notice (subjectsubject to paragraph (d) of this Section 2.2), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding If any of the foregoing, the Company shall not be required to effect registration Registrable Securities registered pursuant to a request Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of a Holder under this Section 2: such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) more than two first, the Registrable Securities for which inclusion in such underwritten offering was requested by the Holders and any Other Securities proposed to be included by the Stockholders, pro rata (2) times if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder and any Other Securities Beneficially Owned by each such Stockholder until all such securities have been allocated for each of the Kibbutz and Tene separately, inclusion; and (ii) during second, among any other holders of Other Securities, pro rata, based on the period that is thirty (30) days before the Company’s good faith estimate number of the date Other Securities Beneficially Owned by each such holder of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofOther Securities. (c) If In the event of a Demand Registration, the Company shall furnish be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such Holders shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (d) The Company shall be entitled to postpone (but not more than twice in any 12-month period), for a letter reasonable period of time not in excess of 90 days, the filing or initial effectiveness of, or suspend the use of, a Demand Registration Statement if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company stating that certifying that, in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) of the Company, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has occurred (a “Management Letter”)not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) . Such certificate shall be deferred from the date of receipt contain a statement of the Management Letter until reasons for such Holders receive written notice from postponement or suspension and an approximation of the anticipated delay. (e) The Holders’ Representative shall have the right to notify the Company that such Potential Material Event either it has been disclosed to determined that the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such registration has been declared effective by the Commission and the shares have been registered for trade.Registration Statement

Demand Registrations. (a) Following At any time and from time to time following the Closing last day of the IPOHolding Period, but subject the Holders’ Representative shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all or any portion the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that in respect of two out of the six Demand Registrations to which the Holders are entitled under this Agreement, a Demand Notice may only be made if the amount of Registrable Securities held requested to be registered by such Holderthe Holders’ Representative is reasonably expected to generate aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $5 million. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. As promptly as practicable, having an anticipated aggregate offering price, net of Selling Expenses, of not less but no later than US$5,000,000. Upon 7 Business Days after receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver give written notice of such request Demand Notice to all Holders of record of Registrable Securities. For purposes of determining the percentage and amount of Registrable Securities Beneficially Owned that are requested to be registered pursuant to this Section 2.1(a), Warrants requested to be registered shall be treated as the underlying shares of Common Stock for which such Warrants are exercisable. (the “b) Following receipt of a Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 30 days after receipt by the Company of such Demand Notice (subjectsubject to paragraph (f) of this Section 2.1), howevera Registration Statement (including, without limitation, on Form S-3 (or any comparable or successor form or forms or any similar short-form registration) by means of a shelf registration pursuant to Rule 415 under the Securities Act, if so requested and the Company is then eligible to use such a registration and if there is no then-currently effective shelf registration statement on file with the SEC which would cover all the Registrable Securities requested to be registered) (a “Demand Registration Statement”) relating to the Company’s independent auditors providing offer and sale of the Registrable Securities requested to be included therein by the Holders’ Representative and any required consentother Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Selling Holder) within 20 days after the receipt of the Demand Notice (or 10 days if, at the request of the Holders’ Representative, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3), in accordance with the method or methods of disposition of the applicable Registrable Securities elected by such Holders, and the Company shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (bc) Notwithstanding If any of the foregoingRegistrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the amount, price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such demand offering was requested by an Investor or its Affiliates, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; (ii) second, the Registrable Securities for which inclusion in such demand offering was requested by the other Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (iii) third, among any holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder. (d) The Holders collectively shall be entitled to request no more than six Demand Registrations on the Company, and in no event shall the Company be required to effect more than one Demand Registration in any nine-month period. (e) In the event of a Demand Registration, the Company shall not be required use reasonable best efforts to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each maintain the continuous effectiveness of the Kibbutz and Tene separately, (ii) during applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (iiSection 2.1(e) shall derogate from is intended to limit the Company’s obligations under to maintain the continuous effectiveness of Short Form Registrations in accordance with the provisions of Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof2.1(i). (cf) If The Company shall be entitled to postpone (but not more than once in any six-month period), for a reasonable period of time not in excess of 75 days (and not for periods exceeding, in the aggregate, 100 days during any twelve-month period), the filing or initial effectiveness of a Demand Registration Statement if the Company shall furnish delivers to such Holders the Holders’ Representative a letter certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company stating that certifying that, in the good faith judgment of the Company’s Board of Directors of the Company, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide and reasonably imminent material financing of the Company or any reasonably imminent material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. (g) The Holders’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Potential Material Event Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement. (as defined belowh) has occurred No request for registration will count for the purposes of the limitations in Section 2.1(c) if (A) the Holders’ Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request due to marketing conditions or regulatory reasons relating to the Company, (B) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than by reason of the applicable Holders having refused to proceed or a “Management Letter”misrepresentation or an omission by the applicable Holders), (C) prior to the Company’s obligation sale or distribution of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court, or (D) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the one or more Holders). Notwithstanding anything to the contrary, the Company will pay all expenses (in accordance with Section 2.9) in connection with any request for registration pursuant to this Agreement regardless of whether or not such request counts toward the limitation set forth above. (i) Subject to Section 2.5, in addition to the Demand Registrations provided pursuant to this Section 2.1, at all times following the last day of the Holding Period, the Company will use its reasonable best efforts to effect qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) (“Short-Form Registration”); provided, that, the Company shall file such registration under Section 2(c) shall be deferred from a Short-Form Registration prior to the date of receipt expiration of the Management Letter until Holding Period and use reasonable efforts to cause such Short-Form Registration to be effective upon the expiration of the Holding Period and constitute an effective shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 under the Securities Act, to permit the distribution of the Registrable Securities in accordance with the methods of distribution elected by the Holders receive written notice from as of immediately upon the expiration of the Holding Period. In no event shall the Company that be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. Upon filing a Short-Form Registration, the Company will use its reasonable best efforts to keep such Potential Material Event either has been disclosed Short-Form Registration effective with the SEC at all times (notwithstanding anything to the public contrary in Section 2.1(d)) and to refile such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration as may reasonably be requested by the Holders’ Representative or as otherwise required, until the Holders no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradehold Registrable Securities.

Demand Registrations. (a) Following If, following the Closing date hereof, the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 2.1, the IPOHolders' Representative shall have the right by delivering a written notice to the Company (a "Demand Notice") to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by any Holders and requested by such Demand Notice to be so registered (a "Demand Registration"); provided, however, that if a Demand Notice is made in respect of a number of Registrable Securities that is less than all or any portion of the Registrable Securities held Beneficially Owned by such Holderany Holders, having an anticipated then the sale of the Registrable Securities requested to be registered by the Holders' Representative must be reasonably expected to result in aggregate offering price, net gross cash proceeds in excess of Selling Expenses, $50,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of not less than US$5,000,000disposition of the applicable Registrable Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 45 days after receipt by the Company of such Demand Notice (subjectsubject to paragraph (d) of this Section 2.2), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a "Demand Registration Statement") and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding If any of the foregoing, the Company shall not be required to effect registration Registrable Securities registered pursuant to a request Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of a Holder under this Section 2: such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) more than two first, the Registrable Securities for which inclusion in such underwritten offering was requested by the Holders and any Other Securities proposed to be included by the Stockholders, pro rata (2) times if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder and any Other Securities Beneficially Owned by each such Stockholder until all such securities have been allocated for each of the Kibbutz and Tene separately, inclusion; and (ii) during second, among any other holders of Other Securities, pro rata, based on the period that is thirty (30) days before the Company’s good faith estimate number of the date Other Securities Beneficially Owned by each such holder of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofOther Securities. (c) If In the event of a Demand Registration, the Company shall furnish be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such Holders shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (d) The Company shall be entitled to postpone (but not more than twice in any 12-month period), for a letter reasonable period of time not in excess of 90 days, the filing or initial effectiveness of, or suspend the use of, a Demand Registration Statement if the Company delivers to the Holders' Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company stating that certifying that, in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) of the Company, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has occurred (a “Management Letter”)not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) . Such certificate shall be deferred from the date of receipt contain a statement of the Management Letter until reasons for such Holders receive written notice from postponement or suspension and an approximation of the anticipated delay. (e) The Holders' Representative shall have the right to notify the Company that such Potential Material Event either it has been disclosed to determined that the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such registration has been declared effective by the Commission and the shares have been registered for trade.Registration Statement

Demand Registrations. (a) Following Subject to the Closing last sentence of this Section 2.1(a), if for any reason the Shelf Registration Statement to be prepared and filed by the Company has not been declared effective by the Commission within 120 consecutive days from the date hereof as contemplated by Section 2.3 of this Agreement, Investors holding in the aggregate at least a majority of the IPOshares of Series B Stock then outstanding may, at any time and from time to time, request, in writing, that the Company file a Registration Statement on Form S-3 (or any successor form) to effect the registration of an offering of Registrable Shares owned by such Investor(s) and having an aggregate value of at least $5,000,000 based on the last reported sale price of the Common Stock on the trading day immediately preceding the date of such request (the “Registration Threshold Amount”); provided, however, that, if at the time of such request the Company is not eligible to register for resale the Registrable Shares on Form S-3, the Company shall register the Registrable Shares on such other form as the Company is eligible to use. The Company shall set forth in such Form S-3 any information that may be required in a registration that is filed on Form S-1 and that the lead underwriter managing the offering reasonably requests (as determined by the Company) be expressly included in the Registration Statement. Notwithstanding the foregoing, in the event that the Shelf Registration Statement has not become effective by the expiration of such 120 consecutive day period as a result of an ongoing review by the Commission, the Company shall not be deemed to be in breach of its obligations under this Section 2.1(a) so long as it continues to diligently pursue and use its best efforts to cause the Shelf Registration Statement to become effective as soon as possible thereafter. (b) Upon receipt of any request for registration pursuant to this Section 2 of this Agreement, the Company shall promptly (but in any event within ten (10) consecutive days of receipt of such request) give written notice of such proposed registration to all other Investors. Such other Investors shall have the right, by giving written notice to the Company within twenty (20) consecutive days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election, subject in the case of an underwritten offering to the terms of any “lock-up agreement” entered into with Section 2.1(c) of this Agreement. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an underwriter (unless waived by such underwriter), a Holder may request appropriate registration form of all Registrable Shares that the Company register under has been requested to so register. (c) If the Securities Act Registration Initiating Investors intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) of this Agreement and the Company shall include such information in its written notice referred to in Section 2.1(b) of this Agreement. In such event, (i) the right of any other Investor to include its Registrable Shares in such registration pursuant to Section 2.1(a) of this Agreement shall be conditioned upon such other Investor’s participation in such underwriting on the terms set forth herein, and (ii) all Investors including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or any portion underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Registrable Securities held by such Holder, having an anticipated aggregate Investors materially greater than the obligations of the Investors pursuant to Section 2.6 of this Agreement. If the Company and the Registration Initiating Investors are unable to mutually agree on the managing underwriter(s) for any underwritten offering price, net pursuant to Section 2.1(a) of Selling Expenses, of not less than US$5,000,000. Upon receipt of such this Agreement within 15 consecutive days after the Company receives the Registration Initiating Investors’ request, the Company shall within seven (7) days deliver select an underwriter out of a pool of three underwriting firms chosen by the Registration Initiating Investors, each of which firms shall have a national reputation and experience with software companies. If any Investor that has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting; provided, however, that, if Registration Selling Investors holding a majority of the remaining Registrable Shares mutually agree, the Company shall continue to effect the registration of such request to all Holders (remaining Registrable Shares regardless of whether the “Demand Notice”), if any, who shall then have seven (7) days to notify aggregate value of the remaining Registrable Shares is less than the Registration Threshold Amount. If the lead managing underwriter advises the Company in writing that marketing factors require a limitation on the number of their desire shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Investors requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares each Investor has requested be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (bd) Notwithstanding the foregoing, the The Company shall not be required to effect more than a total of three (3) registrations requested pursuant to Section 2.1(a) of this Agreement (an offering which is not consummated shall not be counted for this purpose). The Investors shall not deliver a notice pursuant to Section 2.1(a) of this Agreement requesting registration of any underwritten offering until at least 6 months after the closing of any prior underwritten offering registered pursuant to a request under Section 2.1(a) of a Holder under this Agreement. For purposes of this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below2.1(d), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to a Registration Statement shall not be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter counted until such Holders receive written notice from the Company that time as such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration Registration Statement has been declared effective by the Commission Commission. Notwithstanding the foregoing, the first, and only the shares have been first, time any request for registration that is withdrawn by the Registration Initiating Investors (other than at the request of the Company) and that is primarily as a result of material adverse information concerning the business or financial condition of the Company, where such information is made known to the Registration Initiating Investors after the date on which such registration statement was filed, shall not count as a Registration Statement. Except as set forth in the previous sentence, all Registration Statements withdrawn by the Investors shall count as a Registration Statement; provided however, that a Registration Statement that is withdrawn by the Investors at the request of the Company shall not count as a Registration Statement for purposes of this Section 2.1. (e) If at the time of any request to register Registrable Shares by Registration Initiating Investors pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction that, in the good faith determination of the Board of Directors, could be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for tradea period not in excess of 45 consecutive days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Demand Registrations. (ai) Following At any time after the Closing of date that is 180 days after the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived consummation by such underwriter), a Holder may request that the Company register of an initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act all Act, any Holder or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities shall have the right to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering elect, by giving written notice thereof to the extent provided herein. Subject Company, to the provisions of Section 3(b) below, require the Company will to use its reasonable best efforts to file register all or a registration statement as promptly as practicable, but not later than sixty (60) days after portion of such Demand Notice (subjectHolder’s Registrable Securities under the Securities Act; provided, however, that (A) if the Company is not eligible to register the Company’s independent auditors providing any required consent)Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 10% or more of the then-outstanding Registrable Securities, and (B) if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $5,000,000. Promptly following such election, the Company shall (1) give notice to each other Holder of Registrable Securities of such election, which notice shall set forth the identity of the electing Holders, and (2) use its reasonable best efforts to cause such registration statement to be declared or become effective under the Securities Act as promptly as practicable after a registration statement providing for the filing thereofregistration of, and the sale in accordance with the intended method or methods of distribution thereof by the electing Holders of, the Registrable Securities elected to be included therein by the Holder. The Company shall be required to cause to become effective pursuant to this Section 2(a)(i) no more than three registration statements in the aggregate, and only one registration statement within any period of six months, unless the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require registrations on Form S-3; provided, however, that the Company shall not be obligated to effect any such registration on Form S-3 if within the 12-month period preceding the date of such request for registration the Company already has effected two registrations on Form S-3 (or applicable successor form) at the request of Holders. (bii) Notwithstanding the foregoing, the Company shall not be required obligated to effect registration register Registrable Securities upon any election pursuant to a request Section 2(a)(i) if fewer than 135 days have elapsed after the effective date of a Holder under this Section 2: (i) more than two (2) times for each registration statement registering newly issued or treasury shares of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate Common Stock for purposes of a primary offering (as defined in Section 2(b)(i) hereof) on a firm commitment underwritten basis, but only if and to the date extent that (A) the underwriting agreement entered into in connection with any such offering expressly prohibited registration of Registrable Securities and (B) no period referred to in this sentence, and no postponement referred to in Section 2(a)(iii) hereof, was in effect during the 12 months immediately preceding the commencement of such 135-day period, unless any Holders having made elections during the previous period or postponement, as the case may be, shall have had the opportunity to register their Registrable Securities pursuant to an effective registration statement prior to the current such period. (iii) If, following any election pursuant to Section 2(a)(i) hereof but prior to the filing of a registration statement in respect of such election, (A) the Board of Directors of the Company-initiated , in its reasonable judgment and in good faith, resolves that the filing of such registration or statement and the offering of Registrable Securities pursuant thereto would be seriously detrimental to the Company, and (B) the Company Underwritten Offering furnishes to the Holders having made such election a certificate signed by the President of the Company giving notice of such determination (as defined belowwhich certificate shall include a copy of such resolution), the Company shall, notwithstanding the provisions of Section 2(a)(i), be entitled to postpone for up to 135 days the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2(a)(i) hereof; provided, however, that the Company is actively employing reasonable best efforts to cause no such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that postponement may be immediately registered on Form F-3 effected if any other postponement of a registration pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until was in effect during the 12 months immediately preceding the commencement of such postponement, unless any Holders having made elections during the previous postponement shall have had the opportunity to register their Registrable Securities pursuant to an effective registration statement relating prior to such registration has been declared effective by the Commission and the shares have been registered for tradecurrent postponement.

Demand Registrations. (a) Following If the Closing Company shall receive a written request (specifying that it is being made pursuant to this Section 3.2) from the JWC Group Stockholders who together with their Permitted Transferees own in the aggregate at least ten percent (10%) of the IPOShares (as equitably adjusted to account for stock dividends, but subject to stock splits, reverse stock splits or other similar reclassifications) acquired by the terms JWC Group Stockholders at the time of any “lock-up agreement” entered into with an underwriter the closing under the Purchase Agreement (unless waived by such underwriter), a Holder may request the "Requesting JWC Group Stockholders") that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicableunder the 1933 Act, but or a similar document pursuant to any other statute then in effect corresponding to the 1933 Act, covering the registration of Common Stock, then the Company shall, not later than sixty ninety (6090) days after receipt by the Company of a written request for a demand registration pursuant to this Section 3.2, file a registration statement with the SEC relating to such Demand Notice Registrable Securities as to which such request for a demand registration relates (subject, however, to the Company’s independent auditors providing any required consent"Requested Shares"), and the Company shall use its reasonable best efforts to cause the offering of such registration statement Requested Shares to be declared effective registered under the 1933 Act. The Company shall be obligated to effect only three (3) registrations of Registrable Securities Act as promptly as practicable after pursuant to this Section 3.2 and such registrations may be effected no earlier than six (6) months, twelve (12) months or eighteen (18) months, respectively, following completion of an initial Public Offering of Common Stock by the filing thereofCompany. (b) Notwithstanding the foregoingIf, pursuant to Section 3.3, the Company shall not be required to effect total amount of securities that all Holders and all other holders of securities which have applicable registration pursuant to a rights request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing included in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request an offering made pursuant to this Section 3 hereof. (c) If 3.2 exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the Company shall furnish to will include in such Holders a letter signed by registration only the Chief Executive Officer number of the Company stating that securities which, in the good faith judgment opinion of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”)such underwriters, the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall can be deferred sold, selected from the date securities requested to be included by all Holders and such other holders pro rata based on the number of receipt securities which each of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradethem owns.

Demand Registrations. (ai) Following the Closing of the IPO, but subject Subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriterSection 2.1(b), a Holder may request that at any time and from time to time after the date of this Agreement, the Majority Holders shall have the right to require the Company register to file a registration statement under the Securities Act covering all or any a portion of the Registrable Securities held Securities, by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, delivering a written request therefor to the Company shall within seven (7) days deliver notice specifying the number of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire Registrable Securities to be included in such registrationregistration by such Holders and the intended method of distribution thereof. If All such requests by the request for registration contemplates an underwritten public offeringMajority Holders pursuant to Section 2.1(a)(i) are referred to herein as “Demand Registration Requests”, and the registrations so requested are referred to herein as “Demand Registrations” (with respect to any Demand Registration Request, the Company shall state Holder or Holders making such in Demand Registration Request being referred to as the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein“Initiating Holders”). Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as As promptly as practicable, but not no later than sixty (60) ten days after receipt of a Demand Registration Request, the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (including the intended method of distribution) to all Holders. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such Demand Registration (together with the Initiating Holders, the “Participating Holders”) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holders) within 60 days after the receipt by the Holder of the Demand Exercise Notice (subjector 30 days if, howeverat the request of the Initiating Holders, the Company states in such Demand Exercise Notice or gives telephonic notice to the Company’s independent auditors providing any required consentall Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form F-3). (iii) The Company shall, as expeditiously as possible but subject to Section 2.1(b), and shall use its commercially reasonable best efforts to cause (x) effect such registration statement to be declared effective under the Securities Act as promptly as practicable after of the filing thereofRegistrable Securities which the Company has been so requested by the Participating Holders to register, for distribution in accordance with the intended method of distribution specified by the Initiating Holders and (y) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (b) Notwithstanding anything to the foregoingcontrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration statement pursuant to Section 2.1(a)(i) to be filed, or to be declared effective, within 90 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act (excluding any registration on Form F-4 or Form S-8 (or otherwise in connection with any employee benefits plan) or any “shelf” registration) or, in either case, within any longer period of time, subject to the Company’s compliance with Section 4.8, during which the Company may be restricted from filing or having declared effective a registration statement or the Participating Holders may be restricted from selling any of their Registrable Securities; (ii) if the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (a “Valid Business Reason”), the Company may postpone filing, or may withdraw, or not seek to bring effective, a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than 90 days, in the aggregate, in any period of 365 consecutive days (such period of postponement or withdrawal under this clause (ii), the “Postponement Period”); and the Company shall give notice to the relevant Participating Holders of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; and (iii) the Company shall not be required to effect a Demand Registration unless the Registrable Securities to be included in such registration either (A) have an aggregate anticipated offering price of at least $20 million (based on the then-current market price of the Common Shares) or (B) consist of all remaining Registrable Securities held by the relevant Initiating Holders. If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (b)(ii) of this Section, the Company shall not, during the period of postponement or withdrawal, register any equity security of the Company, other than (x) pursuant to a registration statement related to the Valid Business Reason contemplated by the Company’s notice to the relevant Participating Holders of its determination to postpone or withdraw a registration statement or (y) pursuant to a registration statement on Form F-4 or Form S-8 (or otherwise in connection with any employee benefits plan). Each Participating Holder agrees that, upon receiving notice from the Company that the Company has withdrawn any registration statement pursuant to clause (b)(ii) of this Section, it will (x) discontinue its disposition of Registrable Securities pursuant to such registration statement and (y) if so directed by the Company, deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, in its possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the notice notifying the relevant Participating Holders of the postponement or withdrawal), use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i): (i) authorized but unissued Common Shares; (ii) Common Shares held by the Company as treasury shares; and (iii) any other Common Shares which are requested to be included in such registration pursuant to a request the exercise of a Holder under piggyback rights granted by the Company which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Section 2: Agreement (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below“Additional Piggyback Rights”), ; provided, however, that such inclusion shall be permitted only to the Company extent that it is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant and subject to Section 3 hereofthe terms of the underwriting agreement or arrangements, if any, entered into by the relevant Participating Holders. (cd) If With respect to any Demand Registration, the Company Initiating Holders shall furnish have the right to designate the lead managing underwriter in connection with such Holders a letter signed by the Chief Executive Officer of the Company stating registration and each other managing underwriter for such registration, provided that in the good faith judgment of no such managing underwriter shall be reasonably objectionable to the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registrations. (a) Following If the Closing Company shall receive from any Holder or group of Holders holding at least 25% of the IPOthen outstanding Registrable Securities, but subject to at any time after the terms closing of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)the Merger, a Holder may written request that the Company register under file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the Securities Act all or any portion registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five days of the Registrable Securities held by such Holderreceipt thereof, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, give written notice (the Company shall within seven (7“Demand Exercise Notice”) days deliver notice of such request to all Holders (the “Demand Notice”)other Holders, if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering subject to the extent provided herein. Subject to the provisions limitations of this Section 3(b) below2.1, the Company will use its reasonable best efforts to file a registration statement effect, as promptly soon as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the filing thereof. (bCompany is then eligible to use such a registration) Notwithstanding of all Registrable Securities that the foregoingHolders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be required obligated to take any action to effect registration pursuant to a request of a Holder under this Section 2: any Demand Registration: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) starting with the date 15 days before the Company’s prior to its good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effectedof, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) ending on a date 90 days following after the effective date of, a Company-initiated registration or (other than a registration relating solely to the sale of securities to employees of the Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant stock option, stock purchase or similar plan or to Section 3 hereof.an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (cii) If where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $50,000,000 or the aggregate shares represent at least 5.0% of the Company Shares outstanding as of the Closing of the Merger; (iii) if the Company shall furnish to such Holders a letter certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s Board of Directors a Potential Material Event best interests (as defined below) has occurred (in either case, a “Management LetterValid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iii) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) of this Section 2.1(a), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company’s obligation expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration (whether pursuant to clause (iii) of this Section 2.1(a) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and such registration shall not be withdrawn or postponed pursuant to clause (iii) of this Section 2.1(a). (i) The Company, subject to Sections 2.3 and 2.7, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities, which shall have made a written request to the Company for inclusion in such registration pursuant to Section 2.2 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within 30 days after the receipt of the Demand Exercise Notice (or 15 days if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under Section 2(cthe Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) shall be deferred from of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “Partner Distribution”) and (y) if requested by the Majority Participating Holders, obtain acceleration of the effective date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration. (iii) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial registration has been declared effective statement, or revise such disclosure or language if deemed necessary or advisable by such Holder, including filing a prospectus supplement naming the Holders, partners, members and shareholders to the extent required by law, to effect such Partner Distribution. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Commission and Initiating Holder(s), the shares have been registered Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for tradesuch underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) Following the Closing of the IPO, but From time to time and subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)limitations set forth herein, a after the date hereof each Holder may request in writing (a “Demand Request”) that the Company register under effect the Securities Act registration or listing of all or any a portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven ’s Stockholder Group (7) days deliver notice of such request to all Holders (the a “Demand NoticeRegistration”), if any, who . Each Demand Request shall then have seven (7) days to notify specify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder number of Registrable Securities to participate in such registration be registered. The Company shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering file as expeditiously as reasonably possible a Registration Statement relating to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice Registration (subject, however, to the Company’s independent auditors providing any required consent), a “Demand Registration Statement”) and shall use its reasonable best efforts to cause effect such registration statement to be declared effective under applicable Law in the Securities Act as promptly as practicable after the filing thereofform of an Underwritten Offering. (b) Notwithstanding the foregoing, In no event shall the Company shall not be required to effect registration pursuant to and complete (i) more than three (3) Demand Registrations requested by Kingsland, (ii) more than three (3) Demand Registrations requested by NewCo and (iii) more than three (3) Demand Registrations requested by United (or a United Designee); provided that a request for registration will not count for the purposes of this limitation if (A) prior to the sale of at least 80% of the Registrable Securities included in the registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Applicable Regulator or other Governmental Authority or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved within 30 days of the date of such order or (B) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of acts or omissions of the Holder under this Section 2: making the Demand Request), (iiv) more than two (2) times for each of the Kibbutz and Tene separately, Demand Registrations in any twelve (ii12) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offeringmonth period, or (ivv) if any Demand Registration that would register in the Initiating Holder proposes to dispose aggregate less than $50.0 million of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofthe capital stock of the Company. (c) If Promptly upon receipt of any request for a Demand Registration pursuant to Section 2.1(a) (but in no event more than ten (10) business days thereafter), the Company shall furnish deliver a written notice of any such registration request specifying the number of Registrable Securities requested to be registered and the intended method of distribution of the Registrable Securities (a “Demand Notice”) to all other Holders of Registrable Securities, and the Company shall include in such Demand Registration all additional Registrable Securities of other Holders with respect to which the Company has received written requests for inclusion therein within 20 days after the date on which the Demand Notice has been delivered. All requests made pursuant to this Section 2.1(c) shall specify the class and aggregate amount of Registrable Securities to be registered. (d) If the filing, initial effectiveness, publication or continued use of a letter signed by Demand Registration Statement at any time would require the Chief Executive Officer Company to make an Adverse Disclosure or to utilize financial statements that in the opinion of the independent public accountants of the Company stating do not comply with applicable Law, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing, publication or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided that in the good faith judgment case of an Adverse Disclosure such Demand Suspensions shall not extend for more than 90 days in any twelve-month period. In the case of a Demand Suspension, the Holders agree to suspend use of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”)applicable Prospectus in connection with any sale or purchase, the Company’s obligation or offer to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of sell or purchase, Registrable Securities, upon receipt of the Management Letter until such notice referred to above. The Company shall immediately (i) notify the Holders receive written notice from upon the Company that such Potential Material Event either has been disclosed termination of any Demand Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and (iii) furnish to the public Holders such numbers of copies of the Prospectus as so amended or no longer constitutes a Potential Material Eventsupplemented as the Holders may reasonably request. (e) The Company shall have the right to select the underwriters to administer any Demand Offering, such period subject to the approval of the Holder who initiated the offering or submitted the Demand Request (which approval shall not to exceed sixty be unreasonably withheld or delayed), as applicable. (60f) days, and Notwithstanding any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under provisions of this Section 2 until 2.1 to the contrary, any registration statement relating of the Registrable Securities of United (or a United Designee) or NewCo, as the case may be, effected in connection with the delivery of Registrable Securities pursuant to such registration has been declared effective Section 2.8 of the NewCo Loan Agreement or Section 2.4(b)(ii)(1) or (2) of the SAR shall not constitute the use a Demand Registration by the Commission and the shares have been registered United (or a United Designee) or NewCo for tradeany purposes hereunder.

Demand Registrations. (a) Following (i) Subject to Sections 2.1(b) and 2.3, at any time and from time to time, for so long as the Closing THL Party or the Advent Party owns at least 5% of the IPOoutstanding Registrable Securities of the Company, but subject such party shall have the right to require the Company to file one or more registration statements under the Securities Act covering all or any part of its Registrable Securities by delivering a written request therefor to the terms Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution therefor (a “Demand Registration Request”). The registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such demand for registration being referred to as the “lock-up agreement” entered into with an underwriter (unless waived by such underwriterInitiating Holders”), a Holder . Any Demand Registration Request may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holderon an appropriate form, having including a shelf registration statement, and, if the Company is a WKSI, an anticipated aggregate offering price, net of Selling Expenses, of not less automatic shelf registration statement. No later than US$5,000,000. Upon five Business Days after receipt of such requesta Demand Registration Request, the Company shall within seven (7) days deliver give written notice of such request to all Holders (the “Demand Exercise Notice”)) of such Demand Registration Request to each other Holder. (ii) The Company, if anysubject to Sections 2.3 and 2.6, who shall then include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder which shall have seven (7) days made a written request to notify the Company in writing of their desire to be included for inclusion in such registration. If registration pursuant to Section 2.2 (which request shall specify the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder maximum number of Registrable Securities intended to participate in be disposed of by such registration shall be conditioned upon their participation in such underwritten public offering and Participating Holder) within five days after the inclusion receipt of their Registrable Securities in the underwritten public offering Demand Exercise Notice. (iii) The Company shall, subject to the extent provided herein. Subject to the provisions of Section 3(b) below2.1(b), the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not (x) no later than sixty (60) 30 days after following receipt of a Demand Registration Request, file with the SEC and, within 60 days of such Demand Notice (subjectfiling, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective such registration under the Securities Act as promptly as practicable after (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the filing thereofSecurities Act if so requested) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “Partner Distribution”) and (y) if requested by the Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (iv) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect or considering a Partner Distribution, file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder to effect such Partner Distribution. (b) Notwithstanding anything to the foregoingcontrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) are subject to the following limitations: (i) (x) the Company shall not be required to effect more than one Demand Registration pursuant to Section 2.1(a)(i)(y) in any nine month period from the THL Party (it being understood that a registration pursuant to a request Piggyback Request (as defined in Section 2.2) by the THL Party shall not constitute a Demand Registration for the purposes of a Holder under this Section 2: 2.1(b)(i)) and (iy) the Company shall not be required to effect more than two one Demand Registration pursuant to Section 2.1(a)(i)(y) in any nine month period from the Advent Party (2) times it being understood that a registration pursuant to a Piggyback Request by the Advent Party shall not constitute a Demand Registration for each the purposes of the Kibbutz and Tene separately, this Section 2.1(b)(i)); (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing each registration in respect of a Company-initiated Demand Registration Request made by an Initiating Holder must include, in the aggregate (based on the Common Stock included in such registration or Company Underwritten Offering (as defined belowby all Holders participating in such registration), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed shares of Common Stock having an aggregate market value of at least $25 million; and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose Board, in its good faith judgment, determines that any registration of Registrable Securities that should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the Company or any of its subsidiaries or because the Company does not yet have appropriate financial statements of acquired or to be acquired entities available for filing (in each case, a “Valid Business Reason”), then (x) the Company may be immediately registered on Form F-3 pursuant postpone filing a registration statement relating to a request made pursuant Demand Registration Request until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 45 days after the date the Board determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to Section 3 hereof. (c) If a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company shall furnish may, to such Holders a letter signed by the Chief Executive Officer of the Company stating that extent determined in the good faith judgment of the Company’s Board to be reasonably necessary to avoid interference with any of Directors the transactions described above, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 45 days after the date the Board determines a Potential Material Event Valid Business Reason exists (as defined below) has occurred such period of postponement or withdrawal under this clause (a “Management Letter”iv), the “Postponement Period”). The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, together with a certificate of such determination signed by the Chief Executive Officer or Chief Financial Officer of the Company’s obligation , in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until 12 months after the expiration of such Postponement Period. If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (x) above, the Company shall not, during the Postponement Period, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw, terminate or postpone amending or supplementing any registration statement pursuant to clause (x) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (iii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 45 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and such registration under shall not be withdrawn or postponed pursuant to clause (x) above, of this Section 2(c2.1(b). (c) In connection with any Demand Registration, the Participating Holder holding the highest percentage of the then outstanding Registrable Securities at the time of the Demand Registration Request shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such underwritten offering; provided that in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed. (d) The obligation to effect a Demand Registration as described in this Section 2.1 shall be deferred from deemed satisfied only when a registration statement covering the date of receipt applicable Registrable Securities shall have become effective (unless, after effectiveness, the registration statement becomes subject to any stop order, injunction or other order of the Management Letter until SEC or other governmental agency, in which case the obligation shall not be deemed satisfied) and, if the method of disposition is a firm commitment underwritten public offering, all such Holders receive written notice from Registrable Securities have been sold pursuant thereto. (e) In the event that the Company that files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Demand Registration Request and such Potential Material Event either has been disclosed to registration becomes effective (such registration statement, a “Shelf Registration Statement”), the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods Initiating Holders with respect to filing such Demand Registration Request shall have the right at any time or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating from time to time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect and only if the method of distribution set forth in the shelf registration allows for sales pursuant to an underwritten offering. The Initiating Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Securities that the Initiating Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to each other Holder. The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Initiating Holders and (y) the Shelf Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) pursuant to a Shelf Underwriting Notice within seven days after the receipt of such notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if the THL Party or the Advent Party wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then such Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the THL Party or the Advent Party that did not initiate the Block Trade. Such Holder must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including cooperating with the Participating Holders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three Business Days after the date it commences), provided that the Holder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. For the avoidance of doubt, the Management Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Block Trade. The Company shall, at the request of the Holder initiating the Block Trade, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement (as defined in Section 2.4), any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Holder initiating the Block Trade to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective by effective, the Commission THL Party and the Advent Party may request, and the Company shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2.1(e), each Shelf Underwriting must include, in the aggregate (based on the Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares have been registered for tradeof Common Stock having an aggregate market value of at least $25 million.

Demand Registrations. (a) Following the Closing of the IPO, but subject Subject to the terms of this Agreement, the Required Holders may, at any “lock-up agreement” entered into with an underwriter time on or after the Effective Date, request (unless waived by any such underwriter)request, a Holder may request that “Demand Registration Request”) registration with the Company register under the Securities Act SEC of all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net and/or the filing of Selling Expenses, a prospectus to distribute all or any portion of not less than US$5,000,000the Registrable Securities under applicable Canadian Securities Laws (as set forth in the Demand Registration Request). Upon receipt of such request, the The Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”)prepare and, if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly soon as practicable, but not in no event later than sixty (60) days after the Demand Registration Filing Deadline, file a Registration Statement with the SEC and/or the Canadian Securities Regulatory Authorities, as applicable, and the Company shall include in such Registration Statement all Registrable Securities set forth in such Demand Notice (subject, however, Registration Request. All registrations requested pursuant to the Company’s independent auditors providing any required consentthis Section 2(a) and Section 2(b) below are referred to herein as “Demand Registrations.” Subject to Section 2(b), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required obligated to effect registration pursuant to a request of a Holder under this Section 2: (i) more than four (4) Demand Registrations in the aggregate, (ii) more than two (2) times for each of the Kibbutz and Tene separately, Demand Registrations within any twelve (ii12) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereofmonth period, (iii) during a Demand Registration within forty-five (45) calendar days of any final prospectus previously filed by the period Company in respect of an underwritten public offering; provided that is one hundred and eighty (180) days following the effective date ofCompany complied with its obligations hereunder in respect of such underwritten public offering, a Company-initiated registration or Company Underwritten Offering, or (iv) if a Demand Registration for an underwritten public offering if, at the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to time a request made pursuant to Section 3 hereof. (c) If Demand Registration Request is received by the Company, the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that is currently in the good faith judgment process of the Company’s Board of Directors a Potential Material Event Proposed Registration or Piggyback Shelf Offering (each, as defined below) has occurred for an underwritten public offering for which a Piggyback Notice or Piggyback Shelf Offering Notice (each, as defined below) will be sent to Investors pursuant to Section 3(a) or Section 3(d), or (v) a Demand Registration unless the registration would reasonably be expected to result in aggregate gross proceeds of at least $50 million to the Investors (collectively, the “Demand Registration Limitations”); provided, that a Demand Registration relating to a concurrent registration in Canada and the United States at such time as the Company is eligible to file a Registration Statement in the United States pursuant to the U.S.-Canada Multijurisdictional Disclosure System shall be deemed to constitute only one Demand Registration. Notwithstanding the foregoing or anything else to the contrary contained herein, (A) the Company shall not be obligated to effect registration of any of the Registrable Securities under Canadian Securities Laws except for purposes of a “Management Letter”), the Company’s obligation distribution” pursuant to use its reasonable best efforts to effect such registration under Section 2(cCanadian Securities Laws or as otherwise permissible thereunder; (B) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed shall not be obligated to the public file any additional Registration Statement or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and effect any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration Demand Registration under this Section 2 2(a) at any time that it has filed a Shelf Registration Statement pursuant to which such Demand Registration may be effected as a Shelf Takedown; and (C) a Demand Registration shall not be counted as “effected” for purposes of this Section 2(a) (including the Demand Registration Limitations) until such time as the registration statement relating to such registration applicable Registration Statement has been declared effective by the Commission and SEC (to the shares extent such Registration Statement is not automatically effective upon filing) or becomes effective under Canadian Securities Laws, as applicable, unless, in the case of an underwritten public offering, the Required Holders that submitted such Demand Registration Request have withdrawn such request for such Demand Registration at any time after an underwriting agreement has been registered executed with respect thereto, in which case such withdrawn Registration Statement shall be counted as “effected” for tradepurposes of this Section 2(a).

Demand Registrations. (a) Following At any time and from time to time following the date that is *** months after the Closing of Date, the IPO, but subject Investors may require EchoStar to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), file a Holder may request that the Company register registration statement under the Securities Act in respect of all or any a portion of the Registrable Securities held by delivering to the Issuers written notice stating that such Holderright is being exercised, having an anticipated aggregate offering price, net specifying the number of Selling Expenses, shares of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire Registrable Securities to be included in such registrationregistration (the shares subject to such request, the “Demand Shares”) and describing the intended method of distribution thereof, which *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. If Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for registration contemplates confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. may include an underwritten public offering (a “Demand Request”). Upon receiving a Demand Request, subject in all cases to Section 3.4 of this Agreement, EchoStar shall (i) use its commercially reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as it may reasonably deem appropriate providing for the registration of the sale of such Demand Shares pursuant to the intended method of distribution; provided that, in the case of an initial underwritten offering, the Company shall state such Demand Shares are reasonably expected to have an aggregate market value of at least ***, and in the written notice and in such event the right case of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such additional underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) belowoffering, the Company will Demand Shares are reasonably expected to have an aggregate market value of at least *** (a “Demand Registration”) and (ii) after the filing of an initial version of the registration statement, use its commercially reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the date of filing thereofof such registration statement. (b) Notwithstanding Anything in this Agreement to the foregoingcontrary notwithstanding, EchoStar shall be entitled to postpone and delay, for reasonable periods of time, but in no event more than an aggregate of *** (a “Blackout Period”), the Company filing or effectiveness of any Demand Registration if EchoStar shall not be required to effect registration pursuant to a request determine that any such filing or the offering of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of any Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that would, in the good faith judgment of the Company’s Board board of Directors a Potential Material Event directors of EchoStar, (as defined belowi) has occurred materially affect in an adverse manner or materially interfere with any bona fide material financing of EchoStar or any material transaction under consideration by EchoStar or (a “Management Letter”)ii) require disclosure of material non-public information which, if disclosed at such time, would be seriously detrimental to EchoStar and its stockholders; provided, however, that EchoStar shall give written notice to the Investors of its determination to postpone or delay the filing of any Demand Registration. Upon notice by EchoStar to the Investors of any such determination, the Company’s obligation to use its reasonable best efforts to effect Investors shall keep the fact of any such registration under Section 2(c) notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or Transfer by it of any shares of the Tracking Stock for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be deferred from the date of receipt earlier terminated in writing by EchoStar) and promptly halt any use, publication, dissemination or distribution of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material EventDemand Registration, such period not to exceed sixty (60) dayseach prospectus included therein, and any time periods with respect to filing amendment or effectiveness thereof supplement thereto by it for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be tolled correspondingly. A registration earlier terminated in writing by EchoStar) and, if so directed by EchoStar, will not count as deliver to EchoStar any copies then in its possession of the prospectus covering such Registrable Securities. (c) In connection with any underwritten offering, the managing underwriter or underwriters for such Demand Registration shall be selected by the Investors; provided that such managing underwriter shall be a requested registration under nationally recognized investment banking firm and shall be reasonably acceptable to EchoStar. (d) There shall be no limit on the total number of Demand Requests that the Investors may deliver to EchoStar pursuant to this Section 2 until 4.1; provided, however, that in no event shall EchoStar be obligated to prepare, file or cause to become effective more than two Demand Registrations in any 12-month period. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the registration statement relating to such registration has been declared effective by text. Copies of the Commission and exhibit containing the shares redacted portions have been registered filed separately with the Securities and Exchange Commission subject to a request for tradeconfidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.

Demand Registrations. (a) Following If on any two occasions after the Closing date hereof, the Company shall receive from one or more Initiating Holders a written request that the Company effect the registration of such persons' Registrable Securities, or if on any one occasions after the earlier of (i) the fifth anniversary of the effective date of this Agreement or (ii) the date which is six months following the date of consummation of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), Company shall receive from one or more Initiating Management Holders a Holder may request that the Company register under effect the registration of such persons' Registrable Securities, in either case with the Registrable Securities Act all as to which registration has been requested representing at least ten percent (10%) of the Registrable Securities then outstanding or issuable (or any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities to be included in such registration would exceed $10 million), in connection with a firm commitment underwriting managed by a nationally recognized underwriter, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as are specified in such request, together with such portion of the Registrable Securities held by of any Holder or Holders joining in such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon request as are specified in a written request given within thirty days after receipt of such requestwritten notice from the Company. If the underwriter managing the offering advises the Holders who have requested inclusion of their Registrable Securities in such registration that marketing considerations require a limitation on the number of shares offered, such limitation shall be imposed first upon Holders other than the Institutional Investors and their transferees until the total of the aggregate proceeds received by all Institutional Investors and their transferees from the sale of equity securities of the Company shall within seven (7) days deliver notice to the public equals $13.0 million, second upon Holders other than the Management Investors and their transferees until the total of such request the aggregate proceeds received by all Management investors and their transferees from the sale of equity securities of the Company to the public equals $1.0 million, and thereafter pro rata among all Holders (who requested inclusion of Registrable Securities in such registration according to the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing number of their desire Registrable Securities each such Holder requested to be included in such registration. If the request for registration contemplates an underwritten public offering, Neither the Company shall state such nor any other shareholder may include shares in a registration effected under this Section 8.2 without the written notice and consent of the Holders holding a majority of the Registrable Securities sought to be included in such event registration if the right inclusion of any holder shares by the Company or the other shareholders would limit the number of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement sought to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish to such Holders a letter signed included by the Chief Executive Officer of Holders or reduce the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such offering price thereof. No registration under Section 2(c) initiated by any Holders hereunder shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 8.2 unless and until the registration statement relating to such registration has it shall have been declared effective by the Commission and the shares have been registered for tradeeffective.

Demand Registrations. (a) Following If the Closing Company shall at any time receive a Notice of Offering from any Securities Holder or Securities Holders holding a minimum of 15% of the IPORegistrable Common then outstanding (but in no event less than 3,000,000 shares (which number shall be adjusted in accordance with all splits, pro rata stock dividends or reclassifications of the Common Stock)) requesting an offering of Registrable Common under a Demand Registration Statement that has anticipated aggregate proceeds at the time of the request (net of underwriting discounts, commissions and expenses) in excess of $10,000,000 (a "Demand Registration"), the Company shall, subject to the terms and conditions hereof, be obligated to use its best efforts to facilitate such proposed offering pursuant to the terms of this Agreement. (b) Following receipt of the notice referred to in subsection 3.2(a), the Company shall promptly, but in no event later than the fifth business day following receipt of such notice, give a Notice of Offering to all Securities Holders (other than the demanding Securities Holder), which shall set forth the right of such Securities Holders to include any or all shares of Registrable Common held by such Securities Holders in the proposed offering, subject to the terms of this Agreement. (c) The Securities Holders shall be entitled to a total of five (5) Demand Registrations during the term of this Agreement; provided, however, that if the Initial Purchase Shares cannot be registered on the Shelf Registration Statement on Form S-3, the Initial Security Holder shall be entitled to two (2) additional Demand Registrations during the term of this Agreement. Notwithstanding the foregoing, no more than two of such Demand Registrations may take place in any “lock-up agreement” entered into with an underwriter twelve (unless waived by such underwriter), a Holder may request that the Company register under 12) month period. (d) If at any time any of the Securities Act all or any portion Holders of the Registrable Common covered by the Registration Statement desire to sell Registrable Common in an underwritten offering (which for purposes of this Agreement shall not be deemed to include block trades) in accordance with the limitations of subsection 3.2(a), the investment banker or investment bankers that will manage the offering will be nationally recognized underwriters selected jointly by the Company, the Security Holder initiating such underwritten offering and the Securities Holders owning a majority of the Registrable Common held by Securities Holders included in such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, and reasonably acceptable to the Company shall within seven Company. (7e) days deliver notice of such request to all Holders (If the “Demand Notice”), if any, who shall then have seven (7) days to notify lead managing underwriter advises the Company in writing (with a copy to each Securities Holder participating in an underwritten offering) on or before the date five (5) days prior to the date then scheduled for such underwritten offering that, in its opinion, the amount of their desire securities (including shares of Registrable Common) requested to be included in such registration. If underwritten offering exceeds the request for registration contemplates an underwritten public amount which can be sold in (or during the time of) such offering, the Company shall state such in the written notice and in such event the right number of any holder shares of Registrable Securities to participate in such registration Common that may be so included shall be conditioned upon their participation in allocated among all Securities Holders pro rata on the basis of the number of shares of Registrable Common held by such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subjectHolders; provided, however, that such allocation shall not operate to reduce the aggregate number of shares of Registrable Common that may be so included in such underwriting. If any Securities Holder does not request inclusion of the maximum number of shares of Registrable Common allocated to it pursuant to the Company’s independent auditors providing any required consent)above described procedure, the remaining portion of its allocation shall be reallocated among those requesting Securities Holders whose allocation did not satisfy their requests pro rata on the basis of the number of shares of Registrable Common held by such Securities Holders, and this procedure shall use its reasonable best efforts to cause such registration statement to be declared effective under repeated until all of the Securities Act as promptly as practicable after Registrable Common which may be included in the filing thereofunderwriting have been so allocated. (bf) Notwithstanding Securities Holders holding a majority of the foregoingRegistrable Common exercising a demand right for a Demand Registration under subsection 3.2(a) may withdraw the exercise of such right on behalf of all such exercising Securities Holders as a result of a material adverse change in the earnings, condition, financial or otherwise, or prospects of the Company, or a material adverse change in the market for equity securities generally by giving written notice to the Company prior to the date the Purchase Agreement for such underwritten offering is signed, and such withdrawn Demand Registration right shall not be deemed to be any of the Demand Registrations provided under Section 3.2(c); provided, however, that the Company shall not be required to effect registration deliver a Notice of Offering with respect to a renewed or new demand for an offering pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective subsection 4.2 or to cause take any other action with respect to any such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph renewed or new demand for a period of ninety (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (18090) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose any such notice of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofwithdrawal. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registrations. (a) Following Upon the Closing written request of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request Shareholder that the Company register under the Securities Act all or any portion part of the Registrable Securities held Warrant Shares then owned by such Holder, having an anticipated aggregate offering price, net the Shareholder or which the Shareholder has a right to acquire upon exercise of Selling Expenses, the Warrant (which request shall satisfy the requirements of not less than US$5,000,000. Upon receipt paragraph (c) of such requestthis Section 10.1), the Company shall within seven (7) days deliver notice of such request to shall, subject in all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject cases to the provisions of paragraph (b) of this Section 3(b) below10.1, the Company will thereupon, use its reasonable best efforts to file a registration statement cause the Warrant Shares specified in such request to be so registered as promptly soon as practicable, but not later than sixty (60) 90 days after such Demand Notice (subject, however, the date of the Shareholder's written request to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereofregister. (b) Notwithstanding The Company's obligation to register all or part of the foregoingWarrant Shares pursuant to paragraph (a) of this Section 10.1 shall in all cases be subject to the following limitations and qualifications: (i) The Company shall (x) be required to effect only one such registration if such registration is ordered or declared effective and (y) not be obligated to file a registration statement at any time if a special audit of the Company would be required by the rules and regulations of the Securities and Exchange Commission (the "Commission") in connection therewith; and (ii) The Company shall be entitled to postpone for a reasonable period of time not to exceed 90 days the filing of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a request for registration, the Company determines, in its reasonable judgment, that such registration would materially interfere with any financing, acquisition, corporate reorganization or other material transaction then being contemplated by its Board of Directors, involving the Company, and promptly gives the Shareholder written notice of such determination and the reasons therefor, provided that the Company shall not be required to effect registration pursuant to a request of a Holder under defer its obligations in this Section 2: (i) manner more than two (2) times for each of the Kibbutz twice in any twelve month period and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall furnish not defer its obligations until 90 days have expired after any prior deferral. In such event, the Shareholder shall have the right to such Holders a letter signed withdraw the request for registration by the Chief Executive Officer of giving written notice to the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of within 30 days after receipt of the Management Letter until notice of postponement (and, in the event of such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Eventwithdrawal, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof request shall be tolled correspondingly. A ignored for purposes of counting the demand registration will not count as a requested registration under to which the Shareholder is entitled pursuant to this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradeparagraph (b)).

Demand Registrations. (a) Following At any time after the Closing date hereof, a Majority Interest of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder Investors may request that notify the Company register under the Securities Act that they intend to offer or cause to be offered for public sale all or any portion of the their Registrable Securities held by such Holder, having an anticipated aggregate (representing offering price, net of Selling Expenses, of proceeds aggregating not less than US$5,000,000$10 million) in the manner specified in such request. Upon receipt of such request, the Company shall within seven (7) days promptly deliver notice of such request to all Holders (the “Demand Notice”), if any, Persons holding Registrable Securities who shall then have seven thirty (730) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the The Company will use its reasonable best efforts to file a expeditiously effect the registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause of all Registrable Securities whose holders request participation in such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoingand to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) 2 more than two (2) times for each the holders of the Kibbutz Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, assuming that the Company is actively employing reasonable best efforts to cause files such registration statement to be filed and to become effective or to cause within seventy-five (75) days of its receipt of such Company Underwritten Offering to be effectedrequest, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s 's registration obligations under this Section 5 hereof, (iii) during the period that is 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred and eighty (180) days following after the effective date ofof such registration statement. In addition, a Company-initiated the Company may postpone the filing or the effectiveness of any registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 statement pursuant to this Section 2 for a request made pursuant to Section 3 hereof. reasonable time period, provided that such postponements shall not exceed one hundred twenty (c120) If days in the aggregate during any twelve (12) month period, if (i) the Company shall furnish to has been advised by legal counsel that such Holders filing or effectiveness would require disclosure of a letter signed by material financing, acquisition or other corporate transaction or development, and the Chief Executive Officer Board of Directors of the Company stating determines in good faith that such disclosure is not in the good faith judgment best interests of the Company’s Company and its stockholders or (ii) the Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company determines in good faith that such Potential Material Event either has been disclosed to the public there is a valid business purpose or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to reason for delaying filing or effectiveness thereof shall be tolled correspondinglyeffectiveness. A registration will not count as a requested registration under this Section 2 2(a) until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating holders; provided, however, that, if a Majority Interest of the participating holders of Registrable Securities shall request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein. (b) If a requested registration pursuant to Section 2(a) involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any other Persons (other than the Investors holding Registrable Securities) not having either registration rights or contractual, incidental "piggy back" rights to include such securities in the registration statement, (ii) second, shares sought to be registered by the Company, and (iii) third, Registrable Securities, it being understood that no shares shall be registered for the account of the Company or any shareholder other than the Investors unless all Registrable Securities for which Investors have requested registration have been registered registered. If there is a reduction of the number of Registrable Securities pursuant to clauses (i) or (iii), such reduction shall be made on a pro rata basis (based upon the aggregate number of shares of Registrable Securities held by the holders in each tranche and subject to the priorities set forth in the preceding sentence). (c) With respect to a request for traderegistration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the Investors holding not less than a Majority Interest of the Registrable Securities to be sold in such offering, subject to the Company's consent, which consent shall not be unreasonably withheld. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within one hundred eighty (180) days following the effective date of any registration required pursuant to this Section 2 or such lesser period as may be consented to by the managing underwriter.

Demand Registrations. (a) Following Subject to the Closing terms and conditions hereof, if the Company has failed to comply with its obligations under Section 2.1 (other than due to a material breach by a Holder of this Agreement), it being noted for the avoidance of doubt that any such failure shall not be deemed cured as a result of the IPOCompany’s compliance with this Section 2.2, but the Demand Shareholder(s) (whether singular or plural, referred to herein as “Requesting Shareholders”) shall be entitled to make no more than (A) three written requests under this Section 2.2 and Section 2.1 in the aggregate in any twelve-month period and (B) six written requests under this Section 2.2 and Section 2.1 in the aggregate, of the Company (each, a “Demand”) for registration under the Securities Act of an amount of Registrable Securities then held by such Requesting Shareholders that equals or is greater than the Registrable Amount (a “Demand Registration,” and such registration statement, a “Demand Registration Statement”). Thereupon, the Company shall, subject to the terms of any “lock-up agreement” entered into with an underwriter this Agreement, file the Demand Registration Statement no later than thirty (unless waived by such underwriter), 30) calendar days after receipt of a Holder may request that Demand and shall use its commercially reasonable efforts to effect the Company register registration as promptly as practicable under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Requesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand; (ii) all or other Registrable Securities which the Company has been requested to register pursuant to Section 2.2(b), but subject to Section 2.2(g); and (iii) all shares of Common Stock which the Company may elect to register in connection with any portion offering of Registrable Securities pursuant to this Section 2.2, but subject to Section 2.2(g); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities held by and the additional shares of Common Stock, if any, to be so registered. (b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such HolderDemand Registration, having an anticipated aggregate offering price(ii) the intended method of disposition in connection with such Demand Registration, net to the extent then known, and (iii) the identity of Selling Expenses, of not less than US$5,000,000the Requesting Shareholder(s). Upon Within three calendar days after receipt of such requesta Demand, the Company shall within seven (7) days deliver give written notice of such request Demand to all other Holders. The Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within five calendar days after the Company’s notice required by this paragraph has been given, provided that if such five-day period ends on a day that is not a Business Day, such period shall be deemed to end on the next succeeding Business Day. Each such written request shall comply with the requirements of a Demand as set forth in this Section 2.2(b). (c) A Demand shall not be deemed to have been made and shall not count for purposes of the limitation on Demands in Section 2.2(a) (i) unless the Demand Registration Statement with respect thereto has become effective and has remained effective for a period of at least 105 calendar days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold or otherwise disposed of thereunder (provided, that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such registration statement at the request of the Company or the lead managing underwriter(s) pursuant to the provisions of this Agreement) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to 105 calendar days after effectiveness, to any stop order, injunction, or other order or requirement of the “Commission or other Governmental Entity, other than by reason of any act or omission by the applicable Selling Shareholders (as defined below). (d) Demand Notice”Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Requesting Shareholders. (e) The Company shall not be obligated to (i) subject to Section 2.2(c), if any, who shall then have seven maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration for a period longer than 105 calendar days or (7ii) effect any Demand Registration (A) within 90 calendar days of a “firm commitment” Underwritten Offering in which all Demand Shareholders were offered “piggyback” rights pursuant to notify Section 2.3 (subject to Section 2.3(b)) and at least 50% of the Company in writing number of their desire Registrable Securities requested by such Demand Shareholders to be included in such registrationDemand Registration were included, (B) within 90 calendar days of the completion of any other Underwritten Offering (including, for the avoidance of doubt, an Underwritten Offering pursuant to a Demand Registration) by the Company, a Holder or an Amazon Holder, or any shorter period during which the Company has agreed not to effect a registration or public offering of securities (in each case only to the extent that the Company has undertaken contractually to the underwriters of such Underwritten Offering not to effect any registration or public offering of securities), or (C) if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited or other required financial statements of the Company or any other Person; provided, that the Company shall use its commercially reasonable efforts to obtain such financial statements as promptly as practicable. (f) The Company shall be entitled to (i) postpone (upon written notice to the Requesting Shareholders) the filing or the effectiveness of a registration statement for any Demand Registration and (ii) suspend the use of the prospectus forming part of any registration statement, in each case in the event of a Blackout Period until the expiration of the applicable Blackout Period. If In the request for registration contemplates an underwritten public offeringevent of a Blackout Period, the Company shall state such deliver to the Holders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that the conditions described in the written definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to such Holders of any such determination, each such Holder covenants that, subject to Applicable Law, it shall keep the fact of any such notice strictly confidential, and in such event the right case of a Blackout Period pursuant to clause (y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any holder of Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company). (g) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) good faith opinion, the inclusion of all of the securities sought to participate be registered in connection with such Demand Registration would adversely affect the success thereof, then the Company shall include in such registration shall statement only such securities as the Company is advised by such lead managing underwriter(s) can be conditioned upon their participation in sold without such underwritten public offering adverse effect as follows and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions following order of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2priority: (i) more than two (2) times for each first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Demand Shareholders, which, in the opinion of the Kibbutz and Tene separatelylead managing underwriter(s), can be sold without adversely affecting the success thereof, pro rata among such Demand Shareholders on the basis of the number of such Registrable Securities requested to be included by such Demand Shareholders; (ii) during the period that is thirty (30) days before the Company’s good faith estimate second, Equity Securities of the date Company held by Amazon Holders that are of filing of a Company-initiated registration the same class or Company Underwritten Offering (series as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement Registrable Securities to be filed and sold who properly requested to become effective or include such securities in such offering pursuant to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, Amazon Transaction Agreement; (iii) during the period that is one hundred and eighty (180) days following the effective date ofthird, a Company-initiated pro rata number of shares of Common Stock to consist of (y) Registrable Securities of Holders other than the Demand Shareholders, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Holders, and (z) shares of Common Stock held by Other Demanding Sellers having rights of registration or on parity with the Piggyback Sellers with respect to such offering (in each case, based on the number of shares of Common Stock properly requested to be included in such offering); and (iv) fourth, securities the Company proposes to sell. (h) Any time that a Demand Registration involves an Underwritten Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or (ivco-lead) if and underwriters with respect to the Initiating Holder proposes to dispose offering of such Registrable Securities Securities; provided, that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (csuch investment banker(s) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(cand manager(s) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from reasonably acceptable to the Company that (such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period acceptance not to exceed sixty (60) daysbe unreasonably withheld, and any time periods with respect to filing conditioned, or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradedelayed).

Demand Registrations. (a) Following At any time after August 1, 2001, the Closing holders of a majority of the IPO, but subject Registrable Securities shall be entitled to the terms of any “lock-up agreement” entered into with an underwriter request registration (unless waived by such underwriter), a Holder may request that the Company register "Demand Request") under the Securities Act of 1933, as amended (the "Securities Act") of all or any portion of the their Registrable Securities. Registrable Securities held by such Holdermeans any Common Share or other securities issued or issuable under this Warrant. For purposes of this Warrant, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire a Person will be deemed to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities whenever such Person has the right to participate acquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. As to any particular securities constituting Registrable Securities, such securities will cease to be Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act. Under this Article 6, a Person is any individual or entity. A registration requested pursuant to this Section 6.1(a) is referred to in this Article 6 as a Demand Registration. The Demand Request shall specify the approximate number and type of Registrable Securities requested to be registered and the intended method of distribution thereof (which may include an underwritten registration on a firm commitment basis). Within ten days after receipt of a Demand Request, Stores shall give written notice of such requested registration to each other holder of Registrable Securities and shall include in such registration shall be conditioned upon their participation in such underwritten public offering all Registrable Securities with respect to which Stores has received written requests for inclusion therein and the inclusion intended method of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) distribution thereof within 30 days after such the receipt by Stores of the Demand Notice (subjectRequest; provided, however, that in no event will Stores be required to file the Company’s independent auditors providing any required consent)first Demand Registration prior to September 10, and 2001. (b) The holders of the Registrable Securities as a group shall use its reasonable best efforts be entitled to cause such request two Demand Registrations. A registration statement to be declared shall not count as a Demand Registration until it has become effective under the Securities Act as promptly as practicable after and any blue sky laws of any applicable state and remains so effective until the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request earlier of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separatelydate all Registrable Securities included therein have been sold pursuant thereto, or (ii) during the period that is thirty (30) days before the Company’s good faith estimate so long as at least 75% of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below)Registrable Securities included therein have been sold, provided, however, that the Company is actively employing reasonable best efforts to cause time periods for which such registration statement is required to be filed and to become maintained as effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof6.6(b) have expired, (iii) during unless such registration statement is withdrawn at the period that is one hundred and eighty (180) days following request of the effective date of, holders of a Company-initiated registration or Company Underwritten Offering, or (iv) if majority of the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to included therein (other than a request made pursuant to withdrawal described in Section 3 hereof6.1(d)). (c) If All Registrable Securities requested to be included in a Demand Registration shall be included unless the Company shall furnish offering is to such Holders a letter signed by be underwritten and the Chief Executive Officer managing underwriters advise Stores in writing that all of the Company stating that in Registrable Securities requested to be included may not be sold without adversely affecting the good faith judgment marketability of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”)offering. In such case, the Company’s obligation to use its reasonable best efforts to effect number of such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.Registrable

Demand Registrations. (a) Following Subject to the Closing terms and conditions hereof, solely during any period that the Company is then ineligible under Applicable Law to register Registrable Securities on a registration statement on Form S-3 or any successor form thereto (“Form S-3”), or if the Company is so eligible but has failed to comply with its obligations under Section ‎6.3, any Demand Shareholder(s) (whether singular or plural, referred to herein as “Requesting Shareholders”) shall be entitled to make no more than four (4) written requests of the IPOCompany (each, but a “Demand”) for registration under the Securities Act of an amount of Registrable Securities then held by such Requesting Shareholders that equals or is greater than the Registrable Amount (a “Demand Registration,” and such registration statement, a “Demand Registration Statement”), the first two (2) of which will be at the Company’s sole expense and the second two (2) of which the Requesting Shareholders will pay the reasonable out-of-pocket expenses of the Company in connection therewith. Thereupon, the Company shall, subject to the terms of any “lock-up agreement” entered into with an underwriter this Agreement, file the registration statement no later than thirty (unless waived by such underwriter), 30) days after receipt of a Holder may request that Demand and shall use its commercially reasonable efforts to effect the Company register registration as promptly as practicable under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Requesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand; (ii) all or other Registrable Securities which the Company has been requested to register pursuant to Section 6.1(b), but subject to Section 6.1(g); and (iii) all shares of Common Stock which the Company may elect to register in connection with any portion offering of Registrable Securities pursuant to this Section 6.1, but subject to Section 6.1(g); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities held by and the additional shares of Common Stock, if any, to be so registered. (b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such HolderDemand Registration, having an anticipated aggregate offering price(ii) the intended method of disposition in connection with such Demand Registration, net to the extent then known, and (iii) the identity of Selling Expenses, of not less than US$5,000,000the Requesting Shareholder(s). Upon Within five (5) days after receipt of such requesta Demand, the Company shall within seven (7) days deliver give written notice of such request Demand to all Holders other holders of Registrable Securities. The Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within five (5) days after the “Company’s notice required by this paragraph has been given, provided that if such five (5)-day period ends on a day that is not a Business Day, such period shall be deemed to end on the next succeeding Business Day. Each such written request shall comply with the requirements of a Demand Notice”as set forth in this Section 6.1(b). (c) A Demand shall not be deemed to have been made and shall not count for purposes of the limitation on Demands in Section ‎6.1(a) (i) unless the Demand Registration Statement with respect thereto has become effective and has remained effective for a period of at least one hundred five (105) days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold or otherwise disposed of thereunder (provided, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such registration statement at the request of the Company or the lead managing underwriter(s) pursuant to the provisions of this Agreement) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred five (105) days after effectiveness, to any stop order, injunction, or other order or requirement of the Commission or other Governmental Entity, other than by reason of any act or omission by the applicable Selling Shareholders. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Requesting Shareholders. (e) The Company shall not be obligated to (i) subject to Section 6.1‎(c), if any, who shall then have seven maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration for a period longer than one hundred five (7105) days or (ii) effect any Demand Registration (A) within ninety (90) days of a “firm commitment” Underwritten Offering in which all Demand Shareholders were offered “piggyback” rights pursuant to notify Section 6.2 (subject to Section 6.2(b)) and at least fifty percent (50%) of the Company in writing number of their desire Registrable Securities requested by such Demand Shareholders to be included in such registration. If Demand Registration were included, (B) within ninety (90) days of the request completion of any other Demand Registration (including, for the avoidance of doubt, any Underwritten Offering pursuant to any Shelf Registration Statement), (C) within ninety (90) days of the completion of any other Underwritten Offering by the Company or any shorter period during which the Company has agreed not to effect a registration contemplates an underwritten or public offeringoffering of securities (in each case only to the extent that the Company has undertaken contractually to the underwriters of such Underwritten Offering not to effect any registration or public offering of securities), or (D) if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited or other required financial statements of the Company or any other Person; provided, that the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b(I) below, the Company will use its commercially reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after obtain such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act financial statements as promptly as practicable after and (II) shall be liable for and promptly indemnify Amazon for all Losses incurred by Amazon or its Affiliates that arise out of or relate to the filing thereofunavailability of such financial statements. (bf) Notwithstanding The Company shall be entitled to (i) postpone (upon written notice to the foregoingDemand Shareholders) the filing or the effectiveness of a registration statement for any Demand Registration, (ii) cause any Demand Registration Statement to be withdrawn and its effectiveness terminated, and (iii) suspend the use of the prospectus forming part of any registration statement, in each case during a period outside of a Trading Window until the commencement of a Trading Window. (g) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) good faith opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the success thereof, then the Company shall not include in such registration statement only such securities as the Company is advised by such lead managing underwriter(s) can be required to sold without such adverse effect registration pursuant to a request as follows and in the following order of a Holder under this Section 2priority: (i) more than two (2) times for each first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Demand Shareholders, which, in the opinion of the Kibbutz and Tene separatelylead managing underwriter(s), can be sold without adversely affecting the success thereof, pro rata among such Demand Shareholders on the basis of the number of such Registrable Securities requested to be included by such Demand Shareholders; (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below)second, provided, however, that securities the Company is actively employing reasonable best efforts proposes to cause such registration statement to be filed sell; and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during third, all other securities of the period Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by the Company. (h) Any time that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Demand Registration involves an Underwritten Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or (ivco-lead) if and underwriters with respect to the Initiating Holder proposes to dispose offering of such Registrable Securities Securities; provided, that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (csuch investment banker(s) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(cand manager(s) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from reasonably acceptable to the Company that (such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period acceptance not to exceed sixty (60) daysbe unreasonably withheld, and any time periods with respect to filing conditioned, or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for tradedelayed).

Demand Registrations. (a) Following Subject to the Closing limitations set forth below, the Holders' Representative on behalf of the IPO, but subject Holders of Registrable Securities shall have the right (a "Demand Right") to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that require the Company register to file a Registration Statement under the Securities Act all or any portion in respect of the Registrable Securities held by Holders. If at the time that a Demand Right is exercised by the Holders' Representative on behalf of Holders, the Company is not eligible to use Form S-3, such HolderDemand Right shall be a "Long-Form Demand Right". If at the time that a Demand Right is exercised by Initiating Holders, having an anticipated aggregate offering pricethe Company is eligible to use Form S-3, net such Demand Right shall be a "Short-Form Demand Right". Together, the Holders shall be entitled to exercise a Demand Right on up to five occasions. Each Demand Right must be exercised in respect of Selling Expensesat least 850,000 Registrable Securities (subject to equitable adjustment in the event of stock splits, stock dividends and similar events). No Demand Right may be exercised within one year after the date that the registration of not less Registrable Securities pursuant to a prior exercise of a Demand Right was declared effective. (b) As promptly as practicable, but in no event later than US$5,000,000. Upon receipt 45 days after the Company receives a written request from the Holders' Representative demanding that the Company so register the number of Registrable Securities specified in such request, the Company shall file with the Commission and thereafter use its best effects to cause to be declared effective promptly a Registration Statement (a "Demand Registration") providing for the registration of all Registrable Securities as the the Holders' Representative shall have demanded be registered on behalf of Holders. (c) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time (the "Blackout Period"), not to exceed 60 days after the exercise of a Demand Right in the case of subsections (i) and (iii) below, the filing of any Demand Registration if: (i) the Company will be filing, within seven 30 days after the exercise of a Demand Right, a Registration Statement pertaining to a public offering of Company Common Stock in which the Holders are entitled to join pursuant to Section 2.02 hereof; (7ii) days deliver notice the Company is subject to an existing contractual obligation to its underwriters not to engage in a public offering; (iii) the Company shall determine that any such filing or the offering of any Registrable Securities would (A) in the good faith judgement of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company or its wholly owned subsidiaries; (B) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company; or (C) in the good faith judgement of the Board of Directors of the Company, require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; PROVIDED, HOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering or sale of securities by the Company, the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed not in breach of confidentiality obligations, as the case may be. After the expiration of any Blackout Period and without any further request from the Holders' Representative on behalf of Holders, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to all cause any such Demand Registration to be declared effective as promptly as practicable unless the Holders' Representative shall have, prior to the effective date of such Demand Registration, withdrawn in writing the initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Holders are entitled hereunder. The Company may not exercise its right to postpone or delay the filing of any Demand Registration pursuant to this subsection (c) more than twice during any 12 month period. (d) Any request by the “Holders' Representative on behalf of Holders for a Demand Notice”Registration which is subsequently withdrawn prior to such Demand Registration becoming effective shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Holders are entitled if such withdrawal (i) is due to a material adverse change affecting the Company, (ii) is due to a notification by the Company of an intention to file a Registration Statement with respect to Company Common Stock or (iii) is made in accordance with the penultimate sentence of Section 2.01(c). (e) The Company shall be entitled to include authorized but unissued shares of Company Common Stock in any Demand Registration, subject to Section 2.02. Notwithstanding anything contained herein, if any, who the lead underwriter of an offering involving a Demand Registration delivers a written opinion to the Holders' Representative (a copy of which shall then have seven be provided to the Company) that the number of shares of Company Common Stock included in such Demand Registration would (7i) days to notify materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in writing a greater amount of their desire Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by the Company and the number of shares of Company Common Stock to be included in such registration. If the request for Demand Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration contemplates an underwritten public offeringrights, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation reduced in such underwritten public offering and proportion to the inclusion number of their Registrable Securities in the underwritten public offering securities originally requested to be registered by each of them to the extent provided herein. Subject to that, in the provisions lead underwriter's opinion, neither of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to effects in the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: foregoing clauses (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate would result from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or number of shares of Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofCommon Stock included in such Demand Registration. (c) If the Company shall furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company’s obligation to use its reasonable best efforts to effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade.

Demand Registrations. (a1) Following the Closing At any time after November 30, 2002, a Specified Percentage of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder Warrant Holders may request in writing that the Company register Borrower effect the registration under the Securities Act of all or any portion part of such Warrant Holder's or Warrant Holders' Registrable Securities, specifying in the request the number and type of Registrable Securities to be registered by each such holder and the intended method of disposition thereof (such notice is hereinafter referred to as a "Holder Request"), with such offering of securities to have a value of at least $3,000,000. Upon receipt of such Holder Request, the Borrower will promptly give written notice of such requested registration to all other holders of Registrable Securities, which other holders shall have the right to include the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate them in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) belowthereupon each Borrower will, the Company will as expeditiously as possible, use its reasonable best efforts to file a effect the registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during Registrable Securities which the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), Borrower has been so requested to register by such Warrant Holders; provided, however, that the Company is actively employing reasonable best efforts Borrower shall not be obligated to cause such registration statement effect more than two registrations pursuant to be filed and to become effective or to cause such Company Underwritten Offering to be effectedthis Section 16.10(a), and provided, further further, that nothing the Borrower shall not be obligated to effect a registration pursuant to this Section 16.10(a) unless the number of Registrable Securities requested to be registered pursuant to all Holder Requests shall be equal to at least thirty percent (30%) of all shares of Common Stock issued or issuable upon the exercise of the Warrants; provided, further, that the Borrower shall be entitled to postpone effecting a registration for up to ninety (90) days once during any twelve-month period. (2) If the Borrower proposes to effect a registration requested pursuant to this Section 16.10(a) by the filing of a registration statement on Form S-3 (or any similar short-form registration statement) the Borrower will comply with any request by the managing underwriter to effect such registration on another permitted form if such managing underwriter advises the Borrower that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering. (3) A registration requested pursuant to Section 16.10(a) will not be deemed to have been effected unless it has become effective; provided, that, if after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected. (4) The Borrower will pay all Registration Expenses in connection with each of the registrations of Registrable Securities effected by it pursuant to this subparagraph Section 16.10(a). (5) The holders requesting the registration shall have the right to select the investment banker (or investment bankers) subject to Borrower's approval, not to be unreasonably withheld, that shall manage the offering (collectively, the "managing underwriter"). (6) Whenever a requested registration pursuant to this Section 16.10(a) involves a firm commitment underwriting (an "Underwritten Offering"), the only shares that may be included in such Offering are (i) Registrable Securities, (ii) shall derogate from other shares of Common Stock which are sought to be included by the Company’s obligations under Section 5 hereofBorrower in such Offering ("Borrower Securities"), and (iii) during other shares of Common Stock issued and outstanding on the period that is one hundred date thereof, which are sought to be included by the holders thereof in such Offering ("Additional Securities"). (7) If a registration pursuant to this Section 16.10(a) involves an Underwritten Offering and eighty (180) days following the effective date ofmanaging underwriter shall advise the Borrower that, a Company-initiated registration or Company Underwritten Offeringin its judgment, or (iv) if the Initiating Holder proposes number of shares proposed to dispose be included in such Offering should be limited due to market conditions, then the Borrower will promptly so advise each holder of Registrable Securities that may has requested registration, and (i) the Additional Securities, if any, shall first be immediately registered excluded from such Offering pro rata, based on Form F-3 pursuant the respective number of shares of Additional Securities as to a request made pursuant which registration has been requested by the holders thereof, to Section 3 hereofthe extent necessary to meet such limitation; (ii) if further exclusions are necessary to meet such limitation, Borrower Securities, if any, shall be excluded to the extent necessary to meet such limitation; and (iii) if still further exclusions are necessary to meet such limitation, Registrable Securities held by the Warrant Holders shall be excluded pro rata, based on the respective number of shares of Registrable Securities as to which registration has been requested by such holders. (c8) To the extent that any shares of Common Stock requested to be included in a sale pursuant to this Section 16.10(a) are issuable (but have not been issued) upon the exercise of Warrants, such Warrants shall be exercised and such shares of Common Stock shall be issued upon the sale of the relevant Registrable Securities in connection with an effective registration statement effected under the provisions of this section 16.10(a). The Warrant Holders and the Borrower shall take any action necessary to effect the required exercise of such Warrants for shares of Common Stock to effect such sale. The Borrower will not grant to any Person the right to request the Borrower to register any equity or debt securities of the Borrower which rights are superior or pari passu, or any securities convertible or exchangeable into or exercisable for such securities, without the written consent of the Majority of the Warrant Holders. (9) If the Company Borrower shall furnish determine not to such Holders a letter signed by the Chief Executive Officer register all of the Company stating that in the good faith judgment Registrable Securities as requested by a Specified Percentage of the Company’s Board of Directors a Potential Material Event (as defined below) has occurred (a “Management Letter”Warrant Holders pursuant to this Section 16.10(a), it shall give prompt written notice of such determination (the Company’s obligation "Determination Notice") to use its reasonable best efforts to effect each holder of Registrable Securities within thirty-five (35) days after the initial request for such registration under Section 2(c) shall be deferred from registration. Following the date of receipt of the Management Letter until Determination Notice, a Specified Percentage of the Warrant Holders shall submit to the Borrower a list of three (3) investment banking firms of recognized standing, and the Borrower shall have ten (10) days following receipt of such Holders receive list to select, by written notice from to such holders (the Company that "Selection Notice") one of such Potential Material Event either has firms (the "Selected Investment Banking Firm"). The Determination Notice shall contain an irrevocable commitment by the Borrower to purchase all of the Registrable Securities for which demand for registration had been disclosed to the public or no longer constitutes so made, at a Potential Material Eventprice per share determined, such period not to exceed within sixty (60) daysdays of the Selection Notice by the Selected Investment Banking Firm, to be the estimated "price per share to the public" if such shares and any time periods with respect to filing or effectiveness thereof such additional shares representing in the aggregate thirty percent (30%) of the equity ownership of the Borrower had been included in an Underwritten Offering of the Borrower's Common Stock. All costs, fees and expenses of the Selected Investment Banking Firm shall be tolled correspondinglyborne solely by the Borrower. A Within thirty-five (35) days after receipt of written notice of such price per share, each Warrant Holder may elect, by written notice to the Borrower, to sell to the Borrower at such price per share any or all of such Warrant Holder's Registrable Securities for which demand for registration will not count as a requested registration under had been made pursuant to this Section 2 until the registration statement relating to such registration has been declared effective by the Commission and the shares have been registered for trade16.10(a).

Demand Registrations. (a) Following the Closing date that is six (6) months after the date on which the Series B Shares and Series C Shares are converted into Common Stock as contemplated by the Stock Exchange Agreement, the Holders of the IPO, but subject Registrable Securities shall be entitled to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that require the Company register under the Securities Act all or any portion to effect from time to time Demand Registration of the Registrable Securities held pursuant to Qualifying Requests. If a Qualifying Request is made by fewer than all Holders of Registrable Securities, copies of the Qualifying Request shall be distributed by the Company to all Holders who are not Parties to such HolderQualifying Request within five Business Days after it is received by the Company. Each such Holder shall be entitled to join in the Qualifying Request by delivering written notice to the Company within ten Business Days after its receipt of a copy of the Qualifying Request from the Company. Such notice shall specify the number of Registrable Securities that each such Holder elects to include in the Qualifying Request and, having an anticipated aggregate if the Qualifying Request does not already include such a requirement, whether such Holder requires the Company to arrange for public sale in a firm commitment underwritten secondary offering priceof the Registrable Securities that are the subject of the Qualifying Request. (b) Within 90 Days after receiving a Qualifying Request from any Holder of Registrable Securities, net of Selling Expenses, of not less than US$5,000,000. Upon receipt the Company shall (i) prepare and file a registration statement under the Applicable Securities Laws covering the Registrable Securities which are the subject of such request, the Company shall within seven (7ii) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) Notwithstanding the foregoing, the Company shall not be required to effect registration pursuant to a request of a Holder under this Section 2: (i) more than two (2) times for each of the Kibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is actively employing reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected, promptly thereafter and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated take appropriate steps to complete all other requirements for registration or Company Underwritten Offering, or (iv) if qualification of the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereofunder the Applicable Securities Laws. (c) If the The Company shall furnish use its best efforts to arrange for public sale in a firm commitment underwritten secondary offering of the Registrable Securities that are the subject of a Qualifying Request delivered pursuant to Section 2.1(a), unless the requirement of a firm commitment underwriting is waived in writing by a majority of the Holders of the Registrable Securities that are subject to such Qualifying Request. The Holders of a letter signed by the Chief Executive Officer majority of the Company stating Registrable Securities that in are the good faith judgment subject of such Qualifying Request shall have the right to designate the managing underwriter(s) of any such offering, subject to the consent of the Company’s Board of Directors , which consent shall not be unreasonably withheld. Except as the Holders having delivered or joined in a Potential Material Event Qualifying Request may consent in writing, the Company will not file with the Applicable Securities Authority any other registration statement with respect to its Common Stock (as defined below) has occurred (other than a “Management Letter”registration effected on Form S-4, ▇▇▇▇ ▇-▇ ▇▇ any successor forms thereto), the Company’s obligation to use whether for its reasonable best efforts to effect such registration under Section 2(c) shall be deferred own account or that of other stockholders, from the date of receipt of the Management Letter Qualifying Request until such Holders receive written notice from the completion of the period of distribution of the Registrable Securities contemplated thereby. (d) If the Company that grants any demand registration rights to another Person, the Company shall include within such Potential Material Event either has been disclosed demand registration rights an obligation on behalf of such Person to notify the Company in writing of its intent to exercise its demand registration rights at least 30 Days prior to such exercise. Immediately after receipt of such notice but in no event later than three Days after receipt thereof, the Company shall deliver a copy of such notice to the public or no longer constitutes a Potential Material EventHolders. If the Holders exercise their demand registration rights hereunder prior to the exercise of the demand registration rights held by the Person providing such notice, such period not the Registrable Securities sought to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof be registered by the Holders shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until included in the registration statement relating and any associated offering prior to the securities sought to be registered by such registration has been declared effective by the Commission and the shares have been registered for tradeother Person.

Demand Registrations. (a) Following Warburg may at any time following the Closing of date hereof and on not more than five separate occasions in the IPOaggregate and not more frequently than once during any 180 day period, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that require the Company register to file a registration statement under the Securities Act in respect of all or any a portion of the Registrable Securities held Common Shares, or the Common Shares into which Investor Shares may be converted, then Beneficially Owned by Warburg or by any other person that Beneficially Owns Common Shares and who acquired such Holder, having an anticipated aggregate offering price, net Common Shares or Investor Shares in connection with such person's status as a partner in any partnership in which Warburg or any of Selling Expenses, of not less than US$5,000,000. Upon receipt of its Affiliates is the general partner (all such requestCommon Shares, the Company shall within seven "WARBURG REGISTRABLE SHARES") (7) days deliver notice of provided that such request to all Holders (covers Warburg Registrable Shares with a Market Value on the “date of the Demand Notice”Request of at least $25 million), if any, who shall then have seven (7) days by delivering to notify the Company in writing a written notice stating that such right is being exercised, specifying the number of their desire Common Shares to be included in such registrationregistration (the shares subject to such request, the "WARBURG DEMAND SHARES") and describing the intended method of distribution thereof (a "WARBURG DEMAND REQUEST"). If the request for registration contemplates an underwritten public offeringUpon receiving a Warburg Demand Request, the Company shall state such in the (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(beach other Investor, (2) below, the Company will use its reasonable best efforts to file as promptly as reasonably practicable a registration statement on such form as promptly as practicable, but not later than sixty (60) days after the Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Notice (subject, however, Shares and any other Investor Shares to be included pursuant to Sections 4.3 and 4.4 hereof pursuant to the Company’s independent auditors providing any required consent)intended method of distribution and (3) after the filing of an initial version of the registration statement, and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the date of filing thereofof such registration statement. Any Demand Registration filed pursuant to the request of Warburg may, subject to the provisions of Section 4.4 below, include other Common Shares that the Company is required to include in such registration statement by virtue of existing agreements between the holders of such Common Shares and the Company (the "EXISTING REGISTRATION RIGHTS"). (b) Notwithstanding H&F may at any time following the foregoingdate hereof and on not more than five separate occasions in the aggregate and not more frequently than once during any 180 day period, require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Common Shares, or the Common Shares into which Investor Shares may be converted, then Beneficially Owned by H&F or by any other person that Beneficially Owns Common Shares and who acquired such Common Shares or Investor Shares in connection with such person's status as a partner in any partnership in which H&F or any of its Affiliates is the general partner (all such Common Shares, the "H&F REGISTRABLE SHARES," and together with the Warburg Registrable Shares, the "REGISTRABLE SHARES") (provided that such request covers H&F Registrable Shares with a Market Value on the date of the Demand Request of at least $25 million), by delivering to the Company a written notice stating that such right is being exercised, specifying the number of Common Shares to be included in such registration (the shares subject to such request, the "H&F DEMAND SHARES") and describing the intended method of distribution thereof (a "H&F DEMAND REQUEST"). Upon receiving a H&F Demand Request, the Company shall not be required to effect registration (1) provide written notice of the H&F Demand Request, pursuant to a request of a Holder under this Section 2: (i) more than two 4.3 hereof, to Warburg and each other Investor, (2) times use reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as the Company may reasonably deem appropriate providing for each the registration of the Kibbutz sale of such H&F Demand Shares and Tene separatelyany other Investor Shares to be included therein pursuant to Section 4.3 and 4.4 hereof pursuant to the intended method of distribution, and (ii3) during after the period that is thirty (30) days before the Company’s good faith estimate filing of an initial version of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below)statement, provided, however, that the Company is actively employing use reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such registration statement. Any Demand Registration filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company Underwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a the request made pursuant of H&F may, subject to the provisions of Section 3 hereof4.4 below, include other Common Shares that the Company is required to include in such registration statement by virtue of the Existing Registration Rights. (c) If Notwithstanding anything in this Agreement to the contrary, the Company shall furnish be entitled to postpone and delay, for reasonable periods of time not to exceed 60 consecutive days and in no event to exceed more than an aggregate of 90 days during any 360-day period (a "BLACKOUT PERIOD"), the filing or effectiveness of any Demand Registration if the Board shall determine that any such Holders a letter signed by filing or the Chief Executive Officer offering of the Company stating that any Registrable Shares would (1) in the good faith judgment of the Company’s Board of Directors Board, impede, delay or otherwise interfere with any pending or contemplated acquisition, corporate reorganization or other similar material transaction involving the Company (each, a Potential Material Event (as defined below) has occurred (a “Management Letter”"MATERIAL TRANSACTION"), (2) based upon advice from the Company’s obligation 's investment banker or financial advisor, adversely affect any pending or contemplated financing, offering or sale of any class of securities by the Company, or (3) in the good faith judgment of the Board, require disclosure of material non-public information (other than in- formation relating to use an event described in clauses (1) or (2) above) which, if disclosed at such time, would be harmful to the best interests of the Company and its reasonable best efforts shareholders. Upon notice by the Company to effect each Investor of any such registration under Section 2(c) determination, such Investor shall keep the fact of any such notice strictly confidential, and during any Blackout Period promptly halt any offer, sale, trading or transfer by it or any of its Subsidiaries of any Common Shares for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be deferred from earlier terminated in writing by the date of receipt Company) and promptly halt any use, publication, dissemination or distribution of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material EventDemand Registration, such period not to exceed sixty (60) dayseach prospectus included therein, and any time periods with respect to filing amendment or effectiveness thereof supplement thereto by it for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be tolled correspondingly. A registration earlier terminated in writing by the Company) and, if so directed by the Company, will not deliver to the Company any copies then in its possession of the prospectus covering such Registrable Shares. (d) In case a Demand Registration has been filed, if a Material Transaction has occurred, the Company may cause such Demand Registration to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Demand Registration for a reasonable period of time; provided, however, that in no event shall a Demand Registration so withdrawn by the Company count as a requested registration for the purposes of determining the number of Demand Registrations to which either Warburg or H&F is entitled under Section 4.1(a) or (b). (e) In connection with any underwritten offering under this Section 2 until 4.1, the registration statement relating to managing underwriter for such registration has been declared effective Demand Registration shall be jointly selected by Warburg and H&F, provided that such managing underwriter shall be a nationally recognized investment banking firm. (f) Nothing in this Article IV shall affect or supersede any of the Commission and transfer restrictions set forth in Article V hereof or any of the shares have been registered for tradeother provisions of this Agreement.