Common use of Omnibus Resolutions Clause in Contracts

Omnibus Resolutions. RESOLVED, that the undersigned deem the actions sanctioned by the foregoing resolutions to be advisable and in the best interests of the Company and its shareholders. RESOLVED, that any of the officers and directors of the Company[ be, and each of them hereby is, authorized to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests resolutions, supplements or undertakings, as each such officer, in his discretion, shall deem necessary or advisable to carry out the intent and purposes of the foregoing resolutions; and that the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings shall be conclusive evidence of the approval of the Board thereof and all matters relating thereto. RESOLVED, that any and all actions heretofore taken by the officers of the Company in the name and on behalf of the Company in furtherance of the preceding resolutions, are hereby ratified, approved and adopted. [Signature Page – Board Written Consent of July 2007] In Witness Whereof, we have affixed our signatures, effective as of the date first written above; ______________________ ______________________ ______________________ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ______________________ ______________________ ______________________ Rafi Yizhar ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ______________________ ______________________ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ To [_____________] Dear Sir, This letter is being issued to you pursuant to the resolutions adopted by the Board of Directors of Negevtech Ltd. (the “Company”) on ___________, 2007, (and shall be presented to the approval of the shareholders as soon as possible). 1. The Company hereby undertakes to indemnify you to the maximum extent permitted by applicable law in respect of: 1.1 Any financial oligation imposed on you in favor of any other person and/or entity pursuant to any judgment including any judgment by way of compromise or any judgment of an arbitrator certified by a competent court within the framework of any legal proceedings taken against you, if any, due to any act or omission (collectively hereinafter referred to as an “Action”) taken or not taken, or made or not made, by you in your capacity as an Office Holder of the Company (as such term is defined in the Israeli Companies Law, 1999, as amended (the “Companies Law”); 1.2 All reasonable litigation expenses, including, but not limited to, attorney’s fees and the fees and expenses of investigators, accountants and other experts, which you may pay, or be obligated to pay by the court, (i) in relation to the opposing by you of any legal proceedings, which are instituted against you by the Company or in its name or by any other person; or (ii) in any criminal proceedings in which you are acquitted; or (iii) in any criminal proceedings regarding a crime which does not require proof of mens rea (criminal intent) in which you are convicted; or (iv) in any administrative or investigative proceedings that do not result in criminal proceedings against you and without any monetary liability being imposed on you in lieu of criminal proceedings or that result in criminal proceedings in which you are acquitted, or (v) in any administrative or investigative proceedings that do not result in criminal proceedings against you but result in the imposition of a monetary liability in lieu of criminal proceedings provided it is in respect of a criminal action that does not require proof of criminal intent; or (vi) in preparation or defense with respect to any threatened or pending proceedings as aforesaid; all to the extent permitted pursuant to the Companies Law and in respect of actions taken by you in your capacity as an Office Holder of the Company The above indemnification will also apply to any action taken by you in your capacity as an Office Holder of any other company controlled, directly or indirectly, by the Company or in fulfilling the position of an Office Holder and/or and observer at the board of directors’ meetings of any other entity at the request of the Company (each of the aforesaid entities shall be referred to hereinafter as an “Affiliate”). 2. The Company will not indemnify you for any amount you may be obligated to pay in respect of: 2.1 A breach of your duty of loyalty to the Company; provided, that the Company will indemnify you for a breach of your duty of loyalty if in committing such breach you acted in good faith and had reasonable grounds to assume that your action would not harm the Company. 2.2 A breach of your duty of care to the Company committed intentionally or recklessly. 2.3 An action taken with the intent of unlawfully realizing personal gain. 2.4 A fine or penalty imposed upon you. 2.5 A counterclaim made by the Company or in its name in connection with a claim against the Company filed by you, other than for indemnification hereunder. 3. The Company will make available all amounts needed in accordance with paragraph 1 above on the date on which such amounts are first payable by you (“Time of Indebtedness”), and with respect to items referred to in paragraph 1.2 above, on an ongoing basis, as and when payable by you, even prior to a court decision, and in any event within five (5) business days from your first written request. Advances given to cover legal expenses in criminal proceedings or in administrative or investigative proceedings that result in criminal proceedings will be repaid by you to the Company if you are found guilty (other than with respect to criminal proceedings regarding a crime which does not require proof of criminal intent). As part of the aforementioned undertaking, the Company will make available to you any security or guarantee that you may be required to post in accordance with an interim decision given by a court or an arbitrator, including for the purpose of substituting liens imposed on your assets. All amounts paid as indemnification pursuant hereto will be grossed-up to cover any tax payments you may be required to make if the indemnification payments are taxable to you. 4. The Company will indemnify you even if at the relevant Time of Indebtedness you are no longer an Office Holder of the Company or of an Affiliate or board observer of an Affiliate, provided that the obligations are in respect of actions taken by you while you were an Office Holder and/or board observer, as aforesaid, and in such capacity, including if taken prior to the above resolutions, and the indemnity will extend to your heirs, executors, administrators and legal representatives. 5. The indemnification is limited to the following categories of events relating to: 5.1 The offering of securities by the Company and/or by a shareholder to the public and/or to private investors or the offer by the Company to purchase securities from the public and/or from private investors or other holders pursuant to a prospectus, agreements, notices, reports, tenders and/or other proceedings. 5.2 Occurrences resulting from the Company’s becoming or its status as a public company, and/or from the fact that the Company’s securities were offered to the public and/or are traded on a stock exchange, whether in Israel or abroad. 5.3 Occurrences in connection with investments the Company and/or Affiliates make in other corporations whether before and/or after the investment is made, entering into the transaction, the execution, development and monitoring thereof, including actions taken by you in the name of the Company and/or an Affiliate as an Office Holder and/or board observer of the corporation the subject of the transaction and the like. 5.4 The sale, purchase and holding of negotiable securities or other investments for or in the name of the Company and/or an Affiliate. 5.5 Actions in connection with the merger of the Company and/or an Affiliate with or into another entity, the sale of any, including all, or substantially all, of the Company’s and/or an Affiliate’s assets (which inlcude, inter-alia, operations and/or business), a Tender Offer, a Forced Sale of Shares, Arrangement and Compromise (as such capitalized terms are defined in the Companies Law) or any reorganization, merger or consolidation of whatever kind or nature within the meaning of any law applicable to such claim or demand. 5.6 Without derogating from the generality of the above, actions in connection with the purchase, lease or sale of companies, legal entities, business, securities or assets, and the division or consolidation thereof. 5.7 Actions taken in connection with labor relations and/or employment matters in the Company and/or in Affiliates and trade relations of the Company and/or Affiliates, including with employees, independent contractors, customers, suppliers and various service providers. 5.8 Actions in connection with the testing of products developed by the Company and/or by Affiliates or in connection with the certification, distribution, sale, license or use of such products. 5.9 Actions taken in connection with the intellectual property of the Company and/or an Affiliate and its protection, including the registration or assertion of rights to intellectual property and the defense of claims related to intellectual property. 5.10 Actions taken pursuant to or in accordance with the policies and procedures of the Company and/or its Affiliates, whether such policies and procedures are published or not. 5.11 The obligation to disclose information to shareholders of the Company (whether past, current or prospective). 5.12 Dealings by the Company and/or an Affiliate with third parties, including agents, employees, customers, suppliers, creditors or others. 5.13 Presentations or reports submitted or delivered to shareholders (whether current or prospective), customers or creditors of the Company. 5.14 Any matter relating to financial reports, accounting or book-keeping of the Company and/or an Affiliate or failure to pay, report or keep any foreign, federal, state, county, local, municipal or city taxes or other mandatory payment. 5.15 Any claim or demand made by any third party suffering any personal injury or damage to business or personal property through any action attributed to the Company and/or an Affiliate, or their respective employees, agents or other persons acting or allegedly acting on their behalf. 5.16 Any administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation by any governmental entity, including the Office of the Chief Scientist or the Investments Center of the Israeli Ministry of Industry, Trade and Labor, the Israeli Antitrust Authority or the Israel Securities Authority, or other person alleging the failure to comply with any statute, law, ordinance, rule, regulation, order or decree of any governmental entity applicable to the Company or any of its Affiliates, or any of their respective businesses or operations. 6. The total amount of indemnification that the Company undertakes towards all persons whom it has resolved to indemnify for the matters and in the circumstances described herein, jointly and in the aggregate, shall not exceed the greater of: (a) An amount equal to $10 Million US Dollars, according to the representative rate of exchange, or any other official rate of exchange that may replace it, at the Time of Indebtedness; or (b) The amount adjudicated against you jointly and severally with others. (c) The amount adjudicated against you subject to the limitations in paragraphs 6(a) and 6(b) above (the greater of the two) plus the amount adjudicated against others if their portion is not collected for any reason. 7. The Company will not indemnify you for any liability with respect to which you have received payment by virtue of an insurance policy or another indemnification agreement other than for amounts which are in excess of the amounts actually paid to you pursuant to any such insurance policy or other indemnity agreement (including deductible amounts not covered by insurance policies), within the limits set forth in paragraph 6 above. 8. Subject to the provisions of paragraphs 6 and 7 above, the indemnification will, in each case, cover all sums of money (100%) that you will be obligated to pay, in those circumstances for which indemnification is permitted under the law. 9. The Company will be entitled to any amount collected from a third party in connection with liabilities indemnified hereunder and which are in excess of the amount, if any, not indemnified by the Company. 10. In all indemnifiable circumstances indemnification will be subject to the following: 10.1 You shall notify the Company of any legal proceedings initiated against you and of all possible or threatened legal proceedings within seven (7) days from the day that you are dully and lawfully first aware thereof, and that you transfer to the Company, or to such person as it shall advise you, without delay all documents you receive in connection with these proceedings. Similarly, you must advise the Company on an ongoing and current basis concerning all events which you suspect may give rise to the initiation of legal proceedings against you. Failure to notify the Company as aforesaid will not relieve the Company of its indemnification obligations pursuant hereto except to the extent that it has been actually prejudiced as a result of such failure. 10.2 Other than with respect to proceedings that have been initiated against you by the Company or in its name, the Company shall be entitled to undertake the conduct of your defense in respect of such legal proceedings and/or to hand over the conduct thereof to any attorney which the Company may choose for that purpose. In the event that: (i) such attorney is not, upon reasonable grounds, acceptable to you, (ii) the Company shall have not assumed the defense of the legal proceedings or has not pursued the defense diligently, or (iii) the named parties to any such legal proceeding include both you and the Company, and it is reasonably concluded that joint representation is inappropriate under applicable standards of professional conduct due to a conflict of interest between yourself and the Company, you will be entitled to appoint an attorney of your own that shall accompany you in such procedure. Your attorney shall be fully updated on the defense procedure, and the Company and the attorney conducting the legal defense on behalf of the Company shall fully cooperate with your attorney, including regularly consulting with your attorney on the measures taken in the course of the defense. The Company shall indemnify you for all reasonable expenses incurred by you in connection with engaging such attorney. The Company and/or the attorney as aforesaid shall be entitled, within the context of the conduct as aforesaid, to conclude such proceedings, all as it shall see fit, including by way of compromise. At the request of the Company, you shall execute all documents required to enable the Company and/or its attorney as aforesaid to conduct your defense in your name, and to represent you in all matters connected therewith, in accordance with the aforesaid. For the avoidance of doubt, in the case of criminal proceedings the Company and/or the attorneys as aforesaid will not have the right to plead guilty in your name or to agree to a plea-bargain in your name without your consent. Furthermore, in a civil proceeding (whether before a court or as a part of a compromise arrangement), the Company and/or its attorneys will not have the right to admit to any occurrences that are not indemnifiable pursuant to this Letter of Indemnification and Release and/or pursuant to law, or to enter into any settlement, or compromise or consent to any judgement unless such settlement, compromise or consent includes an unconditional release of you from all liability arising out of the proceeding, without your consent. However, the aforesaid will not

Omnibus Resolutions. RESOLVEDResolved, that to approve, and to recommend to the undersigned deem the actions sanctioned by the foregoing resolutions Company’s shareholders to be advisable and in the best interests of the Company and its shareholders. RESOLVEDapprove, that any of the appropriate officers and directors of the Company[ Company be, and each of them hereby is, authorized to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests resolutions, supplements or undertakings, as each such officer, in his discretion, shall deem necessary or advisable to carry out the intent and purposes of the foregoing resolutions; and that the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings shall be conclusive evidence of the approval of the Company’s Board of Directors thereof and all matters relating thereto. RESOLVEDResolved, that any and all actions heretofore taken by the officers of the Company in the name and on behalf of the Company in furtherance of the preceding resolutions, are hereby ratified, approved and adopted. [Signature Page – Board Written Consent The signature hereunder of July 2007] In Witness Whereofany director having an interest in any of the items herein is for the purpose of adopting a resolution in writing. This resolution may be signed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. IN WITNESS WHEREOF, we have affixed affix our signatures, effective signatures hereto as of the date first written set forth above; ___. ___________________ ______________________ ______________________ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ______________________ ______________________ ______________________ Rafi Yizhar ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ______________________ ______________________ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Arnon Gat O1 Financiere Seso S.A Ordinary 159,620 1 159,620 O2 Inter Hightech (1982) Ltd. (Previously TICI) Ordinary 71,829 159,621 231,449 O3 ▇▇▇ ▇▇▇▇▇▇, CPA (Trustee) Ordinary 34,500 231,450 265,949 O4 ▇▇▇ ▇▇▇▇▇▇, CPA (Trustee) Ordinary 163,000 265,950 428,949 OP-1 ▇▇▇▇ ▇▇▇▇▇▇▇ Ordinary - Preferred 784,502 1 784,502 OP-2 ▇▇▇▇▇ Alumot Ordinary - Preferred 784,502 784,503 1,569,004 PAA-1 Pitango Venture Capital Fund III (Israeli Sub) L.P. Preferred AA 2,902,420 1 2,902,420 PAA-2 Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. Preferred AA 268,316 2,902,421 3,170,736 PAA-3 Pitango Venture Capital Fund III (Israeli Investors) L.P. Preferred AA 784,811 3,170,737 3,955,547 PAA-4 Pitango ▇▇ ▇▇▇▇▇▇ Fund III (Israel), L.P. Preferred AA 447,636 3,955,548 4,403,183 PAA-5 Pitango Principles Fund III (Israel) L.P. Preferred AA 102,165 4,403,184 4,505,348 PAA-6 Pitango Venture Capital Fund II Trusts 2000 L.P. Preferred AA 204,330 4,505,349 4,709,678 PAA-7 Canada Israel Opportunity Fund III, L.P. Preferred AA 45,308 4,709,679 4,754,986 PAA-8 Shrem, Fudim, ▇▇▇▇▇▇ Founders Group II L.P. Preferred AA 45,308 4,754,987 4,800,294 PAA-9 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ To & Co. Ltd. Preferred AA 30,187 4,800,295 4,830,481 PAA-10 Qualitau Ltd. Preferred AA 355,522 4,830,482 5,186,003 PAA-11 SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. Preferred AA 2,224,297 5,186,004 7,410,300 PAA-12 Star Management of Investments No. II (2000) L.P. Preferred AA 321,275 7,410,301 7,731,575 PAA-13 Genesis Partners II, L.D.C. Preferred AA 1,773,948 7,731,576 9,505,523 PAA-14 Genesis Partners II (Israel) L.P. Preferred AA 262,512 9,505,524 9,768,035 PAA-15 ▇▇▇▇▇▇ Brothers European Venture Capital L.P. Preferred AA 222,108 9,768,036 9,990,143 PAA-16 ▇▇▇▇▇▇ Brothers Holdings plc (on behalf of pre-tax plan) Preferred AA 425,109 9,990,144 10,415,252 PAA-17 ▇▇▇▇▇▇ Brothers Partnership Account 2000/2001, L.P. Preferred AA 191,536 10,415,253 10,606,788 PAA-18 ▇▇▇▇▇▇ Brothers Offshore Partnership Account 2000/2001, L.P. Preferred AA 49,677 10,606,789 10,656,465 PAA-19 Orbotech Technology Ventures L.P. Preferred AA 1,776,860 10,656,466 12,433,325 PAA-20 Intel Atlantic, Inc. Preferred AA 710,745 12,433,326 13,144,070 PBB1-1 Poalim Ventures Ltd Preferred BB-1 381,027 1 381,027 PBB1-2 Poalim Ventures I Ltd Preferred BB-1 586,194 381,028 967,221 PBB1-3 Poalim Ventures II L.P. Preferred BB-1 1,188,509 967,222 2,155,730 PBB1-4 SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. Preferred BB-1 521,206 2,155,731 2,676,936 PBB1-5 Star Management of Investments No. II (2000) L.P. Preferred BB-1 56,238 2,676,937 2,733,174 PBB1-6 Star Growth Enterprise, a German Civil Law Partnership (with limitation of Liability) Preferred BB-1 2,247,164 2,733,175 4,980,338 PBB1-7 SVM Star Ventures Managmenttgesellschaft mbH Nr. 3 Preferred BB-1 334,236 4,980,339 5,314,574 PBB1-8 Genesis Partners II, L.D.C. Preferred BB-1 693,952 5,314,575 6,008,526 PBB1-9 Genesis Partners II (Israel) L.P. Preferred BB-1 102,414 6,008,527 6,110,940 PBB1-10 Pitango Venture Capital Fund III (Israeli Sub) L.P. Preferred BB-1 1,377,123 6,110,941 7,488,063 PBB1-11 Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. Preferred BB-1 127,309 7,488,064 7,615,372 PBB1-12 Pitango Venture Capital Fund III (Israeli Investors) L.P. Preferred BB-1 372,373 7,615,373 7,987,745 PBB1-13 Pitango Principles Fund III (Israel) L.P. Preferred BB-1 48,474 7,987,746 8,036,219 PBB1-14 Pitango Venture Capital Fund II Trusts 2000 L.P. Preferred BB-1 96,949 8,036,220 8,133,168 PBB1-15 Canada Israel Opportunity Fund III, L.P. Preferred BB-1 9,544 8,133,169 8,142,712 PBB1-16 Shrem, Fudim, ▇▇▇▇▇▇ Founders Group II L.P. Preferred BB-1 9,544 8,142,713 8,152,256 PBB1-17 Genesis Partners II, L.D.C. Preferred BB-1 751,400 8,152,257 8,903,656 Cancelled - Conversion to BB3-16 PBB1-18 Genesis Partners II (Israel) L.P. Preferred BB-1 110,892 8,903,657 9,014,548 Cancelled - Conversion to BB3-17 PBB2-1 Pitango Venture Capital Fund III (Israeli Sub) L.P. Preferred BB-2 861,590 1 861,590 PBB2-2 Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. Preferred BB-2 79,650 861,591 941,240 PBB2-3 Pitango Venture Capital Fund III (Israeli Investors) L.P. Preferred BB-2 233,002 941,241 1,174,242 PBB2-4 Pitango Principles Fund III (Israel) L.P. Preferred BB-2 30,332 1,174,243 1,204,574 PBB2-5 Pitango Venture Capital Fund II Trusts 2000 L.P. Preferred BB-2 60,660 1,204,575 1,265,234 PBB2-6 Canada Israel Opportunity Fund III, L.P. Preferred BB-2 7,308 1,265,235 1,272,542 PBB2-7 Shrem, Fudim, ▇▇▇▇▇▇ Founders Group II L.P. Preferred BB-2 7,209 1,272,543 1,279,751 PBB2-8 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Ltd. Preferred BB-2 4,932 1,279,752 1,284,683 PBB2-9 SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. Preferred BB-2 635,475 1,284,684 1,920,158 PBB2-10 Star Management of Investments No. II (2000) L.P. Preferred BB-2 68,535 1,920,159 1,988,693 PBB2-11 Star Growth Enterprise, a German Civil Law Partnership (with limitation of Liability) Preferred BB-2 1,045,227 1,988,694 3,033,920 PBB2-12 Genesis Partners II, L.D.C. Preferred BB-2 490,760 3,033,921 3,524,680 PBB2-13 Genesis Partners II (Israel) L.P. Preferred BB-2 72,426 3,524,681 3,597,106 PBB3-1 SVE Star Ventures Enterprises GmbH & Co. No. IX KG. Preferred BB-3 79,061 1 79,061 PBB3-2 Star Management of Investment No. II (2000) L.P. Preferred BB-3 8,530 79,062 87,591 PBB3-3 Star Growth Enterprise, a German Civil Law Partnership (with limitation of Liability) Preferred BB-3 181,876 87,592 269,467 PBB3-4 Poalim Ventures Ltd. Preferred BB-3 47,628 269,468 317,095 PBB3-5 Poalim Ventures I Ltd. Preferred BB-3 73,274 317,096 390,369 PBB3-6 Poalim Ventures II L.P. Preferred BB-3 148,564 390,370 538,933 PBB3-7 Genesis Partners II, L.D.C. Preferred BB-3 234,812 538,934 773,745 PBB3-8 Genesis Partners II (Israel) L.P. Preferred BB-3 34,654 773,746 808,399 PBB3-9 Pitango Venture Capital Fund III (Israeli Sub) L.P. Preferred BB-3 183,505 808,400 991,904 PBB3-10 Pitango Venture Capital Fund III (Israeli Sub) Non-Q L.P. Preferred BB-3 16,964 991,905 1,008,868 PBB3-11 Pitango Venture Capital Fund III (Israeli Investors) L.P. Preferred BB-3 49,619 1,008,869 1,058,487 PBB3-12 Pitango Principles Fund III (Israel) L.P. Preferred BB-3 6,460 1,058,488 1,064,947 PBB3-13 Pitango Venture Capital Fund II Trusts 2000 L.P. Preferred BB-3 12,918 1,064,948 1,077,865 PBB3-14 Intel Atlantic, Inc. Preferred BB-3 474,261 1,077,866 1,552,126 ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ Partners Venture III Technology Fund L.P. Preferred BB-3 3,190,480 1,552,127 4,742,606 PBB3-16 Genesis Partners II, L.D.C. Preferred BB-3 751,400 4,742,607 5,494,006 PBB3-17 Genesis Partners II (Israel) L.P. Preferred BB-3 110,892 5,494,007 5,604,898 To: The Research Committee The Office of the Chief Scientist ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Relating to projects that have been financed by or are currently being financed by the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor (the “OCS”) and to projects of the Company (as this term is defined below) that may be financed by the OCS in the future (the “Projects”). The undersigned, [________________], a [company/partnership] Dear Sirincorporated, This letter is being issued to you pursuant to organized and existing under the resolutions adopted by the Board laws of Directors of Negevtech Ltd. (the “Company”) on [______________] and whose registered offices is at [____________________________], 2007, (and shall be presented to the approval of the shareholders as soon as possible). 1. The Company hereby undertakes to indemnify you to the maximum extent permitted by applicable law in respect of: 1.1 Any financial oligation imposed on you in favor of any other person and/or entity pursuant to any judgment including any judgment by way of compromise or any judgment of an arbitrator certified by a competent court within the framework of any legal proceedings taken against you, if any, due to any act or omission (collectively hereinafter referred to as an “Action”) taken or not taken, or made or not madehaving, by you an agreement dated March 2006, committed to invest in your capacity as Negevtech Ltd., an Office Holder of the Company (as such term is defined in the Israeli Companies Law, 1999, as amended company (the “Companies LawCompany”); 1.2 All reasonable litigation expenses, including, but not limited to, attorney’s fees and the fees and expenses of investigators, accountants and other experts, which you may pay, or be obligated to pay by the court, (i) in relation to the opposing by you of any legal proceedings, which are instituted against you by the Company or in its name or by any other person; or (ii) in any criminal proceedings in which you are acquitted; or (iii) in any criminal proceedings regarding a crime which does not require proof of mens rea (criminal intent) in which you are convicted; or (iv) in any administrative or investigative proceedings that do not result in criminal proceedings against you and without any monetary liability being imposed on you in lieu of criminal proceedings or that result in criminal proceedings in which you are acquitted, or (v) in any administrative or investigative proceedings that do not result in criminal proceedings against you but result in the imposition of a monetary liability in lieu of criminal proceedings provided it is in respect of a criminal action that does not require proof of criminal intent; or (vi) in preparation or defense with respect to any threatened or pending proceedings as aforesaid; all to the extent permitted pursuant to the Companies Law and in respect of actions taken by you in your capacity as an Office Holder of the Company The above indemnification will also apply to any action taken by you in your capacity as an Office Holder of any other company controlled, directly or indirectly, by the Company or in fulfilling the position of an Office Holder and/or and observer at the board of directors’ meetings of any other entity at the request of the Company (exchange for ___________ Preferred BB3 Shares par value NIS 0.01 each of the aforesaid entities shall be referred to hereinafter as an “Affiliate”). 2. The Company will not indemnify you for any amount you may be obligated to pay in respect of: 2.1 A breach of your duty of loyalty to the Company; provided, that the Company will indemnify you for a breach of your duty of loyalty if in committing such breach you acted in good faith and had reasonable grounds to assume that your action would not harm the Company. 2.2 A breach of your duty of care to the Company committed intentionally or recklessly. 2.3 An action taken with the intent of unlawfully realizing personal gain. 2.4 A fine or penalty imposed upon you. 2.5 A counterclaim made by the Company or in its name in connection with a claim against the Company filed by you, other than for indemnification hereunder. 3. The Company will make available all amounts needed in accordance with paragraph 1 above on the date on which such amounts are first payable by you (“Time of Indebtedness”), and with respect to items referred to in paragraph 1.2 above, on an ongoing basis, as and when payable by you, even prior to a court decision, and in any event within five (5) business days from your first written request. Advances given to cover legal expenses in criminal proceedings or in administrative or investigative proceedings that result in criminal proceedings will be repaid by you to the Company if you are found guilty (other than with respect to criminal proceedings regarding a crime which does not require proof of criminal intent). As part of the aforementioned undertaking, the Company will make available to you any security or guarantee that you may be required to post in accordance with an interim decision given by a court or an arbitrator, including for the purpose of substituting liens imposed on your assets. All amounts paid as indemnification pursuant hereto will be grossed-up to cover any tax payments you may be required to make if the indemnification payments are taxable to you. 4. The Company will indemnify you even if at the relevant Time of Indebtedness you are no longer an Office Holder of the Company or of an Affiliate or board observer of an Affiliate, provided that the obligations are in respect of actions taken by you while you were an Office Holder and/or board observer, as aforesaid, and in such capacity, including if taken prior to the above resolutions, and the indemnity will extend to your heirs, executors, administrators and legal representatives. 5. The indemnification is limited to the following categories of events relating to: 5.1 The offering of securities by the Company and/or by a shareholder to the public and/or to private investors or the offer by the Company to purchase securities from the public and/or from private investors or other holders pursuant to a prospectus, agreements, notices, reports, tenders and/or other proceedings. 5.2 Occurrences resulting from the Company’s becoming or its status as a public company, and/or from the fact Recognizing that the Company’s securities were offered research and development Projects are currently, have been or will be financially supported by the Government of the State of Israel through the OCS under and subject to the public provisions of The Encouragement of Research and Development in Industry Law 5744-1984 (the “R&D Law”) and the regulations, rules and procedures promulgated thereunder; and Recognizing that the R&D Law places strict constraints on the transfer of know-how and/or are traded on a stock exchangeproduction rights, whether in Israel or abroad. 5.3 Occurrences in connection with investments making all such transfers subject to the Company and/or Affiliates make in other corporations whether before and/or after the investment is made, entering into the transaction, the execution, development and monitoring thereof, including actions taken by you in the name absolute discretion of the Company and/or an Affiliate as an Office Holder and/or board observer of OCS’ research committee (the corporation the subject of the transaction and the like. 5.4 The sale, purchase and holding of negotiable securities or other investments for or in the name of the Company and/or an Affiliate. 5.5 Actions in connection with the merger of the Company and/or an Affiliate with or into another entity, the sale of any, including all, or substantially all, of the Company’s and/or an Affiliate’s assets (which inlcude, inter-alia, operations and/or business“Research Committee”), a Tender Offer, a Forced Sale of Shares, Arrangement and Compromise (as such capitalized terms are defined in the Companies Law) or any reorganization, merger or consolidation of whatever kind or nature within the meaning of any law applicable to such claim or demand. 5.6 Without derogating from the generality of the above, actions in connection with the purchase, lease or sale of companies, legal entities, business, securities or assets, and the division or consolidation thereof. 5.7 Actions taken in connection with labor relations and/or employment matters in the Company and/or in Affiliates and trade relations of the Company and/or Affiliates, including with employees, independent contractors, customers, suppliers and various service providers. 5.8 Actions in connection with the testing of products developed by the Company and/or by Affiliates or in connection with the certification, distribution, sale, license or use of such products. 5.9 Actions taken in connection with the intellectual property of the Company and/or an Affiliate and its protection, including the registration or assertion of rights to intellectual property and the defense of claims related to intellectual property. 5.10 Actions taken pursuant to or acting in accordance with the policies aims of the R&D Law and requiring that any such transfer receive the prior written approval of the Research Committee; HEREBY UNDERTAKE, To observe strictly all the requirements of the R&D Law and the regulations, rules and procedures of the Company and/or its Affiliatespromulgated thereunder, whether such policies and procedures are published or not. 5.11 The obligation to disclose information to shareholders of the Company (whether past, current or prospective). 5.12 Dealings by the Company and/or an Affiliate with third parties, including agents, employees, customers, suppliers, creditors or others. 5.13 Presentations or reports submitted or delivered to shareholders (whether current or prospective), customers or creditors of the Company. 5.14 Any matter relating to financial reports, accounting or book-keeping of the Company and/or an Affiliate or failure to pay, report or keep any foreign, federal, state, county, local, municipal or city taxes or other mandatory payment. 5.15 Any claim or demand made by any third party suffering any personal injury or damage to business or personal property through any action attributed as applied to the Company and/or an Affiliateand as directed by the Research Committee, or their respective employeesin particular those requirements stipulated under Section 19, agents or other persons acting or allegedly acting on their behalf. 5.16 Any administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation by any governmental entity, including the Office 19A and 19B of the Chief Scientist or the Investments Center of the Israeli Ministry of Industry, Trade and Labor, the Israeli Antitrust Authority or the Israel Securities Authority, or other person alleging the failure to comply with any statute, law, ordinance, rule, regulation, order or decree of any governmental entity applicable R&D Law relating to the Company or any of its Affiliates, or any of their respective businesses or operations. 6. The total amount of indemnification that the Company undertakes towards all persons whom it has resolved to indemnify for the matters and in the circumstances described herein, jointly and in the aggregate, shall not exceed the greater of: (a) An amount equal to $10 Million US Dollars, according to the representative rate of exchange, or any other official rate of exchange that may replace it, at the Time of Indebtedness; or (b) The amount adjudicated against you jointly and severally with others. (c) The amount adjudicated against you subject to the limitations in paragraphs 6(a) and 6(b) above (the greater of the two) plus the amount adjudicated against others if their portion is not collected for any reason. 7. The Company will not indemnify you for any liability with respect to which you have received payment by virtue of an insurance policy or another indemnification agreement other than for amounts which are in excess of the amounts actually paid to you pursuant to any such insurance policy or other indemnity agreement (including deductible amounts not covered by insurance policies), within the limits set forth in paragraph 6 above. 8. Subject to the provisions of paragraphs 6 and 7 above, the indemnification will, in each case, cover all sums of money (100%) that you will be obligated to pay, in those circumstances for which indemnification is permitted under the law. 9. The Company will be entitled to any amount collected from a third party in connection with liabilities indemnified hereunder and which are in excess of the amount, if any, not indemnified by the Company. 10. In all indemnifiable circumstances indemnification will be subject to the following: 10.1 You shall notify the Company of any legal proceedings initiated against you and of all possible or threatened legal proceedings within seven (7) days from the day that you are dully and lawfully first aware thereof, and that you transfer to the Company, or to such person as it shall advise you, without delay all documents you receive in connection with these proceedings. Similarly, you must advise the Company on an ongoing and current basis concerning all events which you suspect may give rise to the initiation of legal proceedings against you. Failure to notify the Company as aforesaid will not relieve the Company of its indemnification obligations pursuant hereto except to the extent that it has been actually prejudiced as a result of such failure. 10.2 Other than with respect to proceedings that have been initiated against you by the Company or in its name, the Company shall be entitled to undertake the conduct of your defense in respect of such legal proceedings and/or to hand over the conduct thereof to any attorney which the Company may choose for that purpose. In the event that: (i) such attorney is not, upon reasonable grounds, acceptable to you, (ii) the Company shall have not assumed the defense of the legal proceedings or has not pursued the defense diligently, or (iii) the named parties to any such legal proceeding include both you and the Company, and it is reasonably concluded that joint representation is inappropriate under applicable standards of professional conduct due to a conflict of interest between yourself and the Company, you will be entitled to appoint an attorney of your own that shall accompany you in such procedure. Your attorney shall be fully updated prohibitions on the defense procedure, and the Company and the attorney conducting the legal defense on behalf transfer of the Company shall fully cooperate with your attorney, including regularly consulting with your attorney on the measures taken in the course of the defenseknow-how and/or production rights. The Company shall indemnify you for all reasonable expenses incurred by you in connection with engaging such attorney. The Company and/or the attorney as aforesaid shall be entitled, within the context of the conduct as aforesaid, to conclude such proceedings, all as it shall see fit, including by way of compromise. At the request As a shareholder of the Company, you shall execute to make all documents required to enable reasonable efforts that the Company and/or its attorney shall not be in breach of the requirements of the R&D Law and the regulations, rules and procedures promulgated thereunder, as aforesaid applied to conduct your defense in your name, the Company and to represent you in all matters connected therewithas directed by the Research Committee, in accordance particular those requirements stipulated under Sections 19, 19A and 19B of the R&D Law relating to the prohibitions on the transfer of know-how and/or production rights. Nothing herein shall be deemed as an assumption by the undersigned of any of the obligations of the Company. By: ______________________ Name: ______________________ Title: ______________________ Work Plan 2006-2007 [***] *** Text omitted and filed separately with the aforesaidSecurities and Exchange Commission pursuant to 17 CFR § 230.406 and § 200.80(b)(4). For ▇▇▇▇ ▇▇▇▇▇▇▇ 784,502 433,668 1,218,170 4.26 % 1,218,170 3.30 % ▇▇▇▇▇ Alumot 784,502 433,668 1,218,170 4.26 % 1,218,170 3.30 % Pitango Venture Capital Fund III (Israeli Sub) L.P. 2,902,420 201,465 861,590 146,804 1,230,319 5,141,133 17.96 % 5,342,597 14.49 % Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. 268,316 18,624 79,650 13,571 113,738 475,275 1.66 % 493,899 1.34 % Pitango Venture Capital Fund III (Israeli Investors) L.P. 784,811 54,475 233,002 39,696 332,677 1,390,185 4.86 % 1,444,660 3.92 % Pitango ▇▇ ▇▇▇▇▇▇ Fund III (Israel), L.P. 447,636 36,734 447,636 1.56 % 484,371 1.31 % Pitango Principles Fund III (Israel) L.P. 102,165 7,092 30,332 5,167 43,307 180,971 0.63 % 188,063 0.51 % Pitango Venture Capital Fund II Trusts 2000 L.P. 204,330 14,184 60,660 10,335 86,614 361,940 1.26 % 376,124 1.02 % Canada Israel Opportunity Fund III, L.P. 45,308 2,520 7,308 9,544 62,160 0.22 % 64,680 0.18 % Shrem, Fudim, ▇▇▇▇▇▇ Founders Group II L.P. 45,308 2,520 7,209 9,544 62,060 0.22 % 64,580 0.18 % ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Ltd. 30,187 1,679 4,932 35,119 0.12 % 36,798 0.10 % Qualitau Ltd. 355,522 26,879 355,522 1.24 % 382,401 1.04 % SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. 2,224,297 318,075 635,475 5,293 515,913 3,380,979 11.81 % 3,699,054 10.03 % Star Management of Investments No. II (2000) L.P. 321,275 45,943 68,535 571 55,667 446,049 1.56 % 491,992 1.33 % Star Growth Enterprise, a German Civil Law Partnership (with limitation of Liability) 1,045,227 1,813,653 433,511 3,292,391 11.50 % 3,292,391 8.93 % SVM Star Ventures Managmenttgesellschaft mbH Nr. 3 334,236 334,236 1.17 % 334,236 0.91 % Genesis Partners II, L.D.C. 1,773,948 253,679 490,760 1,029,418 415,934 3,710,060 12.96 % 3,963,738 10.75 % Genesis Partners II (Israel) L.P. 262,512 37,535 72,426 151,922 61,384 548,244 1.92 % 585,779 1.59 % ▇▇▇▇▇▇ Brothers European Venture Capital L.P. 222,108 41,998 222,108 0.78 % 264,106 0.72 % ▇▇▇▇▇▇ Brothers Holdings plc (on behalf of pre-tax plan) 425,109 80,384 425,109 1.49 % 505,493 1.37 % ▇▇▇▇▇▇ Brothers Partnership Account 2000/2001, L.P. 191,536 36,217 191,536 0.67 % 227,754 0.62 % ▇▇▇▇▇▇ Brothers Offshore Partnership Account 2000/2001, L.P. 49,677 9,393 49,677 0.17 % 59,070 0.16 % Orbotech Technology Ventures L.P. 1,776,860 335,988 1,776,860 6.21 % 2,112,848 5.73 % Intel Atlantic, Inc. 710,745 134,395 710,745 2.48 % 845,140 2.29 % Poalim Ventures Ltd. 381,027 381,027 1.33 % 381,027 1.03 % Poalim Ventures I Ltd. 586,194 586,194 2.05 % 586,194 1.59 % Poalim Ventures II L.P. 1,188,509 1,188,509 4.15 % 1,188,509 3.22 % Financiere Seso S.A 159,620 159,620 0.56 % 159,620 0.43 % Inter Hightech (1982) Ltd. (Previously TICI) 71,829 71,829 0.25 % 71,829 0.19 % Service Providers 32,769 - 0.00 % 32,769 0.09 % TICI 87,791 - 0.00 % 87,791 0.24 % ESOP IL Plan(1)(2) 197,500 4,477,003 197,500 0.69 % 4,674,503 12.68 % ESOP US Plan 430,000 - 0.00 % 430,000 1.17 % Plenus Technologies Ltd 1,556,437 0.00 % 1,556,437 4.22 % (1) The 197,500 Ordinary Shares are held by ▇▇▇ ▇▇▇▇▇▇, CPA as trustee under the avoidance Company’s ESOP (2) Includes 1,410,285 options to purchase Ordinary Shares of doubt, in the case of criminal proceedings the Company and/or granted to Arnon Gat, the attorneys Company’s CEO. Such number of Shares includes an Adjustment (as aforesaid will not have provided for and defined in Mr. Gat’s employment agreement with the right to plead guilty Company) in your name or to agree to a pleaconnection with an investment of US$25. ▇▇▇▇ ▇▇▇▇▇▇▇ 784,502 433,668 1,218,170 3.65 % 1,218,170 2.86 % ▇▇▇▇▇ Alumot 784,502 433,668 1,218,170 3.65 % 1,218,170 2.86 % Pitango Venture Capital Fund III (Israeli Sub) L.P. 2,902,420 201,465 861,590 1,377,123 183,505 5,324,638 15.96 % 5,526,103 12.99 % Pitango Venture Capital Fund III (Israeli Sub.) Non-bargain in your name without your consent. Furthermore, in a civil proceeding Q L.P. 268,316 18,624 79,650 127,309 16,964 492,240 1.48 % 510,863 1.20 % Pitango Venture Capital Fund III (whether before a court or as a part of a compromise arrangementIsraeli Investors) L.P. 784,811 54,475 233,002 372,373 49,619 1,439,805 4.32 % 1,494,279 3.51 % Pitango ▇▇ ▇▇▇▇▇▇ Fund III (Israel), the Company and/or its attorneys will not have the right to admit to any occurrences that are not indemnifiable pursuant to this Letter L.P. 447,636 36,734 447,636 1.34 % 484,371 1.14 % Pitango Principles Fund III (Israel) L.P. 102,165 7,092 30,332 48,474 6,460 187,430 0.56 % 194,522 0.46 % Pitango Venture Capital Fund II Trusts 2000 L.P. 204,330 14,184 60,660 96,949 12,918 374,858 1.12 % 389,042 0.91 % Canada Israel Opportunity Fund III, L.P. 45,308 2,520 7,308 9,544 62,160 0.19 % 64,680 0.15 % Shrem, Fudim, ▇▇▇▇▇▇ Founders Group II L.P. 45,308 2,520 7,209 9,544 62,060 0.19 % 64,580 0.15 % ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Ltd. 30,187 1,679 4,932 35,119 0.11 % 36,798 0.09 % Qualitau Ltd. 355,522 26,879 355,522 1.07 % 382,401 0.90 % SVE Star Ventures Enterprises Gmbh & Co. No. IX KG. 2,224,297 318,075 635,475 521,206 79,061 3,460,039 10.37 % 3,778,113 8.88 % Star Management of Indemnification and Release and/or pursuant to lawInvestments No. II (2000) L.P. 321,275 45,943 68,535 56,238 8,530 454,579 1.36 % 500,521 1.18 % Star Growth Enterprise, or to enter into any settlementa German Civil Law Partnership (with limitation of Liability) 1,045,227 2,247,164 181,876 3,474,267 10.41 % 3,474,267 8.17 % SVM Star Ventures Managmenttgesellschaft mbH Nr. 3 334,236 334,236 1.00 % 334,236 0.79 % Genesis Partners II, or compromise or consent to any judgement unless such settlement, compromise or consent includes an unconditional release of you from all liability arising out of the proceeding, without your consent. However, the aforesaid will notL.D.C. 1,773,948 253,679 490,760 693,952 986,212 3,944,872 11.82 % 4,198,551 9.87 % Ge