Common use of Omnibus Resolutions Clause in Contracts

Omnibus Resolutions. RESOLVED, unanimously, 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, unanimously, that any of the appropriate officers 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 Company’s Board of Directors thereof and all matters relating thereto. RESOLVED, unanimously, 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. In addition to each of the undersigned’s consent to the foregoing resolutions, each of the undersigned hereby confirms that none of the issued and outstanding shares of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or other similar rights it may have, whether pursuant to the Articles of Association of the Company or to any agreement to which it may be a party or otherwise, and hereby waives any pre-emptive rights, rights of first refusal, co-sale rights or other similar rights it may have pursuant to the Articles of Association (old and new) of the Company or to any agreement or otherwise with respect to (A) any of the Series BB-3 Preferred Shares which will be issued pursuant to the Share Purchase Agreement, except to the extent of its participation as provided under the Share Purchase Agreement, and (B) any other shares issuable to the holders of the Series BB-3 Preferred Shares upon conversion or otherwise pursuant to the New Articles and/or the Share Purchase Agreement to protect them against dilution. Each of the undersigned represents that he, she or it is the registered owner of and has the right and legal power to execute this written consent with respect to the number of issued and outstanding shares of the capital of the Company held by him, her or it and that each person signing his or her name below in a representative capacity has the requisite authority so to act. 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. [Signature Page March 2006 General Meeting] IN WITNESS WHEREOF, we affix our signatures hereto as of the date set forth above. Gad ▇▇▇▇▇▇▇ ▇▇▇▇▇ Alumot Pitango Venture Capital Fund III (Israeli Sub) L.P. Pitango Venture Capital Fund III Pitango Venture Capital Fund III Pitango ▇▇ ▇▇▇▇▇▇ Fund III (Israeli Sub.) Non-Q L.P. (Israeli Investors) L.P. (Israel), L.P. Pitango Principles Fund III Pitango Venture Capital Fund III Canada Israel Opportunity Fund (Israel) L.P. Trusts 2000 L.P. III, L.P. Shrem, Fudim, ▇▇▇▇▇▇ Founders ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Ltd. Qualitau Ltd. Group II L.P. SVE Star Ventures Enterprises Gmbh Star Management of Investments Star Growth Enterprise, a German & Co. No. IX KG. No. II (2000) L.P. Civil Law Partnership (with limitation of liability) SVM Star Ventures ▇▇▇▇▇▇ Brothers Holdings plc (on ▇▇▇▇▇▇ Brothers Partnership Managementgesellschaft mbH Nr. 3 behalf of pre-tax plan) Account 2000/2001, ▇.▇. ▇▇▇▇▇▇ Brothers European Venture ▇▇▇▇▇▇ Brothers Offshore Orbotech Technology Ventures L.P. Capital L.P. Partnership Account 2000/2001, L.P. Intel Atlantic, Inc. Genesis Partners II, L.D.C. Genesis Partners II (Israel), L.P. Poalim Ventures Ltd. Poalim Ventures I Ltd. Poalim Ventures II L.P. FINANCIERE SESO S.A. Inter Hightech (1982) Ltd. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CPA (as trustee) (Previously TICI) SHARES XXX NUMBER BB3-XXX This is to certify that [Shareholder] Is the Registered Holder of XXX Preferred BB-3 Shares of par value NIS 0.01 each, Numbered XXX - XXX Inclusive, fully paid up in the above named Company, subject to The Memorandum and Articles of Association of the Company. The undersigned, constituting all of the members of the Board of Directors of the Company (the “Board”), hereby adopt the following resolution by way of unanimous written consent in lieu of holding a formal meeting on the above date and hereby waive any notice whatsoever in connection therewith:

Omnibus Resolutions. RESOLVED, unanimously, 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, unanimously, that any of the appropriate officers 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 Company’s Board of Directors thereof and all matters relating thereto. RESOLVED, unanimously, 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. In addition to each of the undersigned’s consent to the foregoing resolutions, each of the undersigned hereby confirms that none of the issued and outstanding shares of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or other similar rights it may have, whether pursuant to the Articles of Association of the Company or to any agreement to which it may be a party or otherwise, and hereby waives any pre-emptive rights, rights of first refusal, co-sale rights or other similar rights it may have pursuant to the Articles of Association (old and new) of the Company or to any agreement or otherwise with respect to (A) any of the Series BB-3 BB-4 Preferred Shares which will be issued pursuant to the Share Purchase Agreement, except to the extent of its participation as provided under the Share Purchase Agreement, and (B) any other shares issuable to the holders of the Series BB-3 BB-4 Preferred Shares upon conversion or otherwise pursuant to the New Articles and/or the Share Purchase Agreement to protect them against dilution. Each of the undersigned represents that he, she or it is the registered owner of and has the right and legal power to execute this written consent with respect to the number of issued and outstanding shares of the capital of the Company held by him, her or it and that each person signing his or her name below in a representative capacity has the requisite authority so to act. 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. [Signature Page March September 2006 General Meeting] IN WITNESS WHEREOF, we affix our signatures hereto as of the date set forth above. Gad ▇▇▇▇▇▇▇ ▇▇▇▇▇ Alumot Pitango Venture Capital Fund III (Israeli Sub) L.P. Pitango Venture Capital Fund III (Israeli Sub.) Non-Q L.P. Pitango Venture Capital Fund III (Israeli Investors) L.P. Pitango ▇▇ ▇▇▇▇▇▇ Fund III (Israeli Sub.) Non-Q L.P. (Israeli Investors) L.P. (Israel), L.P. Pitango Principles Fund III (Israel) L.P. Pitango Venture Capital Fund III Trusts 2000 L.P. Canada Israel Opportunity Fund (Israel) L.P. Trusts 2000 L.P. III, L.P. Shrem, Fudim, ▇▇▇▇▇▇ Founders Group II ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Ltd. Qualitau Ltd. Group II L.P. SVE Star Ventures Enterprises Gmbh Star Management of Investments Star Growth Enterprise, a German & Co. No. IX KG. Star Management of Investments No. II (2000) L.P. Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability) SVM Star Ventures Managementgesellschaft mbH Nr. 3 ▇▇▇▇▇▇ Brothers Holdings plc (on behalf of pre-tax plan) ▇▇▇▇▇▇ Brothers Partnership Managementgesellschaft mbH Nr. 3 behalf of pre-tax plan) Account 2000/2001, ▇.▇. ▇▇▇▇▇▇ Brothers European Venture Capital ▇.▇. ▇▇▇▇▇▇ Brothers Offshore Orbotech Technology Ventures L.P. Capital L.P. Partnership Account 2000/2001, L.P. Orbotech Technology Ventures L.P. Intel Atlantic, Inc. Genesis Partners II, L.D.C. Genesis Partners II (Israel), L.P. Poalim Ventures Ltd. Poalim Ventures I Ltd. Poalim Ventures II L.P. Wellington Partners Venture III Technology Fund ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Founders Group II Annex Fund L.P. FINANCIERE SESO S.A. Inter Hightech (1982) Ltd. (Previously TICI) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CPA (as trustee) (Previously TICI) SHARES XXX NUMBER BB3O1-XXX This is to certify that [Shareholder] Is the Registered Holder of XXX Series BB-4 Preferred BB-3 Shares of par value NIS 0.01 each, Numbered XXX - XXX Inclusive, fully paid up in the above named Company, subject to The Memorandum and Articles of Association of the Company. The undersigned, constituting all of the members of the Board of Directors of the Company (the “Board”), hereby adopt the following resolution resolutions by way of unanimous written consent in lieu of holding a formal meeting on the above date and hereby waive any notice whatsoever in connection therewith: