Common use of Negevtech Ltd Clause in Contracts

Negevtech Ltd. We have acted as counsel to Negevtech Ltd., a company limited by shares, formed and existing under the laws of the State of Israel (the “Company”), in connection with the Series BB-4 Preferred Share Purchase Agreement dated September 26, 2006 (the “Share Purchase Agreement”) between the Company and yourselves and all the Schedules, Exhibits and all ancillary documents related thereto to which the Company is a party (the “Transaction Documents”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Transaction Documents. In connection with the opinions set forth below, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for the purpose of this opinion. In our examination, we have assumed the due execution and delivery of documents by the parties (other than the Company) thereto (pursuant to due authorization), the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents and legal capacity of all signatories to such documents. The opinions hereinafter expressed are qualified to the extent that the validity or enforceability of any of the agreements, documents or obligations referred to herein may be limited by, subject to or affected by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or by statutory or decisional law concerning recourse by creditors to security in the absence of notice and hearing, or by general equitable principles, or by the discretionary powers of any court or administrative body. We do not express any opinion herein as to the availability of any equitable or other specific remedy, including specific performance, upon breach of any of the agreements, documents or obligations referred to herein. Cohen, Cohen, Yaron-Eldar & Co. Insofar as this opinion relates to factual matters, information with respect to which is in possession of the Company, we have relied (without independent investigation) upon the representations by the Company in the Transaction Documents and on representations or certificates of, or communications with directors, officers, employees or representatives of the Company and certain public officials. Except as expressly set forth in this opinion, we have not undertaken any independent investigation to determine the existence or absence of such facts. Apart from an examination of the public records of the Israeli Registrar of Companies, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinions expressed herein. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. In using the term “knowledge” or any variation thereof with respect to the existence or absence of facts we rely solely on representations, certificates or communications as aforesaid and indicate that during the course of our representation of the Company, no information has come to our attention that has given us actual knowledge of the existence or absence of such facts, and such terms refer to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company. For purposes of our opinion in paragraph 1 below, we have relied solely upon the Certificate of Incorporation and Registration as a Private Company issued by the Registrar of Companies dated 22.12.91 and upon documents filed and held on record with the Registrar of Companies. For purposes of our opinion in paragraphs 3 and 4(ii) below, we have relied, inter alia, on your representations in Section 3 of the Share Purchase Agreement. We do not represent ourselves as being familiar with the laws of any jurisdiction other than the laws of the State of Israel. Accordingly, we express no opinion in respect to matters governed by or construed in accordance with the laws of any jurisdiction other than the laws of the State of Israel. Based upon and subject to the foregoing, we are of the opinion that other than as set forth in the Transaction Documents:

Negevtech Ltd. We have acted as counsel to Negevtech Ltd., a company limited by shares, formed and existing under the laws of the State of Israel (the “Company”), in connection with the Series BB-4 BB Preferred Share Purchase Agreement dated September 26March 22, 2006 (the “Share Purchase Agreement”) between the Company and yourselves and all the Schedules, Exhibits and all ancillary documents related thereto to which the Company is a party (the “Transaction Documents”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Transaction Documents. In connection with the opinions set forth below, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for the purpose of this opinion. In our examination, we have assumed the due execution and delivery of documents by the parties (other than the Company) thereto (pursuant to due authorization), the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents and legal capacity of all signatories to such documents. The opinions hereinafter expressed are qualified to the extent that the validity or enforceability of any of the agreements, documents or obligations referred to herein may be limited by, subject to or affected by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or by statutory or decisional law concerning recourse by creditors to security in the absence of notice and hearing, or by general equitable principles, or by the discretionary powers of any court or administrative body. We do not express any opinion herein as to the availability of any equitable or other specific remedy, including specific performance, upon breach of any of the agreements, documents or obligations referred to herein. CohenBeit Oz, Cohen00 Xxxx Xxxxxx Xx., Yaron-Eldar & Co. Xxxxx Xxx 00000, Israel n Tel: +000 (0) 000 0000 n Fax: +000 (0) 000 0000 Email: xxxx@xxxxxxxx.xx.xx n Web: xxx.XxxxxXxx.xx.xx Insofar as this opinion relates to factual matters, information with respect to which is in possession of the Company, we have relied (without independent investigation) upon the representations by the Company in the Transaction Documents and on representations or certificates of, or communications with directors, officers, employees or representatives of the Company and certain public officials. Except as expressly set forth in this opinion, we have not undertaken any independent investigation to determine the existence or absence of such facts. Apart from an examination of the public records of the Israeli Registrar of Companies, we have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinions expressed herein. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. In using the term “knowledge” or any variation thereof with respect to the existence or absence of facts we rely solely on representations, certificates or communications as aforesaid and indicate that during the course of our representation of the Company, no information has come to our attention that has given us actual knowledge of the existence or absence of such facts, and such terms refer to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company. For purposes of our opinion in paragraph 1 below, we have relied solely upon the Certificate of Incorporation and Registration as a Private Company issued by the Registrar of Companies dated 22.12.91 and upon documents filed and held on record with the Registrar of Companies. For purposes of our opinion in paragraphs 3 and 4(ii) below, we have relied, inter alia, on your representations in Section 3 of the Share Purchase Agreement. We do not represent ourselves as being familiar with the laws of any jurisdiction other than the laws of the State of Israel. Accordingly, we express no opinion in respect to matters governed by or construed in accordance with the laws of any jurisdiction other than the laws of the State of Israel. Based upon and subject to the foregoing, we are of the opinion that other than as set forth in the Transaction Documents:

Negevtech Ltd. We have acted Schedule 1 Options Granted to Total Granted Options Exercise Price Option Expiration Date Exercise Dates NEGEVTECH LTD. APPENDIX C (Section 10.2 of the Plan) IRREVOCABLE PROXY AND POWER OF ATTORNEY I, the undersigned, ___________, hereby appoint Xxx Xxxxxx, CPA, or whomever shall replace him as counsel trustee pursuant to Negevtech Ltd.‘s Employee Share Ownership and Option Plan (2001), a company limited by sharesas amended 2003 & 2004 & 2005, formed or whomever they shall designate (the “Trustee” and existing under the laws “Plan”, respectively) as my proxy to participate and vote (or abstain) for me and on my behalf as he at his sole discretion shall deem appropriate, on all matters at all meetings of the State shareholders (whether ordinary, extraordinary or otherwise), of Israel Negevtech Ltd. (the “Company”), in connection with on behalf of all the Series BB-4 Preferred Share Purchase Agreement dated September 26, 2006 (the “Share Purchase Agreement”) between shares and/or options of the Company held by the Trustee on my behalf and yourselves hereby authorize and all grant a power of attorney to the Schedules, Exhibits Trustee as follows: I hereby authorize and all ancillary documents related thereto grant power of attorney to the Trustee for as long as any shares and/or options which were allotted or granted on my behalf are held by the Company is a party (the “Transaction Documents”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms Trustee or registered in the Transaction Documents. In connection with the opinions set forth below, we have examined originalshis name, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, for as long as the certificates and other instruments as we have deemed necessary or appropriate for the purpose of this opinion. In our examination, we have assumed the due execution and delivery of documents representing any shares are held by the parties (other than the Company) thereto (pursuant Trustee, to due authorization)exercise every right, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies power and the authenticity of the originals of such latter documents and legal capacity of all signatories to such documents. The opinions hereinafter expressed are qualified to the extent that the validity or enforceability of any of the agreements, documents or obligations referred to herein may be limited by, subject to or affected by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or by statutory or decisional law concerning recourse by creditors to security in the absence of notice and hearing, or by general equitable principles, or by the discretionary powers of any court or administrative body. We do not express any opinion herein as to the availability of any equitable or other specific remedy, including specific performance, upon breach of any of the agreements, documents or obligations referred to herein. Cohen, Cohen, Yaron-Eldar & Co. Insofar as this opinion relates to factual matters, information authority with respect to the shares and/or options and to sign in my name and on my behalf any document (including any agreement, including a merger agreement of the Company or an agreement for the purchase or sale of assets or shares (including the shares of the Company held on my behalf) and any and all documentation accompanying any such agreements, such as, but not limited to, resolutions, decisions, requests, instruments, receipts and the like), and any affidavit or approval with respect to the shares and/or options or to the rights which they represent in the Company in as much as the Trustee shall deem it necessary or desirable to do so. In addition and without derogating from the generality of the foregoing, I hereby authorize and grant power of attorney to the Trustee to sign any document as aforesaid and any affidavit or approval (such as any waiver of rights of first refusal to acquire shares which are offered for sale by other shareholders of the Company and/or any waiver of any preemptive rights to acquire any shares being allotted by the Company, in as much as such rights shall exist pursuant to the Company’s Articles of Association as shall be in existence from time to time) and/or to make and execute any undertaking in my name and on my behalf if the Trustee shall, at his sole discretion, deem that the document, affidavit or approval is in possession necessary or desirable for purposes of any placement of securities of the Company, we have relied whether private or public (without independent investigation) including lock-up and/or market stand-off arrangements and undertakings), whether in Israel or abroad, for purposes of a merger of the Company with or into another entity, whether the Company is the surviving entity or not, for purposes of any reorganization or recapitalization of the Company or for purposes of any purchase or sale of assets or shares of the Company. This Proxy and Power of Attorney shall be interpreted in the widest possible sense, in reliance upon the representations Plan and upon the goals and intentions thereof. This Proxy and Power of Attorney shall expire and cease to be of force and effect immediately after the consummation of the initial public offering of the Company’s shares, pursuant to an effective registration statement, prospectus or similar document in Israel or such other jurisdiction as is determined by the Company in the Transaction Documents and on representations or certificates of, or communications with directors, officers, employees or representatives Board of Directors of the Company and certain public officials. Except shall be irrevocable until such time as expressly set forth in this opinion, we have not undertaken any independent investigation to determine the existence or absence of such facts. Apart from an examination rights of the public records Company and the Company’s shareholders are dependent hereon. The expiration of this Power of Attorney shall in no manner affect the validity of any document (as aforesaid), affidavit or approval which has been signed or given as aforesaid prior to the expiration hereof and in accordance herewith. This Proxy and Power of Attorney shall also apply to all shares and/or options in other entities issued or granted to or on behalf of the Israeli Registrar undersigned and held by the Trustee in consideration or in exchange for any shares and/or options of Companies, we have not examined any records of any court, administrative tribunal or other similar entity the Company in connection with our opinions expressed herein. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence consolidation or absence of any fact, and no inference as to our knowledge of the existence merger or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. In using the term “knowledge” or any variation thereof like transaction with respect to the existence or absence of facts we rely solely on representations, certificates or communications as aforesaid and indicate that during the course of our representation of the Company, no information has come to our attention that has given us actual knowledge of and the existence or absence of term “Company” when used herein shall include any other such facts, and such terms refer to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company. For purposes of our opinion in paragraph 1 below, we have relied solely upon the Certificate of Incorporation and Registration as a Private Company issued by the Registrar of Companies dated 22.12.91 and upon documents filed and held on record with the Registrar of Companies. For purposes of our opinion in paragraphs 3 and 4(ii) below, we have relied, inter alia, on your representations in Section 3 of the Share Purchase Agreement. We do not represent ourselves as being familiar with the laws of any jurisdiction other than the laws of the State of Israel. Accordingly, we express no opinion in respect to matters governed by or construed in accordance with the laws of any jurisdiction other than the laws of the State of Israel. Based upon and subject to the foregoing, we are of the opinion that other than as set forth in the Transaction Documents:entity.