Liquidiy Group.

Qualified Investor Declaration and Consent

The undersigned acknowledges, certifies and agrees that(i) it falls within one of the categories of qualified investors listed below;(ii) it is aware that the purpose of this declaration is to allow Liquidity Capital (“Liquidity”) to avail itself of the exemption from the requirement to offer and/or sale securities in accordance with prospectus (TASHKIF), under Section 15A of the Israeli Securities Law, 1968; and (iii) it is aware of the legal consequences of the foregoing declaration and consent:

• a ‘fund for joint investments in trust’ (i.e. mutual fund), as such term is defined in the Israeli Law for Joint Investments in Trust, 1994, or a manager thereof;
• a ‘provident fund’ or a ‘management company’ of such a fund as such terms are defined in the Israeli Law of Oversight of Financial Services (Provident Funds), 2005;
• an ‘insurer’, as such term is defined in the Israeli Law for Oversight of Insurance Transactions,1981;
• a ‘banking entity’ or ‘satellite entity’, as such terms are defined in the Israeli Banking Law (Licensing),1981, other than a ‘joint services company’, dealing for its own account or for a client that falls into a category of Appendix 1 of the Israeli Securities Law, 1968;
• a company that is licensed as a ‘portfolio manager’, as such term is defined in Section 8(b) of the Israeli Law for the Regulation of Investment Advisors and Portfolio Managers,1995, dealing for its own account or for a client that falls into a category of Appendix 1 of the Israeli Securities Law, 1968;
• a company that is licensed as an ‘investment advisor’ or ‘investment marketer’, as such terms are defined in Section 7(c) of the Israeli Law for the Regulation of Investment Advisors and Portfolio Managers, 1995, dealing for its own account;
• a company that is a member of the Tel Aviv Stock Exchange, dealing for its own account or for a client that falls into a category of Appendix 1 of the Israeli Securities Law, 1968;
• an underwriter that fulfils the conditions of Section 56(c) of the Israeli Securities Law, 1968, dealing for its own account;
• a ‘venture capital fund’ (such term is defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) present above-average investment risk);
• an entity in which all of the equity owners meet one or more of the above criteria;
• an entity, not formed for the purpose of a specific investment, with equity capital exceeding NIS 50million;
• an individual who owns total value of the liquid assets exceeding NIS 8,364,177;
• an individual with amount of income in each of the last two years exceeding NIS 1,254,627 or the amount of income of the family unit which the individual belongs exceeding NIS1,881,940;
• an individual with amount of liquid assets exceeding NIS 5,227,610 and with the amount of income in each of the last two years exceeding NIS 627,313; or the total amount of income of the family unit to which the individual belongs in each of the last two years exceeding NIS 940,969.

For this purpose, "Liquid Assets" - cash, deposits, financial assets as defined in the Israeli Law for the Regulation of Investment Advisors and Portfolio Managers, 1995 and securities traded on the Stock Exchange.

"Family unit" - an individual and members of the individual’s family who live with the qualified Investor or support one of them over the other.

The undersigned undertakes to inform Liquidity as soon as possible if it no longer satisfies the foregoing declaration and to keep the information disclosed to me in strict confidence, and not to disclose any of the disclosed information to a third party without Liquidity’s prior written consent.

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