Dividends

        Since our initial public offering and listing on the NASDAQ National Market (now The NASDAQ Global Select Market) in 1996, we have not declared or paid cash dividends on our ordinary shares or ADSs. We intend to retain our earnings for future growth and therefore do not anticipate paying any cash dividends in the foreseeable future. Under Israeli law, dividends may be paid only out of profits and other surplus (as defined in the law) as of our most recent financial statements or as accrued over a period of two years, whichever is higher, provided that there is no reasonable concern that the dividend distribution will prevent us from meeting our existing and foreseeable obligations as they come due. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on various factors, such as our statutory profits, financial condition, operating results and current and anticipated cash needs. In the event cash dividends are declared by us, we may pay such dividends in Israeli currency. Under current Israeli regulations, any cash dividend in Israeli currency paid in respect of ordinary shares purchased by non-residents of Israel with non-Israeli currency may be freely repatriated in such non-Israeli currency, at the rate of exchange prevailing at the time of conversion.

Dividends

        Since our initial public offering and listing on the NASDAQ National Market (now The NASDAQ Global Select Market) in 1996, we have not declared or paid cash dividends on our ordinary shares or ADSs. We intend to retain our earnings for future growth and therefore do not anticipate paying any cash dividends in the foreseeable future. Under Israeli law, dividends may be paid only out of profits and other surplus (as defined in the law) as of our most recent financial statements or as accrued over a period of two years, whichever is higher, provided that there is no reasonable concern that the dividend distribution will prevent us from meeting our existing and foreseeable obligations as they come due. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on various factors, such as our statutory profits, financial condition, operating results and current and anticipated cash needs. In the event cash dividends are declared by us, we may pay such dividends in Israeli currency. Under current Israeli regulations, any cash dividend in Israeli currency paid in respect of ordinary shares purchased by non-residents of Israel with non-Israeli currency may be freely repatriated in such non-Israeli currency, at the rate of exchange prevailing at the time of conversion.

98

Dividends

Prior to the consummation of a Qualified IPO or M&A Transaction, as defined in the Company’s Articles of Association, the holders of Preferred C Shares are entitled to a preference over all other shareholders of the Company in the event that the Company declares or distributes dividends to receive, prior to distribution of any dividends to holders of any other shares of the Company, an amount equal to 8% of the Original Issue Price per share for each Preferred C Share per annum which shall accrue annually on a cumulative basis for the period from the issuance of such Preferred C Share until the payment of any dividend hereunder and thereafter until from such dividend payment date until the next dividend payment date (the “Preferred C Dividend Preference”). If the amount declared or distributed is less than the amount needed to pay the full Preferred C Dividend Preference, such holders are entitled to receive a pro rata portion of the amount distributed, based on the amount of Preferred C Dividend Preference to which each holder is entitled.

After payment in full of the Preferred C Dividend Preference, and prior to the consummation of a Qualified IPO or an M&A Transaction, the holders of Preferred A-1 Shares and Preferred B Shares (together, the “Preferred A/B Shares”) are entitled to a preference over all other shareholders of the Company in the event

F-16

Dividends

        Since our initial public offering on NASDAQ in 1996, we have not declared or paid dividends on our ordinary shares. We intend to retain our earnings for future growth and therefore do not anticipate paying any cash dividends in the foreseeable future.

92

Dividends

          Since our initial public offering on Nasdaq in 1996, we have not declared or paid dividends on our ordinary shares. We intend to retain our earnings for future growth and therefore do not anticipate paying any cash dividends in the foreseeable future.

Dividends