TRANSLATION OF ORIGINAL DOCUMENT IN HEBREW:
ESC MEDICAL SYSTEMS LTD.
MEMORANDUM OF ASSOCIATION OF
A COMPANY LIMITED BY SHARES
(Consolidated Form)
1. Company name: ESC Medical Systems Ltd.
2. The purposes for which the Company was established:
2.1 To engage in research, development, planning and
production of high output electrical energy systems.
2.2 To engage in research, development, planning and
production of electrical energy systems that will produce
other forms of energy.
2.3 To develop products that are based on high output
technologies for military and civilian use.
2.4 To engage in marketing, trade, import and export of
products, processes and knowledge of any kind and nature,
and in whatever field.
2.5 To engage in development, planning and production of
products, tools, instruments, equipment and processes in
the medical and paramedical field.
2.6 To engage in research, development, planning, manufacture
and trade in the various Scientific and Technological
fields.
2.7 To develop, plan, manufacture, sell and trade in any
shape and form in Knowledge, software, hardware and in
various scientific and technological fields.
2.8 To engage in an international trade of goods of any kind.
2.9 To engage in import and export of goods of any kind and
from any country and place.
2.10 To manage workshops, plants, warehouses, stores; to rent,
lease, purchase and to sell such assets in connection
with the Company's business from time to time.
2.11 To enter into agreements with companies, corporations,
individuals; whether as partners, trustees, owners, and
as shareholders, in any kind or type of business,
initiate and establish, companies, corporations and
partnerships of any type or kind of in any field. To be a
shareholder or interested in any form or manner in any
corporate or any other legal entity.
2.12 To extend and receive credits, loans, grants of any type
and kind and to any person or corporation. To invest
moneys in any form and manner in development and research
of any field whatsoever.
2.13 To engage in any legal field that the management of the
Company may decide from time to time.
3. The liability of the members is limited.
4. The authorized share capital of the Company is NIS 5,000,000
divided into 50,000,000 Ordinary Shares, par value NIS 0.10 each.
Amendments. This Memorandum of Association may be amended at any
time and from time to time by a majority of the voting power
represented at the meeting in person, by voting card of by proxy
and voting thereon.
We the undersigned wish to incorporate into a company under this
Memorandum of Association and each hereby agrees to subscribe for
the number of shares of the Company's share capital set forth
opposite to its name.
<TABLE>
<CAPTION>
Serial Signer ID Address Number of
No. Name Number Shares Taken Signature
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Eckhouse Shimon 041785635 27 Aster Rabin St. 10 Ordinary /s/ Eckhouse Shimon
Haifa Shares -------------------
2. Eckhouse Musia 0693136 27 Aster Rabin St. 10 Ordinary /s/ Eckhouse Musia
Haifa Shares -------------------
Date: December 24, 1991
Witness to signatures: /s/ Goldstein Yossef, Adv.
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</TABLE>
