VOTING AND SUPPORT AGREEMENT

A .           Contemporaneously with the execution of this Agreement, the Company, Purchaser, and Carmel V.C. 2 Ltd. and Tamir Fishman Ventures Management II Ltd. as the Holder Representatives and certain shareholders of the Company listed on Exhibit A attached thereto have entered into an Acquisition Agreement (the “ Acquisition Agreement ”), providing for, among other things, the acquisition of all of the issued and outstanding share capital of the Company including any and all securities convertible and/or exercisable into Company Securities (as defined below), pursuant to which the Company will become a wholly-owned subsidiary of Purchaser whether by way of a share purchase of all of the issued and outstanding share capital of the Company or by way of a merger of a wholly owned subsidiary of Purchaser (to be incorporated in Israel) with the Company, at the Closing thereof or subsequent thereto.

B.            The Shareholders are the holders and beneficial owners of Company Securities.

C.            In order to induce Purchaser to enter into the Acquisition Agreement, each of the Shareholders, severally and not jointly, and solely in its or his capacity as a shareholder, wish to enter into this Agreement.

                             NOW, THEREFORE , for good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1.              Representations of Shareholders .     Each of the Shareholders represents and warrants to Purchaser solely with respect to itself, severally and not jointly, that:

(a)   such Shareholder is the holder and beneficial owner of the Company Ordinary Shares and/or the Company Ordinary A Shares and/or Company Preferred Shares including Preferred A-1 Shares and/or Preferred A-3 Shares and/or Preferred B Shares and/or Preferred C Shares set forth opposite such Shareholder’s name on Section 3.05(e) of the Company Disclosure Schedule of the Acquisition Agreement (such shares collectively referred to as “ Company Securities ”), free and clear of all Liens and, except for this Agreement or as set forth or specifically disclosed in the Acquisition Agreement (including the Company Disclosure Schedule), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Shareholder is a party relating to the pledge, disposition or Voting (as defined below) of any Company Securities and there are no Voting trusts or Voting agreements with respect to such shares;

(b)   such Shareholder does not beneficially own any Company Securities other than as set forth in Section 3.05(e) of the Company Disclosure Schedule of the Acquisition Agreement and, except as set forth or specifically disclosed in the Acquisition Agreement (including the Company Disclosure Schedule), does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company (other than upon conversion of any Company Preferred Shares into Company Ordinary Shares);

(c)   such Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully such Shareholder’s obligations hereunder;

(d)   this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in proceeding in equity or at law); and

(e)   the execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation by such Shareholder of the transactions contemplated hereby will not (i) result in a conflict with or in a breach of any provisions of the organizational documents of the Shareholder, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any contract, agreement, instrument, commitment, arrangement or understanding with respect to the Shareholder’s Company Securities, (iii) require any material consent, authorization or approval of any person or (iv) violate or conflict with any writ, injunction or decree applicable to the Shareholder or the Shareholder’s Company Securities.

2.              Agreement to Vote; Proxy .    Each of the Shareholders hereby agrees to vote such Shareholder’s Company Securities as follows at every meeting of the shareholders of the Company and at every adjournment or postponement thereof or at any written action of the shareholders or otherwise with respect to any of the following matters:

(a)   in favor of adoption and approval of the Acquisition Agreement and the transactions contemplated thereby (the “ Acquisition ”), at every meeting of the shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof, including but not limited to, if notified by the Purchaser of its intent to consummate the Merger under Section 6.11 in favor of the Merger and any other proposals subject to and consistent with the provisions of the Acquisition Agreement in support of the Merger; and

(b)   against any action or agreement (other than the Acquisition Agreement or the actions and transactions contemplated thereby) that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or such Shareholder under the Acquisition Agreement or that could result in any of the conditions to the Company’s or the Selling Shareholders' obligations under the Acquisition Agreement not being fulfilled; and

(c)   except for the Acquisition or the Merger, against any Acquisition Proposal, or merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Company or its Subsidiaries.

Each of the Shareholders hereby delivers to Thinh Tran and Thomas E. Gay III an irrevocable proxy (the “ Company Proxy ”) substantially in the form attached hereto as Exhibit A , to Vote such Shareholder’s Company Securities, as set forth above. The Proxies delivered by each of the Shareholders pursuant to this Section 2 shall be irrevocable, to the fullest extent permissible by applicable law, during the term of this Agreement. For purposes of this Agreement, “ Vote ” or “ Voting ” includes voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action or taking other action in favor of or against any action.

3.              No Voting Trusts .    Each of the Shareholders agrees that they will not, nor will they permit any entity under their control to, deposit any of its Company Securities in a Voting trust or subject any of their Company Securities to any arrangement with respect to the Voting of such shares in a manner inconsistent with this Agreement or the Acquisition Agreement.