Exhibit
10.1


 


PLACEMENT
AGENCY AGREEMENT


 


June
5, 2017


 


Ladenburg
Thalmann & Co. Inc.


4400
Biscayne Blvd


14th
Floor


Miami,
Florida 33137


 


Ladies
and Gentlemen:


 


Introduction.       Subject
to the terms and conditions herein (this “Agreement”), Microbot Medical, Inc., a Delaware corporation (the “Company”),
hereby agrees to sell up to an aggregate of $10,500,000 of the Company’s common stock, par value $0.01 per share
(the “Common Stock” or the “Securities”) directly to various investors (each, an “Investor”
and, collectively, the “Investors”) through Ladenburg Thalmann & Co. Inc., as placement agent (“Ladenburg”
or the “Placement Agent”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers
on its behalf in connection with the Offering (as defined below).


 


The
Company hereby confirms its agreement with the Placement Agent as follows:


 


Section
1. Agreement to Act as Placement Agent.


 


On
the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and
conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale
by the Company of the Shares from time to time pursuant to the Company’s registration statement on Form S-3 (File No. 333-217076)
(the “Registration Statement”) (such offering, the “Offering”), to be subject to market conditions and
negotiations between the Company and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis
and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion
thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as
defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing.
The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority
to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to
accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof,
payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing”
and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing
Date, the Company shall pay to the Placement Agent the fees and expenses set forth in the Investment Banking Agreement, dated
May 4, 2017, between the Company and Ladenburg (the “Engagement Letter”). Notwithstanding anything to the contrary
contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s
obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the
Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable
pursuant to Section 1 hereof and the Engagement Letter and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D),
will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability
of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial
advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the
“Securities Act”).


 




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Section
2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to
the Placement Agent as of the date hereof, and as of each Closing Date, as follows:


 


(a)       Securities
Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration
Statement under the Securities Act of 1933, as amended (the “Securities Act”), which was filed on March 31, 2017,
and declared effective on April 14, 2017 at 4:00 p.m. Eastern Time for the registration of certain securities of the Company,
including the Shares being sold hereby. At the time of such filing, the Company met the requirements of Form S-3 under the Securities
Act. Following the determination of pricing among the Company and the prospective Investors introduced to the Company by the Placement
Agent, the Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations
(the “Rules and Regulations”) of the Commission promulgated thereunder, a prospectus supplement relating to the terms
of the Offering and of the Shares and the plan of distribution thereof and will advise the Placement Agent of all further information
(financial and other) with respect to the Company required to be set forth therein. Such registration statement, at any given
time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter called the “Registration
Statement”; the prospectus which is included in the Registration Statement, in the form in which it has most recently been
filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”;
and the amended or supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule
424(b) (including the Base Prospectus as so amended or supplemented) is hereinafter called the “Prospectus Supplement.”
The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.”
Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus or the
Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated
Documents”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
at any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Original Registration Statement, the Base Prospectus
or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the
date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be
incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information
that is “contained,” “included,” “described,” “referenced,” “set forth”
or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references
of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is
or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement,
as the case may be. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending
the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement or intends to commence
a proceeding for any such purpose.


 




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(b)       Assurances.
The Original Registration Statement, as amended, (and any further documents to be filed with the Commission) contains all exhibits
and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto,
at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable
Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
The Base Prospectus, and the Prospectus Supplement, each as of its respective date, comply or will comply in all material respects
with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Prospectus
Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The Incorporated Documents, if any, when they were filed with the Commission, conformed in all
material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents,
when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus
or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents
so filed and incorporated by reference in the Base Prospectus or Prospectus Supplement, when such documents are filed with the
Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations,
as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment
to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in
the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are
no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not
been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no
contracts or other documents required to be described in the Base Prospectus, or Prospectus Supplement, or to be filed as exhibits
or schedules to the Registration Statement, that have not been described or filed as required. The Company is eligible to use
free writing prospectuses in connection with the Offering pursuant to Rules 164 and 433 under the Securities Act. Any free writing
prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with
the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission
thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the
Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with
the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will
not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.


 




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(c)       Offering
Materials. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed
copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and
conformed copies of the Registration Statement (without exhibits), the Base Prospectus, and the Prospectus Supplement, as amended
or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any
of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material
in connection with the offering and sale of the Securities other than the Base Prospectus, the Prospectus Supplement, the Registration
Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.


 


(d)       Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement, the Securities Purchase Agreement (defined below) and the Prospectus Supplement and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the Securities
Purchase Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby and under the
Prospectus Supplement have been duly authorized by all necessary action on the part of the Company and no further action is required
by the Company, the Company’s Board of Directors (the “Board of Directors”) or the Company’s stockholders
in connection therewith other than in connection with the Required Approvals (as defined in that certain Securities Purchase Agreement
dated as of June 5, 2017, between the Company and each Investor (the “Securities Purchase Agreement”). This Agreement
has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


 


(e)       No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant
to the Securities Purchase Agreement and the Prospectus Supplement, the issuance and sale of the Securities and the consummation
by it of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate
any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would
become a default) under, result in the creation of any lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or
both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or
a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect (as defined in the Securities Purchase Agreement).


 




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(f)       Representations
and Warranties Incorporated by Reference. Each of the representations and warranties made to the Purchasers in the Securities
Purchase Agreement (together with any related disclosure schedules thereto), is hereby incorporated herein by reference (as though
fully restated herein) and is hereby made to, and in favor of, the Placement Agent.


 


Section
3. Delivery and Payment. Each Closing shall occur at the offices of the Placement Agent (or at such other place as shall be
agreed upon by the Placement Agent and the Company). Subject to the terms and conditions hereof, at each Closing payment of the
purchase price for the Securities sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of
such Securities, and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement
Agent may request at least one business day before the time of purchase (as defined below).


 


Deliveries
of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent. All
actions taken at a Closing shall be deemed to have occurred simultaneously.


 


Section
4. Covenants and Agreements. The Company further covenants and agrees with the Placement Agent as follows:


 


(a)       Registration
Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time when
any amendment to the Registration Statement has been filed or becomes effective or any supplement to any Prospectus Supplement
or any amended Prospectus Supplement has been filed and will furnish the Placement Agent with copies thereof. The Company will
file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus Supplement and for so long
as the delivery of a prospectus is required in connection with the Offering. The Company will advise the Placement Agent, promptly
after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement or to amend or supplement
any Prospectus Supplement or for additional information, and (ii) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any Incorporated
Document, if any, or any amendment or supplement thereto or any order preventing or suspending the use of the Base Prospectus
or any Prospectus Supplement or any amendment or supplement thereto or any post-effective amendment to the Registration Statement,
of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the institution or threatened
institution of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the
Registration Statement or a Prospectus Supplement or for additional information. The Company shall use its commercially reasonable
efforts to prevent the issuance of any such stop order or prevention or suspension of such use. If the Commission shall enter
any such stop order or order or notice of prevention or suspension at any time, the Company will use its commercially reasonable
efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use
its commercially reasonable efforts to have such new registration statement declared effective as soon as practicable. Additionally,
the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities
Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that
any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.


 




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(b)       Blue
Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Securities
for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors
may reasonably request and will make such applications, file such documents, and furnish such information as may be reasonably
required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided
further that the Company shall not be required to produce any new disclosure document other than a Prospectus Supplement. The
Company will, from time to time, prepare and file such statements, reports and other documents as are or may be required to continue
such qualifications in effect for so long a period as the Placement Agent may reasonably request for distribution of the Securities.
The Company will advise the Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption
relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for
any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the
Company shall use its commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.


 


(c)       Amendments
and Supplements to a Prospectus Supplement and Other Matters. The Company will comply with the Securities Act and the Exchange
Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities
as contemplated in this Agreement, the Incorporated Documents and any Prospectus Supplement. If during the period in which a prospectus
is required by law to be delivered in connection with the distribution of Securities contemplated by the Incorporated Documents
or any Prospectus Supplement (the “Prospectus Delivery Period”), any event shall occur as a result of which, in the
judgment of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend
or supplement the Incorporated Documents or any Prospectus Supplement in order to make the statements therein, in the light of
the circumstances under which they were made, as the case may be, not misleading, or if it is necessary at any time to amend or
supplement the Incorporated Documents or any Prospectus Supplement or to file under the Exchange Act any Incorporated Document
to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at its own expense to the
Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the Registration Statement,
the Incorporated Documents or any Prospectus Supplement that is necessary in order to make the statements in the Incorporated
Documents and any Prospectus Supplement as so amended or supplemented, in the light of the circumstances under which they were
made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus
Supplement, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the
Incorporated Documents or any Prospectus Supplement in connection with the Offering, the Company will furnish the Placement Agent
with a copy of such proposed amendment or supplement and will not file any such amendment or supplement until the Placement Agent
has had a reasonable opportunity to provide comments to the Company; provided that the Company may file any document or report
determined by the Company to be required to be filed pursuant to the Securities Act or the Exchange Act or the rules and regulations
promulgated thereunder with the time periods required for such filing irrespective of any such comments.


 




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(d)       Copies
of any Amendments and Supplements to a Prospectus Supplement. The Company will furnish the Placement Agent, without charge,
during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies
of the Incorporated Documents and any Prospectus Supplement and any amendments and supplements thereto (including any Incorporated
Documents, if any) as the Placement Agent may reasonably request.


 


(e)       Free
Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent,
make any offer relating to the Securities that would constitute a Company Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with
the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly
consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants
that it shall (i) treat each Permitted Free Writing Prospectus as a Company Free Writing Prospectus, and (ii) comply with the
requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect
of timely filing with the Commission, legending and record keeping.


 


(f)       Transfer
Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 


(g)       Earnings
Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act, but in any event
not later than 18 months after the last Closing Date, the Company will make generally available to its security holders and to
the Placement Agent an earnings statement, covering a period of at least 12 consecutive months beginning after the last Closing
Date, that satisfies the provisions of Section 11(a) and Rule 158 under the Securities Act.


 


(h)       Periodic
Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission
and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the
manner required by the Exchange Act. As used herein, “Trading Market” means any of the following markets or exchanges
on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the
Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing).


 


(i)       Additional
Documents. The Company will enter into any subscription, purchase or other customary agreements as the Placement Agent or
the Investors deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably
acceptable to the Company, Placement Agent and the Investors. The Company agrees that the Placement Agent may rely upon, and is
a third party beneficiary of, the representations and warranties, and applicable covenants, set forth in any such purchase, subscription
or other agreement with Investors in the Offering.


 


(j)       No
Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that
has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities
of the Company.


 




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(k)       Acknowledgment.
The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the
Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement
Agent’s prior written consent, except as required by law, regulation or order of any applicable governmental or regulatory
authority.


 


Section
5. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject
to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as
of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants
and other obligations hereunder on and as of such dates, and to each of the following additional conditions:


 


(a)       Compliance
with Registration Requirements; No Stop Order; No Objection from FINRA. Each Prospectus Supplement (in accordance with Rule
424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly
filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no
order preventing or suspending the use of any Prospectus Supplement shall have been issued and no proceeding for that purpose
shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution
of the Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory
authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge
of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for
additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection
to the fairness and reasonableness of the placement terms and arrangements.


 


(b)       Corporate
Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement
and each Prospectus Supplement, and the registration (as to the Shares), sale and delivery of the Securities, shall have been
completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have
been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters
referred to in this Section 5.


 


(c)       No
Material Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the
Placement Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse
Effect.


 


(d)       Opinion
of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of legal counsel
to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter, addressed to the Placement
Agent in form and substance reasonably satisfactory to the Placement Agent.


 




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(e)       Officers’
Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing
Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that the signers of such
certificate have reviewed the Registration Statement, the Incorporated Documents, any Prospectus Supplement, any Permitted Free
Writing Prospectus and this Agreement and to the further effect that:


 


(i)       The
representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made on and
as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to such Closing Date in all material respects;


 


(ii)       No
stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement
has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge,
threatened under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or
any other securities of the Company has been issued by any securities commission, securities regulatory authority or stock exchange
in the United States and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company,
contemplated by any securities commission, securities regulatory authority or stock exchange in the United States;


 


(iii)       When
the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such
certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed
with the Commission, contained all material information required to be included therein by the Securities Act and the Exchange
Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed
to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder,
as the case may be, and the Registration Statement and the Incorporated Documents, if any, did not and do not include any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations
and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since the effective
date of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations of
the Commission thereunder to be set forth in the Incorporated Documents which has not been so set forth; and


 


(iv)       Subsequent
to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus
Supplement, there has not been: (a) any transaction that is material to the Company and the Subsidiaries taken as a whole, except
transactions entered into in the ordinary course of business; (b) any obligation, direct or contingent, that is material to the
Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary
course of business; (c) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding
stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (d) any dividend or distribution of any
kind declared, paid or made on the capital stock of the Company; or (e) any loss or damage (whether or not insured) to the property
of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.


 




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(f)      Stock
Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the principal Trading
Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the
registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the principal
Trading Market, nor shall the Company have received any information that the Commission or the principal Trading Market is contemplating
terminating such registration or listing.


 


(g)       Additional
Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such
information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale
of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or
the satisfaction of any of the conditions or agreements, herein contained.


 


If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without
liability on the part of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification
and Contribution) and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall
survive such termination.


 


Section
6.Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with
the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:
(i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving
costs); (ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer
and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection
with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements,
exhibits, schedules, consents and certificates of experts), the Base Prospectus and each Prospectus Supplement, and all amendments
and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the
Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or
any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other
country, and, if requested by the Placement Agent, advising the Placement Agent of such qualifications, registrations and exemptions;
(vii) if applicable, the filing fees incident to the review and approval by the FINRA of the Placement Agent’s participation
in the offering and distribution of the Securities; (viii) the fees and expenses associated with including the Securities on the
Trading Market; (ix) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,”
if any; and (x) all other fees, costs and expenses of the Company related to the Offering. The fees and expenses of the Placement
Agent’s counsel and any other out-of-pocket expenses of the Placement Agent in connection with the Offering shall be reimbursed
by the Company only to the extent set forth in the Engagement Letter.


 




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Section
7. Indemnification and Contribution. The Company agrees to indemnify the Placement Agent in accordance with the provisions
of Section B of Exhibit A to the Engagement Agreement, which is incorporated by reference herein and made a part hereof.


 


Section
8. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties
and other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth
in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Placement Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the
case may be, and will survive delivery of and payment for the Securities to be sold in the proposed Offering and any termination
of this Agreement. A successor to a Placement Agent, or to the Company, its directors or officers or any person controlling the
Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.


 


Section
9. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, telecopied or sent by
email and confirmed to the parties hereto as follows:


 


If
to the Placement Agent to the address set forth above, attn: General Counsel, Facsimile: 305.572.4220.


 


With
a copy to:


 


Sheppard,
Mullin, Richter & Hampton, LLP


30
Rockefeller Plaza, 39th Floor


New
York, New York 10112


Facsimile:
(212) 653-8700


Attention:
Richard A. Friedman, Esq.


Email:
Rafriedman@sheppardmullin.com


 


If
to the Company:


 


Microbot
Medical, Inc.


25
Recreation Park Drive, Suite 108


Bingham,
MA 02043


Attention:
Harel Gadot, CEO


Email:
harel@microbotmedical.com


 


With
copies to (which shall not constitute notice):


 


Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


One
Financial Center


Boston,
MA 02111


Attention:
Marc D. Mantell, Esq.


Email:
MDMantell@mintz.com


 


Ruskin
Moscou Faltischek, P.C.


14254
RXR Plaza, East Tower, 15th Floor


Uniondale,
NY 11556


Attention:
Steven E. Fox, Esq.


Email:
SFOX@rmfpc.com


 


Any
party hereto may change the address for receipt of communications by giving written notice to the others.


 




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Section
10. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit
of the employees, officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors,
and personal representative, and no other person will have any right or obligation hereunder.


 


Section
11. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 


Section
12. Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both
this Placement Agency Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction,
effect and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles
thereof. Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating
to this Placement Agency Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme
Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection
which it may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction
of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York
in any such suit, action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service
of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New
York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the
Company mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process
upon the Company, in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified
mail to the Placement Agent’s address shall be deemed in every respect effective service of process upon the Placement Agent,
in any such suit, action or proceeding. Notwithstanding any provision of this Agreement to the contrary, the Company agrees that
neither the Placement Agent nor its affiliates, and the respective officers, directors, employees, agents and representatives
of the Placement Agent, its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates,
shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with
the engagement and transaction described herein except for any such liability for losses, claims, damages or liabilities incurred
by the Company that are finally judicially determined to have resulted from the bad faith, intentional misconduct or gross negligence
of such individuals or entities. If either party shall commence an action or proceeding to enforce any provision of this Agreement,
then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 




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Section
13. General Provisions.


 


This
Agreement, together with the Engagement Letter, constitutes the entire agreement of the parties to this Agreement and supersedes
all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject
matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless
in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by
each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall
not affect the construction or interpretation of this Agreement. Notwithstanding anything herein to the contrary, the Engagement
Agreement shall continue to be effective and the terms therein, including, but not limited to, Sections 4(b) and 5 with respect
to any future offerings, shall continue to survive and be enforceable by the Placement Agent, in accordance with its terms.


 


The
Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arm’s
length, is not an agent of, and owes no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the
Company only those duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ
from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the
Placement Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.


 


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remainder of this page has been intentionally left blank.]


 




    	 	13	 



     


    


 


If
the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with
all counterparts hereof, shall become a binding agreement in accordance with its terms.


 


	 	Very truly yours,
	 	 	 
	 	MICROBOT MEDICAL INC.
	 	 	 
	 	By:
    	/s/
    Harel Gadot
	 	Name:	Harel
    Gadot
	 	Title:	President
    and Chief Executive Officer


 


The
foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.


 


	LADENBURG THALMANN & CO. INC.	 
	 	 	 
	By:
    	/s/
    Nicholas Stergis	 
	Name:	Nicholas
    Stergis	 
	Title:	Managing Director 	 


 




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