Exhibit 10.1


 





INTEC
PHARMA LTD.


$75,000,000


 


ORDINARY
SHARES


 


SALES
AGREEMENT 


 


February
28, 2019


 


 


 


Cowen and Company, LLC


599 Lexington Avenue


New York, NY 10022


 


Ladies and Gentlemen:


 


Intec Pharma Ltd.,
a company organized and existing under the laws of the State of Israel, public company number 513022780 (the “Company”),
confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”),
as follows:


 


1.               
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the
terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares
(the “Placement Shares”) of the Company’s ordinary shares, no par value per share (the “Ordinary
Shares”), having an aggregate offering price of up to $75,000,000. Notwithstanding anything to the contrary contained
herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Ordinary
Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation
in connection with such compliance. The issuance and sale of Ordinary Shares through Cowen will be effected pursuant to the Registration
Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”),
although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below)
to issue the Placement Shares.


 


The Company has filed
or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the “Securities Act”), with the Commission a registration statement on Form S-3, including
a base prospectus, relating to certain securities, including the Ordinary Shares, to be issued from time to time by the Company,
and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange
Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus
Supplement”) to the base prospectus included as part of such registration statement. The Company has furnished to
Cowen, for use by Cowen, copies of the base prospectus included as part of such registration statement, as supplemented by the
Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement,
as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including
any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under
the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act,
is herein called the “Registration Statement.” The base prospectus, including all documents incorporated
therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form
in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant
to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433
of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required
to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the
form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration
Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated
by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution
hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all
references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any
copy filed with the Commission pursuant to the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”).


 






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2.               
Placements. Each time that the Company wishes to issue and sell any Placement Shares hereunder (each, a “Placement”),
it will notify Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)
containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include
the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any
limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum
price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto
as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule
2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each
of the individuals from Cowen set forth on Schedule 2, as such Schedule 2 may be amended from time
to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the notice requirements
set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire
amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section
4, the Company suspends or terminates the Placement Notice, in its sole discretion, (iv) the Company issues a subsequent Placement
Notice, in its sole discretion, with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement
has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation
to be paid by the Company to Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the
terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Cowen will have
any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement
Notice to Cowen and Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the
terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement
Notice, the terms of the Placement Notice will control.


 


3.               
Sale of Placement Shares by Cowen. Subject to the terms and conditions herein set forth, upon the Company’s
delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or
otherwise terminated in accordance with the terms of this Agreement, Cowen, for the period specified in the Placement Notice, will
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal
laws, rules and regulations and the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”) to sell such Placement
Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Cowen will provide written
confirmation to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule
2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than
via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which
it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted
average price of the Placement Shares sold, and the Net Proceeds (as defined below) payable to the Company. Subject to the terms
of the Placement Notice, Cowen may sell Placement Shares by any method permitted by law deemed to be an “at the market offering”
as defined in Rule 415(a)(4) of the Securities Act, including without limitation sales made through Nasdaq or on any other existing
trading market for the Ordinary Shares. Cowen shall not purchase Placement Shares for its own account as principal unless expressly
authorized to do so by the Company in a Placement Notice and permitted by applicable law. The Company acknowledges and agrees that
(i) there can be no assurance that Cowen will be successful in selling Placement Shares, and (ii) Cowen will incur no liability
or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure
by Cowen to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement
Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day
on which the Company’s Ordinary Shares are purchased and sold on the principal market on which the Ordinary Shares are listed
or quoted.


 






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4.               
Suspension of Sales.


 


(a)       The
Company or Cowen may, upon notice to the other party in writing (including by email correspondence to each of the individuals of
the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the
individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile
transmission or email correspondence to each of the individuals of the other party set forth on Schedule 2), suspend
any sale of Placement Shares; provided, however, that such suspension shall not affect or impair either party’s obligations
with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a suspension is in effect any obligation
under Section 7(m), 7(n) and 7(o) with respect to delivery of certificates, opinion, or comfort letters to Cowen, shall be waived.
Each of the parties agrees that no such notice under this Section 4 shall be effective against the other unless it is made
to one of the individuals named on Schedule 2 hereto, as such schedule may be amended from time to time.


 


(b)       Notwithstanding
any other provision of this Agreement, during any period in which the Company is in possession of material non-public information,
the Company and Cowen agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of
any Placement Shares, and (iii) Cowen shall not be obligated to sell or offer to sell any Placement Shares.


 


(c)       If
either Cowen or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under
the Exchange Act are not satisfied with respect to the Ordinary Shares, it shall promptly notify the other party, and Cowen may,
at its sole discretion, suspend sales of the Placement Shares under this Agreement.


 


(d)       Notwithstanding
any other provision of this Agreement, during any period in which the Registration Statement is no longer effective under the
Securities Act, the Company shall promptly notify Cowen, the Company shall not request the sale of any Placement Shares, and Cowen
shall not be obligated to sell or offer to sell any Placement Shares.


 


5.               
Settlement.


 


(a) Settlement
of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares
will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following
the date on which such sales are made (each, a “Settlement Date” and the first such settlement date,
the “First Delivery Date”). The amount of proceeds to be delivered to the Company on a Settlement Date
against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales
price received by Cowen at which such Placement Shares were sold, after deduction for (i) Cowen’s commission, discount
or other compensation for such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts due and
payable by the Company to Cowen hereunder pursuant to Section 7(g) (Expenses) hereof, and (iii) any transaction fees imposed
by any governmental or self-regulatory organization in respect of such sales.


 


(b) Delivery
of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically
transfer the Placement Shares being sold by crediting Cowen’s or its designee’s account (provided Cowen shall have
given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit
and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which
in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Cowen
will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement
Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly
authorized Placement Shares on a Settlement Date through no fault of Cowen, the Company agrees that in addition to and in no way
limiting the rights and obligations set forth in Section 9(a) (Indemnification and Contribution) hereto, it will (i) hold
Cowen harmless against any loss, claim, damage, or reasonable documented expense (including reasonable legal fees and expenses),
as incurred, arising out of or in connection with such default by the Company and (ii) pay to Cowen, without duplication, any commission,
discount, or other compensation to which it would otherwise have been entitled absent such default.


 






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6.               
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, Cowen that,
unless such representation or warranty specifies a different time, as of the date of this Agreement, each Representation Date (as
defined in Section 7(m)), each date on which a Placement Notice is given, and any date on which Placement Shares are sold hereunder:


 


(a) Compliance
with Registration Requirements. The Registration Statement and any Rule 462(b) Registration Statement have been declared
effective by the Commission under the Securities Act. The Company has complied to the Commission’s satisfaction with all
requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration
Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted
or are pending or, to the knowledge of the Company, contemplated or threatened by the Commission. The Company meets the requirements
for use of Form S-3 under the Securities Act. The sale of the Placement Shares hereunder meets the requirements of General Instruction
I.B.1 of Form S-3.


 


(b) No Misstatement
or Omission. The Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material
respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus
and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, complied
and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and did not and, as of
each Settlement Date, if any, did not and 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 Prospectus, as amended or supplemented,
as of its date, did not and, as of each of the Settlement Dates, if any, will not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not
apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective
amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information
relating to Cowen furnished to the Company in writing by Cowen expressly for use therein. There are no contracts or other documents
required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described
or filed as required.


 


(c) Offering
Materials Furnished to Cowen. The Company has delivered or made available to Cowen one complete copy of the Registration Statement
and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement
(without exhibits) and the Prospectus, as amended or supplemented, in such quantities and at such places as Cowen has reasonably
requested.


 


(d) Emerging
Growth Company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an
“Emerging Growth Company”).


 






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(e) Distribution
of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of Cowen’s
distribution of the Placement Shares, any offering material in connection with the offering and sale of the Placement Shares other
than the Prospectus or the Registration Statement.


 


(f) The Sales
Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the
Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law
and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors or by general equitable principles.


 


(g) Authorization
of the Ordinary Shares. The Placement Shares will be duly authorized for issuance and sale pursuant to this Agreement and,
when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly
issued, fully paid and nonassessable.


 


(h)  No Applicable
Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity or
debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement,
except for such rights as have been duly waived.


 


(i) Preparation
of the Financial Statements. The financial statements of the Company (including all notes and schedules thereto) included or
incorporated by reference in the Registration Statement and Prospectus present fairly in all material respects the financial position
of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’
equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; and such financial statements
and related schedules and notes thereto, and the unaudited financial information filed with the Commission or incorporated by reference
as part of the Registration Statement, have been prepared in conformity with generally accepted accounting principles in the United
States (“U.S. GAAP”), consistently applied throughout the periods involved, otherwise as noted therein. The
summary and selected financial data included or incorporated by reference in the Registration Statement and Prospectus present
fairly in all material respects the information shown therein as at the respective dates and for the respective periods specified
and have been presented on a basis consistent with the consolidated financial statements set forth in the Registration Statement
and Prospectus. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration
Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance
in all material respects with the Commission’s rules and guidelines with respect to pro forma financial statements and have
been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents
the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s
rules and guidelines applicable thereto.


 






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(j) Independent
Accountants.  Kesselman & Kesselman, Certified Public Accountant (Israel), a member firm of PricewaterhouseCoopers
International Limited (the “Auditor”), whose reports are filed with the Commission or incorporated by
reference as a part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were
independent public accountants as required by the Securities Act.


 


(k) Incorporation
and Good Standing of the Company and its Subsidiaries. The Company and each of its subsidiaries, including each entity (corporation,
partnership, joint venture, association or other business organization) controlled directly or indirectly by the Company (each,
a “subsidiary”), has been duly organized and is validly existing as a corporation in good standing (where such concept
is recognized in the relevant jurisdiction) under the laws of its jurisdiction of incorporation or formation. The Company has the
power and authority (corporate or otherwise) to carry on its business as is currently being conducted and as described in the Registration
Statement and the Prospectus, and to own, lease and operate its properties. All of the issued shares of capital stock of, or other
ownership interests in, each subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable
and are owned, directly or indirectly, by the Company, free and clear of any lien, charge, mortgage, pledge, security interest,
claim, limitation on voting rights, equity, trust or other encumbrance, preferential arrangement, defect or restriction of any
kind whatsoever. The Company and each of its subsidiaries is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which the nature of the business conducted by it or location of the assets or properties owned,
leased or licensed by it requires such qualification, except for such jurisdictions where the failure to so qualify individually
or in the aggregate would not have a material adverse effect on the assets, properties, condition, financial or otherwise, or in
the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole (a
“Material Adverse Effect”); and to the Company’s knowledge, no proceeding has been instituted in
any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.
To the extent the Company has only one subsidiary, references to “subsidiaries” herein shall mean “subsidiary”.


 


(l) Ineligible
Issuer. The Company currently is not an “ineligible issuer,” as defined in Rule 405 of the rules and regulations
of the Commission. The Company agrees to notify Cowen promptly upon the Company becoming an “ineligible issuer.”


 


(m) Intellectual
Property.[1] The Company and its
subsidiaries own or possess the valid right to use all (i) patents, patent applications, trademarks, trademark registrations, service
marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, trade secret
rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships, trademarks,
service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including trade
secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, "Intellectual
Property Assets") necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted
and described in the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding
that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual
Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge still pending,
by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual
Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company, the Company and its subsidiaries’
respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of,
any valid and enforceable Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property
Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to
its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened
claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any
other person to any Intellectual Property license. Except as described in the Prospectus, no claim has been made against the Company
alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in
or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain
and safeguard in all material respects its Intellectual Property Rights, including the execution of appropriate nondisclosure and
confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or
impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of,
the Company's right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the
conduct of the business as currently conducted.


  





 



[1] Note
to MWE: Please contact Cooley IP to discuss materiality qualifiers in this Section.






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(n) Consents
and Permits. Except as disclosed in the Registration Statement and the Prospectus, and except with respect to the consent of
the Israeli Innovation Authority (“IIA”) to be obtained in connection with the offering of the Placement Shares
and the required filings with the Israeli Registrar of Companies, the Company and its Subsidiaries have made all filings, applications
and submissions required by, possesses and is operating in compliance with, all approvals, licenses, certificates, certifications,
clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate
federal, state or foreign Governmental Authority (as defined in Section 21(b)) (including, without limitation, the United States
Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration or any other
foreign, federal, state, provincial, court or local government or regulatory authorities including self-regulatory organizations
engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials) necessary for
the ownership or lease of their respective properties or to conduct its businesses as described in the Registration Statement and
the Prospectus (collectively, “Permits”), except for such Permits the failure of which to possess, obtain
or make the same would not have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and
conditions of all such Permits, except where the failure to be in compliance would not have a Material Adverse Effect; all of the
Permits are valid and in full force and effect, except where any invalidity, individually or in the aggregate, would not be reasonably
expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any written notice
relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has
any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. To
the extent required by applicable laws and regulations of the FDA, the Company or the applicable Subsidiary has submitted to the
FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored
or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations
when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.


 


(o) Regulatory
Filings. Except as disclosed in the Registration Statement and the Prospectus, and except with respect to the consent of the
IIA to be obtained in connection with the offering of the Placement Shares, neither the Company nor any of its Subsidiaries has
failed to file with the applicable Governmental Authorities (including, without limitation, the FDA, or any foreign, federal, state,
provincial or local Governmental Authority performing functions similar to those performed by the FDA) any required filing, declaration,
listing, registration, report or submission, except for such failures that, individually or in the aggregate, would not have a
Material Adverse Effect; except as disclosed in the Registration Statement and the Prospectus, all such filings, declarations,
listings, registrations, reports or submissions were in compliance with applicable laws when filed and no deficiencies have been
asserted by any applicable regulatory authority with respect to any such filings, declarations, listings, registrations, reports
or submissions, except for any deficiencies that, individually or in the aggregate, would not have a Material Adverse Effect. The
Company has operated and currently is, in all material respects, in compliance with the United States Federal Food, Drug, and Cosmetic
Act, all applicable rules and regulations of the FDA and other federal, state, local and foreign Governmental Authority exercising
comparable authority. The Company has no knowledge of any studies, tests or trials not described in the Prospectus the results
of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Prospectus.


 






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(p) Clinical
Studies. The preclinical studies and tests and clinical trials described in the Prospectus were, and, if still pending, are
being conducted in all material respects in accordance with the experimental protocols, procedures and controls pursuant to, where
applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed
by the Company; the descriptions of such studies, tests and trials, and the results thereof, contained in the Prospectus are accurate
and complete in all material respects; the Company is not aware of any tests, studies or trials not described in the Prospectus,
the results of which reasonably call into question the results of the tests, studies and trials described in the Prospectus; and
the Company has not received any written notice or correspondence from the FDA or any foreign, state or local Governmental Authority
exercising comparable authority or any institutional review board or comparable authority requiring the termination, suspension,
clinical hold or material modification of any tests, studies or trials.


 


(q) Real Property.
The Company and each of its subsidiaries has good and marketable title in fee simple to all real property, and good and marketable
title to all other property owned by it, in each case free and clear of all liens, encumbrances, claims, security interests and
defects, except such as would not reasonably be expected to have a Material Adverse Effect. All property held under lease by the
Company and its subsidiaries is held by it under valid, existing and enforceable leases, free and clear of all liens, encumbrances,
claims, security interests and defects, except such as would not reasonably be expected to have a Material Adverse Effect.


 


(r) No Material
Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus,
(i) there has not been any event which could have a Material Adverse Effect; (ii) neither the Company nor any of its subsidiaries
has sustained any loss or interference with its assets, businesses or properties (whether owned or leased) from fire, explosion,
earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative
or other governmental action, order or decree which would have a Material Adverse Effect; and (iii) since the date of the latest
balance sheet included in the Registration Statement and the Prospectus, except as disclosed in the Registration Statement and
the Prospectus, neither the Company nor any of its subsidiaries has (A) issued any securities or incurred any liability or obligation,
direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (B)
entered into any transaction not in the ordinary course of business or (C) declared or paid any dividend or made any distribution
on any shares of its stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any
shares of its capital stock.


 






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(s) No Defaults.
There is no document, contract or other agreement required to be described in the Registration Statement or the Prospectus or to
be filed as an exhibit to the Registration Statement which is not described or filed as required by the Securities Act. Each description
of a contract, document or other agreement in the Registration Statement or the Prospectus accurately reflects in all material
respects the terms of the underlying contract, document or other agreement. Each contract, document or other agreement described
in the Registration Statement or the Prospectus or listed in the exhibits to the Registration Statement or incorporated by reference
is in full force and effect and is valid and enforceable by and against the Company or any subsidiary, as the case may be, in accordance
with its terms, except as enforceability thereof may be limited by (i) the application of bankruptcy, reorganization, insolvency
and other laws affecting creditors’ rights generally, (ii) equitable principles being applied at the discretion of a court
before which any proceeding may be brought, (iii) an implied covenant of good faith and fair dealing, (iv) the effects of the possible
judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights, (v) consideration
of public policy, and (vi) by federal or state securities laws with respect to the provisions regarding indemnity and contribution
thereunder. Neither the Company, any of its subsidiaries, nor, to the Company’s knowledge, any other party, is in default
in the observance or performance of any term or obligation to be performed by it under any such agreement, and no event has occurred
which with notice or lapse of time or both would constitute such a default, in any such case which default or event, individually
or in the aggregate, would have a Material Adverse Effect. No default exists, and no event has occurred which with notice or lapse
of time or both would constitute a default, in the due performance and observance of any term, covenant or condition, by the Company
or any of its subsidiaries, of any other agreement or instrument to which the Company or any of its subsidiaries is a party or
by which the Company or its properties or business or a subsidiary or its properties or business may be bound or affected which
default or event, individually or in the aggregate, would have a Material Adverse Effect.


 






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(t) Statistical
and Market Related Data.      The statistical and market related data included in the Registration
Statement or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate.


 


(u) No Defaults
or Violations. Neither the Company nor any of its subsidiaries (i) is in violation of its certificate or articles of incorporation,
articles of association, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other
organizational documents, (ii) is in default under, and no event has occurred which, with notice or lapse of time, or both, would
constitute a default under, or result in the creation or imposition of any lien, charge, mortgage, pledge, security interest, claim,
limitation on voting rights, equity, trust or other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever,
upon, any property or assets of the Company or any of its subsidiaries pursuant to any bond, debenture, note, indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of
its properties or assets are subject, including (A) any instrument of approval granted to any of them by the Israel Innovation
Authority (formerly the Office of the Chief Scientist) of the Israeli Ministry of Economy and Industry and (B) any instrument of
approval granted to any of them by the Authority for Investment and Development of Industry and the Economy (formerly known as
the Investment Center) of the Israeli Ministry of Economy and Industry, and (iii) is in violation of any statute, law, rule, regulation,
ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, foreign
or domestic, except (in the case of clauses (ii) and (iii) above) for violations or defaults that could not (individually or in
the aggregate) reasonably be expected to have a Material Adverse Effect.


 


(v) Non-Contravention.
Neither the execution, delivery and performance of this Agreement by the Company nor the consummation of any of the transactions
contemplated hereby (including, without limitation, the issuance and sale by the Company of the Placement Shares) will give rise
to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any term
or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under,
or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties
or assets of the Company or its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust or other agreement
or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or
any of their properties or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation
applicable to the Company or any of its subsidiaries or violate any provision of the articles of association, charter, by-laws
or other organizational documents of the Company or any of its subsidiaries, except (i) to the extent that such breach, violation,
conflict, default, or failure to obtain consent is not reasonably likely to result in a Material Adverse Effect, and (ii) for such
consents or waivers which have already been obtained and are in full force and effect.


 






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(w) Capitalization.
The Company has authorized and outstanding capital stock as set forth under the caption “Capitalization” in the
Registration Statement and the Prospectus. All of the issued and outstanding Ordinary Shares have been duly and validly issued
and are fully paid and nonassessable. There are no statutory preemptive or other similar rights to subscribe for or to purchase
or acquire any shares of capital stock of the Company or any of its subsidiaries or any such rights pursuant to its articles of
association, charter, by-laws or other organizational documents or any agreement or instrument to or by which the Company or any
of its subsidiaries is a party or bound. Except as disclosed in the Registration Statement and the Prospectus, there is no outstanding
option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to issue, any shares
of the Company or any of its subsidiaries or any security convertible into, or exercisable or exchangeable for, such shares. Except
as disclosed in the Registration Statement or Prospectus, the exercise price of each option to acquire Ordinary Shares (each, a
“Company Stock Option”) is no less than the fair market value of an Ordinary Share as determined on the
date of grant of such Company Stock Option. All grants of Company Stock Options were validly issued and properly approved by the
Board of Directors of the Company (and, if required, by a committee of the Board of Directors of the Company, and the Company’s
shareholders) in material compliance with all applicable laws and the terms of the plans under which such Company Stock Options
were issued and were recorded on the Company’s financial statements, in accordance with U.S. GAAP and no such grants involved
any “back dating,” “forward dating,” “spring loading” or similar practices with respect to
the effective date of grant. The Ordinary Shares and the Placement Shares conform in all material respects to all statements in
relation thereto contained in the Registration Statement and the Prospectus.


 


(x) No Material
Actions or Proceedings. There are no legal or governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries is the subject which would reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect; and, to the knowledge of the Company, no such proceedings
are threatened or contemplated by Governmental Authorities or threatened by others.


 


(y) Necessary
Corporate Action. All necessary corporate action has been duly and validly taken by the Company to authorize the execution,
delivery and performance of this Agreement and the issuance and sale of the Placement Shares by the Company.


 


(z) No Labor
Disputes. Neither the Company nor any of its subsidiaries is involved in any labor dispute which reasonably be expected to
have a Material Adverse Effect and, to the knowledge of the Company, no such dispute is threatened. The Company is not aware of
any existing or imminent labor disturbance by the employees of any of its principal suppliers or contractors which would have a
Material Adverse Effect. The Company is not aware of any threatened or pending litigation between the Company or any of its subsidiaries
and any of its executive officers which, if adversely determined, could have a Material Adverse Effect and has no reason to believe
that such officers will not remain in the employment of the Company.


 


(aa) Related
Party Transactions. No transaction has occurred between or among the Company and any of its officers or directors, shareholders
or any affiliate or affiliates of any such officer or director or shareholder that is required to be described in and is not described
in the Registration Statement and the Prospectus.


 


(bb) No Price
Stabilization or Manipulation. The Company has not taken, nor will it take, directly or indirectly, any action designed to,
or which might reasonably be expected to cause or result in, or which has constituted or which might reasonably be expected to
constitute, the stabilization or manipulation of the price of the Ordinary Shares or any security of the Company to facilitate
the sale or resale of any of the Placement Shares. The Company has not engaged in any form of solicitation, advertising or other
action constituting an offer or a sale under the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated
thereunder in connection with the transactions contemplated hereby which would require the publication of a prospectus in the State
of Israel under the laws of the State of Israel.


 






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(cc) Tax Law
Compliance. The Company and each of its subsidiaries has filed all federal, state, local and foreign tax returns which are
required to be filed through the date hereof except in any case in which the failure to so file would not have a Material Adverse
Effect, which returns are true and correct in all material respects or has received timely extensions thereof, and has paid all
taxes shown on such returns and all assessments received by it to the extent that the same are material and have become due. To
the Company’s knowledge, there are no tax audits or investigations pending, which if adversely determined would have a Material
Adverse Effect; nor, to the Company’s knowledge are there any material proposed additional tax assessments against the Company
or any of its subsidiaries.


 


(dd) Listing.
Prior to the sale of any Placement Shares hereunder, the Placement Shares will be approved for listing on the NASDAQ Capital Market,
subject to each body’s final approval and the payment of listing fees. The Company has taken no action designed to, or likely
to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act or the quotation of the Ordinary
Shares on the NASDAQ Capital Market, nor has the Company received any notification that the Commission or the NASDAQ Capital Market
is contemplating terminating such registration or quotation.


 


(ee) Company’s
Accounting System. The books, records and accounts of the Company and each of its subsidiaries accurately and fairly reflect
in all material respects, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company
and each of its subsidiaries. The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient
to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.


 


(ff) Disclosure
Controls. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15
under the Exchange Act) that (i) are designed to ensure that material information relating to the Company is made known to the
Company’s principal executive officer and its principal financial officer by others within the Company, particularly during
the periods in which the periodic reports required under the Exchange Act are required to be prepared; (ii) provide for the periodic
evaluation of the effectiveness of such disclosure controls and procedures at the end of the periods in which the periodic reports
are required to be prepared; and (iii) are effective in all material respects to perform the functions for which they were established.
Based on the evaluation of its disclosure controls and procedures, the Company is not aware of (i) any material weakness or significant
deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record,
process, summarize and report financial data or any material weaknesses in internal controls; or (ii) any fraud, whether or not
material, that involves management or other employees who have a role in the Company’s internal controls.


 






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(gg) Prohibited
Activities. Except as described in the Registration Statement and the Prospectus and as preapproved in accordance with the
requirements set forth in Section 10A of the Exchange Act, the Auditor has not been engaged by the Company to perform any “prohibited
activities” (as defined in Section 10A of the Exchange Act).


 


(hh) Off-Balance
Sheet Arrangements. Except as described in the Registration Statement and the Prospectus, there are no material off-balance
sheet arrangements (as defined in Item 303 of Regulation S-K) that have or are reasonably likely to have a material current or
future effect on the Company’s financial condition, revenues or expenses, changes in financial condition, results of operations,
liquidity, capital expenditures or capital resources.


 


(ii) Audit
Committee. The Company’s Board of Directors has validly appointed an audit committee whose composition satisfies the
requirements of Rule 5605 of the NASDAQ Stock Market and the Israeli Companies Law, 5759-1999, and the Board of Directors and/or
the audit committee has adopted a charter that satisfies the requirements of Rule 5605 of the NASDAQ Stock Market. The audit committee
has reviewed the adequacy of its charter within the past twelve months.


 


(jj) Sarbanes-Oxley.
The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley
Act”), any related rules and regulations promulgated by the Commission, and all corporate governance requirements
under applicable NASDAQ regulations, and has no reason to believe that it will not be able to comply with such provisions. There
is and has been no failure on the part of the Company or any of its directors or officers, in their capacities as such, to comply
with any provision of the Sarbanes-Oxley Act, including, without limitation, Section 402 related to loans and Sections 302 and
906 related to certifications.


 


(kk) Insurance.
The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as are customary in the businesses in which it is engaged or proposes to engage after giving effect to
the transactions described in the Prospectus; all policies of insurance and fidelity or surety bonds insuring the Company or any
of its subsidiaries or the Company’s or its subsidiaries’ respective business, assets, employees, officers and directors
are in full force and effect in all material respects; the Company and each of its subsidiaries is in compliance with the terms
of such policies and instruments in all material respects; and the Company has no reason to believe that it and its subsidiaries
will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that is not materially greater than the current cost. Neither
the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied
in any material respect.


 


(ll) Consents.
Except for the consent of the IIA to be obtained in connection with the offering of the Placement Shares, each approval, consent,
order, authorization, designation, declaration or filing of, by or with any regulatory, administrative or other governmental body
necessary in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions
herein contemplated required to be obtained or performed by the Company (except such additional steps as may be required by the
Financial Industry Regulatory Authority (“FINRA”) or as may be necessary to qualify the Placement Shares
for public offering by Cowen under the state securities or Blue Sky laws and the approval by the NASDAQ Capital Market for the
listing of the Placement Shares on the NASDAQ Capital Market) has been obtained or made and is in full force and effect.


 






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(mm) FINRA
Matters. There are no associations or affiliations with any members of FINRA among the Company’s officers, directors
or, to the knowledge of the Company, any five percent or greater shareholder of the Company, except as set forth in the Registration
Statement or otherwise disclosed in writing to the Representative.


 


(nn) Transfer
Taxes and Duties. No transaction, stamp or other issuance or transfer taxes or duties, and assuming that Cowen is not otherwise
subject to taxation in Israel due to Israeli tax residence or the existence of a permanent establishment in Israel, no capital
gain, income, transfer, withholding or other tax or duty is payable in the State of Israel by or on behalf of Cowen to any taxing
authority thereof or therein in connection with (i) the issuance, sale and delivery of the Placement Shares by the Company; (ii)
the purchase from the Company, and the initial sale and delivery by Cowen of the Placement Shares to purchasers thereof; (iii)
the holding or transfer of the Placement Shares; (iv) the execution and delivery of this Agreement or any other document to be
furnished hereunder; or (v) any combination of the foregoing clauses (i) through (iv).


 


(oo) Compliance
with Environmental Laws. Except as would not have a Material Adverse Effect, (i) the Company and each of its subsidiaries
is in compliance with all rules, laws and regulation relating to the use, treatment, storage and disposal of toxic substances and
protection of health or the environment (“Environmental Laws”) which are applicable to its business;
(ii) neither the Company nor any of its subsidiaries has received any notice from any Governmental Authority or third party of
an asserted claim under Environmental Laws; (iii) each of the Company and its subsidiaries has received all permits, licenses or
other approvals required of it under applicable Environmental Laws to conduct its business and is in compliance with all terms
and conditions of any such permit, license or approval; (iv) to the Company’s knowledge, no facts currently exist that will
require the Company or any of its subsidiaries to make future material capital expenditures to comply with Environmental Laws;
and (v) no property which is or has been owned, leased or occupied by the Company or its subsidiaries has been designated as a
Superfund site pursuant to the Comprehensive Environmental Response, Compensation of Liability Act of 1980, as amended (42 U.S.C.
Section 9601, et. seq.) or otherwise designated as a contaminated site under other applicable Environmental Laws. Neither the Company
nor any of its subsidiaries has been named as a “potentially responsible party” under the CER, CLA 1980.


 


(pp) Company
Not an “Investment Company”. The Company is not and, after giving effect to the offering and sale of the Placement
Shares and the application of proceeds thereof as described in the Prospectus, will not be an “investment company”
within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).


 


(qq)  No Unlawful
Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any
director, officer, employee, agent, affiliate or other person acting on behalf of the Company or any such subsidiary has (i) used
any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;
(ii) made any direct or indirect unlawful payment to any foreign or domestic government officials or employees, political parties
or campaigns, political party officials, or candidates for political office from corporate funds; (iii) violated or is in violation
of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable anti-corruption laws, rules,
or regulations of any other jurisdiction in which the Company or any such subsidiary conducts business; or (iv) made any other
unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any person.


 






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(rr) Compliance
with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in
compliance with all applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy Act,
as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and
its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority, body or any arbitrator involving the
Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending, or to the knowledge of the Company, threatened.


 


(ss) Compliance
with OFAC.


 


		(A)	Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof,
nor to the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or
any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by
a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of
Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”),
the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant
sanctions authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in a country
or territory that is the subject of a U.S. government embargo (including, without limitation, Cuba, Iran, North Kora, Sudan, Syria
and the Crimea).



 


		(B)	The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise
make available such Net Proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities
or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country
or territory that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other
manner that will result in a violation of Sanctions by any Person (including Cowen).



 


		(C)	For the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are
not now knowingly engaged in, and will not knowingly engage in, any direct or indirect dealings or transactions with any Person
that at the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time
of the dealing or transaction is or was the subject of a U.S. government embargo.



 






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(tt) Sales
of Ordinary Shares. Except as described in the Prospectus, the Company has not sold or issued any Ordinary Shares during the
six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of,
the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee
compensation plans or pursuant to outstanding options, rights or warrants.


 


(uu) ERISA.
Except as would not have a Material Adverse Effect, the Company has fulfilled its obligations, if any, under the minimum funding
standards of Section 302 of the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”) and the
regulations and published interpretations thereunder with respect to each “plan” as defined in Section 3(3) of ERISA
and such regulations and published interpretations in which its employees are eligible to participate and each such plan is in
compliance with the presently applicable provisions of ERISA and such regulations and published interpretations. No “Reportable
Event” (as defined in 12 ERISA) has occurred with respect to any “Pension Plan” (as defined in ERISA) for which
the Company could have any liability.


 


(vv) Jurisdiction.
The Company has the power to submit, and pursuant to Section 16 of this Agreement, has legally, validly, effectively and irrevocably
submitted, to the personal jurisdiction of each United States federal court and New York state court located in the Borough of
Manhattan, in the City of New York, New York, U.S.A. (each, a “New York Court”), and the Company has
the power to designate, appoint and authorize, and pursuant to Section 16 of this Agreement, has legally, validly, effectively
and irrevocably designated, appointed and authorized an agent for service of process in any action arising out of or relating to
this Agreement in any New York Court, and service of process effected on such authorized agent will be effective to confer valid
personal jurisdiction over the Company as provided in Section 16 hereof.


 


(ww) Exchange
Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were
or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange
Act, and, when read together with the other information in the Prospectus, at the Settlement Dates, will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the 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.


 


(xx) Brokers.
Except for Cowen, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s
fee or other fee or commission as a result of any transactions contemplated by this Agreement.


 


(yy) No Outstanding
Loans or Other Indebtedness. Except as described in the Prospectus, there are no outstanding loans, advances (except normal
advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit
of any of the officers or directors of the Company or any of the members of any of them.


 






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(zz) No Reliance.
The Company has not relied upon Cowen or legal counsel for Cowen for any legal, tax or accounting advice in connection with the
offering and sale of the Placement Shares.


 


(aaa) FINRA
Exemption. To enable Cowen to rely on Rule 5110(b)(7)(C)(i) of FINRA, the Company represents that the Company (i) has a non-affiliate,
public common equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and
annual trading volume of at least three million shares and (ii) has been subject to the Exchange Act reporting requirements for
a period of at least 36 months.


 


(bbb) Compliance
with Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries are not conducting
business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business,
except where failure to be so in compliance would not result in a Material Adverse Effect.


 


Any certificate signed by an officer of
the Company and delivered to Cowen or to counsel for Cowen shall be deemed to be a representation and warranty by the Company to
Cowen as to the matters set forth therein.


 


The Company acknowledges that Cowen and,
for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to Cowen,
will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.


 


7.               
Covenants of the Company. The Company covenants and agrees with Cowen that:


 


(a) Registration
Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement
Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be
satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify Cowen promptly
of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been
filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any
request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information,
(ii) the Company will prepare and file with the Commission, promptly upon Cowen’s request, any amendments or supplements
to the Registration Statement or Prospectus that, in Cowen’s reasonable opinion, may be necessary or advisable in connection
with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request
shall not relieve the Company of any obligation or liability hereunder, or affect Cowen’s right to rely on the representations
and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration
Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible
into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing
and Cowen has not reasonably objected thereto (provided, however, that (i) the failure of Cowen to make such objection shall
not relieve the Company of any obligation or liability hereunder, or affect Cowen’s right to rely on the representations
and warranties made by the Company in this Agreement, (ii) the Company has no obligation to provide Cowen any advance copy of such
filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the
transaction herein, and (iii) the only remedy that Cowen shall have with respect to the failure by the Company to provide Cowen
with such copy or the filing of such amendment or supplement despite Cowen’s objection shall be to cease making sales under
this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is
deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via
EDGAR; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference,
to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v)
during the term of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective
as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any
Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.


 






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(b) Notice
of Commission Stop Orders. The Company will advise Cowen, promptly after it receives notice or obtains knowledge thereof, of
the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such a stop order should be issued.


 


(c) Delivery
of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required to
be delivered by Cowen under the Securities Act with respect to a pending sale of the Placement Shares, (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), the Company will comply
with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective
due dates (taking into account any extensions available under the Exchange Act) all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision
of or under the Exchange Act. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement
the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify Cowen to suspend the
offering of Placement Shares during such period and the Company will promptly as practicable amend or supplement the Registration
Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance;
provided, that, the Company may delay the filing of any amendment or supplement, if in the judgment of the Company, it is in the
best interest of the Company, during which time of delay of Cowen shall be under no obligation to make any sales of Placement Shares
hereunder.


 






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(d) Listing
of Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required to be delivered
by Cowen under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such
requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts
to cause the Placement Shares to be listed on Nasdaq and to qualify the Placement Shares for sale under the securities laws of
such jurisdictions as Cowen reasonably designates and to continue such qualifications in effect so long as required for the distribution
of the Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify as
a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.


 


(e) Delivery
of Registration Statement and Prospectus. The Company will furnish to Cowen and its counsel (at the expense of the Company)
copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus
relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission
during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and
in such quantities as Cowen may from time to time reasonably request and, at Cowen’s request, will also furnish copies of
the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the
Company shall not be required to furnish any document (other than the Prospectus) to Cowen to the extent such document is available
on EDGAR.


 


(f) Earnings
Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later
than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that
satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.


 


(g) Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance
with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance of its obligations
hereunder, including, but not limited to, expenses relating to (i) the preparation, printing and filing of the Registration Statement
and each amendment and supplement thereto, and of each Prospectus and of each amendment and supplement thereto, (ii) the preparation,
issuance and delivery of the Placement Shares, (iii) the qualification of the Placement Shares under securities laws in accordance
with the provisions of Section 7(d) of this Agreement, including filing fees (provided, however, that any fees or disbursements
of counsel for Cowen in connection therewith shall be paid by Cowen except as set forth in (vii) below), (iv) the printing and
delivery to Cowen of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement, (v) the fees and
expenses incurred in connection with the listing or qualification of the Placement Shares for trading on Nasdaq, (vi) the filing
fees and expenses, if any, of the Commission, (vii) the reasonable fees and disbursements of Cowen’s counsel in an amount
not to exceed $75,000.


 


(h) Use of
Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”


 






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(i) Notice
of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination
of any Placement Notice given hereunder, the Company shall provide Cowen notice as promptly as reasonably possible before it offers
to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any Ordinary Shares (other than Placement
Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Ordinary Shares,
warrants or any rights to purchase or acquire Ordinary Shares; provided, that such notice shall not be required in connection
with (i) the issuance, grant or sale of Ordinary Shares, options to purchase Ordinary Shares or Ordinary Shares issuable upon the
exercise of options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described
in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii)
the issuance or sale of Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time
provided the implementation of such is disclosed to Cowen in advance, (iv) the issuance of any Ordinary Shares issuable upon the
exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding
or (v) Ordinary Shares or securities convertible into or exercisable for Ordinary Shares, offered and sold in a privately negotiated
transaction and not for capital raising purposes to vendors, customers, strategic partners or potential strategic partners and
otherwise conducted in a manner so as not to be integrated with the offering of Ordinary Shares hereby. Notwithstanding the foregoing
provisions, nothing herein shall be construed to restrict the Company’s ability to file a registration statement under the
Securities Act or require notice to Cowen with respect thereto.


 


(j) Change
of Circumstances. The Company will, at any time during the pendency of a Placement Notice, advise Cowen promptly after it shall
have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect
any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.


 


(k) Due Diligence
Cooperation. During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review
conducted by Cowen or its agents in connection with the transactions contemplated hereby, including, without limitation, providing
information and making available documents and senior corporate officers, during regular business hours and at the Company’s
principal offices, as Cowen may reasonably request.


 


(l) Required
Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall require,
the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under
the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement
will set forth, within the relevant period, the amount of Placement Shares sold through Cowen, the Net Proceeds to the Company
and the compensation payable by the Company to Cowen with respect to such Placement Shares (provided that the Company may satisfy
this obligation by effecting a filing in accordance with the Exchange Act with respect to such information), and (ii) deliver such
number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required
by the rules or regulations of such exchange or market.


 






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(m) Representation
Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the
Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other
than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker,
or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating
to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on
Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings
release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall
be a “Representation Date”); the Company shall furnish Cowen with a certificate, in the form attached
hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Cowen. The requirement to
provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement
Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder
(which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided,
however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form
10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date
when the Company relied on such waiver and did not provide Cowen with a certificate under this Section 7(m), then before
the Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide Cowen with a certificate,
in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.


 


(n) Legal Opinions.
On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to which the
Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver is applicable,
the Company shall cause to be furnished to Cowen written opinions of McDermott Will & Emery LLP and Meitar Liquornik Geva Leshem
Tal (“Company Counsel”), or other counsel satisfactory to Cowen, in form and substance satisfactory to
Cowen and its counsel, dated the date that the opinions are required to be delivered, respectively, modified, as necessary, to
relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that
in lieu of such opinions for subsequent Representation Dates, each counsel may furnish Cowen with a letter (a “Reliance
Letter”) to the effect that Cowen may rely on a prior opinion delivered under this Section 7(n) to the same
extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended or supplemented at such Representation Date).


 


(o) Comfort
Letter. On or prior to the First Delivery Date and within three (3) Trading Days of each Representation Date with respect to
which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver
is applicable, the Company shall cause its independent accountants to furnish Cowen letters (the “Comfort Letters”),
dated the date the Comfort Letter is delivered, in form and substance satisfactory to Cowen, (i) confirming that they are an independent
registered public accounting firm within the meaning of the Securities Act and the PCAOB, (ii) stating, as of such date, the conclusions
and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’
“comfort letters” to Cowen in connection with registered public offerings (the first such letter, the “Initial
Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included
in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement
and the Prospectus, as amended and supplemented to the date of such letter.


 






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(p) Market
Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Placement Shares or (ii) sell, bid for, or purchase the Ordinary Shares to be issued and sold
pursuant to this Agreement, or pay anyone any compensation for soliciting purchases of the Placement Shares other than Cowen; provided,
however, that the Company may bid for and purchase ordinary shares in accordance with Rule 10b-18 under the Exchange Act.


 


(q) Insurance.
The Company and its subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering such risks as
is reasonable and customary for the business for which it is engaged.


 


(r) Compliance
with Laws. The Company and each of its subsidiaries shall maintain, or cause to be maintained, all material environmental permits,
licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in
the Prospectus, and the Company and each of its subsidiaries shall conduct their businesses, or cause their businesses to be conducted,
in substantial compliance with such permits, licenses and authorizations and with applicable Environmental Laws, except where the
failure to maintain or be in compliance with such permits, licenses and authorizations could not reasonably be expected to result
in a Material Adverse Effect.


 


(s) Investment
Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries
will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is
defined in the Investment Company Act, assuming no change in the Commission’s current interpretation as to entities that
are not considered an investment company.


 


(t) Securities
Act and Exchange Act. The Company will use its best efforts to comply with all requirements imposed upon it by the Securities
Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings
in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.


 


(u) No Offer
to Sell. Other than the Prospectus, as supplemented, or a free writing prospectus (as defined in Rule 405 under the Securities
Act) approved in advance by the Company and Cowen in its capacity as principal or agent hereunder, neither Cowen nor the Company
(including its agents and representatives, other than Cowen in its capacity as such) will make, use, prepare, authorize, approve
or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission,
that constitutes an offer to sell or solicitation of an offer to buy Ordinary Shares hereunder.


 


(v) Sarbanes-Oxley
Act. The Company and its subsidiaries will use their best efforts to comply with all effective applicable provisions of the
Sarbanes-Oxley Act.


 






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(w) Emerging
Growth Company Status. The Company will promptly notify Cowen if the Company ceases to be an Emerging Growth Company at any
time prior to December 31, 2020.


 


8.               
Conditions to Cowen’s Obligations. The obligations of Cowen hereunder with respect to a Placement Notice will
be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the
due performance by the Company of its obligations hereunder, to the completion by Cowen of a due diligence review satisfactory
to Cowen in its reasonable judgment, and to the continuing satisfaction (or waiver by Cowen in its sole discretion) of the following
additional conditions:


 


(a) Registration
Statement Effective. The Registration Statement shall be effective and shall be available for the sale of all Placement Shares
contemplated to be issued by any Placement Notice.


 


(b) No
Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company or any of
its subsidiaries of any request for additional information from the Commission or any other federal or state governmental authority
during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments
or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or
state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration
Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents
so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in
the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any 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.


 


(c) No
Misstatement or Material Omission. Cowen shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in Cowen’s reasonable opinion is material,
or omits to state a fact that in Cowen’s opinion is material and is required to be stated therein or is necessary to make
the statements therein not misleading.


 


(d) Material
Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there
shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any
Material Adverse Effect or any development that could reasonably be expected to result in a Material Adverse Effect, or any downgrading
in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating
organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of
the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating
organization described above, in the reasonable judgment of Cowen (without relieving the Company of any obligation or liability
it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement
Shares on the terms and in the manner contemplated in the Prospectus.


 






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(e) Company
Counsel Legal Opinions. Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section
7(n) on or before the date on which such delivery of such opinions are required pursuant to Section 7(n).


 


(f) Cowen
Counsel Legal Opinion. Cowen shall have received from Cooley LLP, counsel for Cowen, such opinion or opinions, on or before
the date on which the delivery of the Company Counsel legal opinions is required pursuant to Section 7(n), with respect
to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request
for enabling them to pass upon such matters.


 


(g) Comfort
Letter. Cowen shall have received the Comfort Letter required to be delivered pursuant to Section 7(o) on or before
the date on which such delivery of such Comfort Letter is required pursuant to Section 7(o).


 


(h) Representation
Certificate. Cowen shall have received the certificate required to be delivered pursuant to Section 7(m) on or
before the date on which delivery of such certificate is required pursuant to Section 7(m).


 


(i) Secretary’s
Certificate. On or prior to the First Delivery Date, Cowen shall have received a certificate, signed on behalf of the Company
by its corporate Secretary, in form and substance satisfactory to Cowen and its counsel.


 


(j) No
Suspension. Trading in the Ordinary Shares shall not have been suspended on Nasdaq.


 


(k) Other
Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(m), the Company
shall have furnished to Cowen such appropriate further information, certificates and documents as Cowen may have reasonably requested.
All such opinions, certificates, letters and other documents shall have been in compliance with the provisions hereof. The Company
will furnish Cowen with such conformed copies of such opinions, certificates, letters and other documents as Cowen shall have reasonably
requested.


 


(l) Securities
Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to
the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing
by Rule 424.


 


(m) Approval
for Listing. The Placement Shares shall either have been (i) approved for listing on Nasdaq, subject only to notice of issuance,
or (ii) the Company shall have filed an application for listing of the Placement Shares on Nasdaq at, or prior to, the issuance
of any Placement Notice.


 






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(n) No
Termination Event. There shall not have occurred any event that would permit Cowen to terminate this Agreement pursuant to
Section 11(a).


 


(o)  IIA
Consent. The Company shall have received the consent of the IIA in connection with the offering of the Placement Shares.


 


9.               
Indemnification and Contribution.


 


(a) Company
Indemnification. The Company agrees to indemnify and hold harmless Cowen, the directors, officers, partners, employees and
agents of Cowen and each person, if any, who (i) controls Cowen within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, or (ii) is controlled by or is under common control with Cowen (a “Cowen Affiliate”)
from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable
investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance
with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties
or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Cowen,
or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly
or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus
or in any application or other document executed by or on behalf of the Company or based on written information furnished by or
on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or
filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be
stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement
shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares
pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in
conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might
otherwise have.


 


(b) Cowen
Indemnification. Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company
that signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the
indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with the Agent’s Information.


 






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(c) Procedure.
Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice
of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties
under this Section 9, notify in writing each such indemnifying party of the commencement of such action, enclosing a copy
of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any
liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it
may have to any indemnified party under the foregoing provision of this Section 9 unless, and only to the extent that, such
omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against
any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate
in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the
commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume
the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying
party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified
party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently
incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel
in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless
(1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified
party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict
exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which
case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or
(4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges
of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties
shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all
such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party
after they are incurred but no later than 30 days after the indemnifying party’s receipt of a written invoice of such expenses
detailing such fees, disbursements and other charges. An indemnifying party will not, in any event, be liable for any settlement
of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of
each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action
or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto),
unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising
or that may arise out of such claim, action or proceeding.


 






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(d) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable from
the Company or Cowen, the Company and Cowen will contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than
Cowen, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed the
Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and Cowen may
be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand
and Cowen on the other. The relative benefits received by the Company on the one hand and Cowen on the other hand shall be deemed
to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses) received
by the Company bear to the total compensation received by Cowen from the sale of Placement Shares on behalf of the Company. If,
but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution
shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence
but also the relative fault of the Company, on the one hand, and Cowen, on the other, with respect to the statements or omission
that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable
considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or Cowen, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and Cowen agree that it would not be just and equitable if contributions
pursuant to this Section 9(d) were to be determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 9(d)
shall be deemed to include, for the purpose of this Section 9(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section
9(c) hereof. Notwithstanding the foregoing provisions of this Section 9(d), Cowen shall not be required to contribute
any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 9(d), any person who controls a party to this Agreement
within the meaning of the Securities Act, and any officers, directors, partners, employees or agents of Cowen, will have the same
rights to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration
Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled
to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim
for contribution may be made under this Section 9(d), will notify any such party or parties from whom contribution may be
sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other
obligation it or they may have under this Section 9(d) except to the extent that the failure to so notify such other party
materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement
entered into pursuant to the last sentence of Section 9(c) hereof, no party will be liable for contribution with respect
to any action or claim settled without its written consent if such consent is required pursuant to Section 9(c) hereof.


 






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10.           
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section
9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto
shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling
persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of
the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 


11.           
Termination.


 


(a) Cowen
shall have the right by giving written notice as hereinafter specified at any time to terminate this Agreement if (i) any Material
Adverse Effect, or any development that could reasonably be expected to result in a Material Adverse Effect has occurred that,
in the reasonable judgment of Cowen, may materially impair the ability of Cowen to sell the Placement Shares hereunder, (ii) the
Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided,
however, in the case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion,
or letter required under Sections 7(m), 7(n), or 7(o), Cowen’s right to terminate shall not arise unless
such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required;
or (iii) any other condition of Cowen’s obligations hereunder is not fulfilled, or (iv) any suspension or limitation
of trading in the Placement Shares or in securities generally on Nasdaq shall have occurred. Any such termination shall be without
liability of any party to any other party except that the provisions of Section 7(g) (Expenses), Section 9 (Indemnification
and Contribution), Section 10 (Representations and Agreements to Survive Delivery), Section 16 (Applicable Law; Consent
to Jurisdiction), Section 17 (Waiver of Jury Trial) and Section 18 (Judgement Currency) hereof shall remain in full
force and effect notwithstanding such termination. If Cowen elects to terminate this Agreement as provided in this Section 11(a),
Cowen shall provide the required notice as specified in Section 12 (Notices).


 


(b) The Company
shall have the right, by giving five (5) days notice as hereinafter specified to terminate this Agreement in its sole discretion
at any time after the date of this Agreement. Any
such termination shall be without liability of any party to any other party except that the provisions of Section 7(g),
Section 9, Section 10, Section 16, Section 17 and Section 18 hereof shall remain in full force
and effect notwithstanding such termination.


 


(c) Cowen
shall have the right, by giving five (5) days notice as hereinafter specified to terminate this Agreement in its sole discretion
at any time after the date of this Agreement. Any
such termination shall be without liability of any party to any other party except that the provisions of Section 7(g),
Section 9, Section 10, Section 16, Section 17 and Section 18 hereof shall remain in full force
and effect notwithstanding such termination.


 


(d) Unless
earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the issuance and sale
of all of the Placement Shares through Cowen on the terms and subject to the conditions set forth herein; provided that
the provisions of Section 7(g), Section 9, Section 10, Section 16, Section 17 and Section
18 hereof shall remain in full force and effect notwithstanding such termination.


 






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(e) This Agreement
shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), (c), or (d) above
or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall
in all cases be deemed to provide that Section 7(g), Section 9, Section 10, Section 16, Section
17 and Section 18 shall remain in full force and effect.


 


(f) Any termination
of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination
shall not be effective until the close of business on the date of receipt of such notice by Cowen or the Company, as the case may
be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall
settle in accordance with the provisions of this Agreement.


 


12.           
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Cowen, shall be
delivered to Cowen at Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, fax no. 646-562-1124, Attention: General
Counsel, with a copy to Cooley LLP, 1114 Avenue of the Americas, New York, NY 10036, fax no. (212) 479-6275, Attention: Daniel
I. Goldberg; or if sent to the Company, shall be delivered to Intec Pharma Ltd., 12 Hartom St., Har Hotzvim, Jerusalem, Israel
fax no. 972-77-4701797, attention: Nir Sassi with a copy to McDermott Will & Emery LLP 340 Madison Avenue, New York, NY 10173-1922,
fax no. 212 547 5444, attention: Gary Emmanuel. Each party to this Agreement may change such address for notices by sending to
the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be
deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30
p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the next succeeding Business
Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier, (iii) on the Business Day
actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid) and (iv)
when delivered by electronic communication (“Electronic Notice”), at the time the party sending Electronic
Notice receives written verification of receipt by the receiving party, other than via auto reply. For purposes of this Agreement,
“Business Day” shall mean any day on which the Nasdaq and commercial banks in the City of New York are
open for business.


 


13.           
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and Cowen and
their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 9 hereof.
References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of
such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or
their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without
the prior written consent of the other party; provided, however, that Cowen may assign its rights and obligations
hereunder to an affiliate of Cowen without obtaining the Company’s consent.


 


14.           
Adjustments for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this
Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the
Ordinary Shares.


 






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15.           
Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and
Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements
and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen. In the event that
any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or
unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the
fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be
construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that
giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of
the parties as reflected in this Agreement.


 


16.           
Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action
or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”)
may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New
York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively,
the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for
proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which
such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice
or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or
other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue
of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead
or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient
forum. The Company has irrevocably appointed Intec Pharma, Inc., which currently maintains an office at 3 Columbus Circle, 15th
Floor, New York, New York 10019, United States of America, as its agent to receive service of process or other legal summons for
purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the Borough of Manhattan
in the City of New York, United States of America. With respect to any Related Proceeding, each party irrevocably waives, to the
fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,
service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified
Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court
of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related
Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities
Act of 1976, as amended.


 






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17.           
Waiver of Jury Trial. The Company and Cowen each hereby irrevocably waives any right it may have to a trial by jury
in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.


 


18.           
Judgement Currency. The obligations of the Company pursuant to this Agreement in respect of any sum due to the Cowen
shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business
day, following receipt by Cowen of any sum adjudged to be so due in such other currency, on which Cowen may in accordance with
normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are
less than the sum originally due to Cowen in United States dollars hereunder, the Company agrees as a separate obligation and notwithstanding
any such judgment, to indemnify Cowen against such loss. If the United States dollars so purchased are greater than the sum originally
due to Cowen hereunder, Cowen agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum
originally due to Cowen hereunder. All payments made or deemed to be made by the Company under this Agreement, if any, will be
made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges
of whatever nature (other than taxes on net income) imposed or levied by or on behalf of the State of Israel, any other jurisdiction
from or through which payment is made, or, in each case, any political subdivision or any taxing authority thereof or therein unless
the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges.
In such event, the Company will pay such additional amounts as will result, after such withholding or deduction, in the receipt
Cowen, its officers and employees and each person controlling Cowen, as the case may be, of the amounts that would otherwise have
been receivable in respect thereof.


 


19.           
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a) Cowen
has been retained solely to act as sales agent in connection with the sale of the Placement Shares and that no fiduciary, advisory
or agency relationship between the Company and Cowen has been created in respect of any of the transactions contemplated by this
Agreement, irrespective of whether Cowen has advised or is advising the Company on other matters;


 


(b) the Company
is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated
by this Agreement;


 


(c) the Company
has been advised that Cowen and its affiliates are engaged in a broad range of transactions which may involve interests that differ
from those of the Company and that Cowen has no obligation to disclose such interests and transactions to the Company by virtue
of any fiduciary, advisory or agency relationship; and


 


(d) the Company
waives, to the fullest extent permitted by law, any claims it may have against Cowen, for breach of fiduciary duty or alleged breach
of fiduciary duty and agrees that Cowen shall have no liability (whether direct or indirect) to the Company in respect of such
a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders,
partners, employees or creditors of the Company.


 






    -31- 


     


    

  


20.           
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other
may be made by facsimile transmission or other means of electronic transmission.


 


21.           
Definitions. As used in this Agreement, the following term has the meaning set forth below:


 


(a)  “Agent’s
Information” means, solely the following information in the Prospectus: the third sentence of the eighth paragraph under
the caption “Plan of Distribution” in the Prospectus.


 


(b) “Governmental
Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental
authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality,
court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political
subdivision of any of the foregoing.


 


 


 


 


 


[Remainder of Page Intentionally Blank]


 






    -32- 


     


    

  


If the foregoing correctly
sets forth the understanding between the Company and Cowen, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between the Company and Cowen.


 





	 	Very truly yours,
	 	 	 
	 	COWEN AND COMPANY, LLC
	 	 	 
	 	By:	/s/ Michael Murphy
	 	 	Name: Michael Murphy 
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	ACCEPTED as of the date
	 	first-above written:
	 	 	 
	 	INTEC PHARMA LTD.
	 	 	 
	 	By:	/s/ Nir Sassi
	 	Name: 	Nir Sassi
	 	Title: 	Chief Financial Officer







 









     


     


    

 


SCHEDULE 1


 


form
of PLACEMENT NOTICE


  


		From:	[                              ]



 


		Cc:	[                              ]



 


		To:	[                              ]



 


Subject: Cowen at the
Market Offering—Placement Notice


 


Gentlemen:


 


Pursuant to the terms
and subject to the conditions contained in the Sales Agreement between Intec Pharma Ltd. (the “Company”), and
Cowen and Company, LLC (“Cowen”) dated [ ] (the “Agreement”), I hereby request on behalf
of the Company that Cowen sell up to [ ] of the Company’s ordinary shares, no par value per share, at a minimum market price
of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold].


 






     


     


    

 


SCHEDULE 2


 


Placement Notice Individuals


 


 


 


The Company


 


Jeffrey Meckler, Chief Executive Officer


 


Nir Sassi, Chief Financial Officer


 


Cowen and Company, LLC


 


Michael Murphy


 


Sam Herzig


 


Bill Follis


 






     


     


    

 


SCHEDULE 3


 


 


 


Compensation


 


Cowen shall be paid compensation equal to
3.0 % of the gross proceeds from the sales of Ordinary Shares pursuant to the terms of this Agreement.


 


 






     


     


    

 


Exhibit 7(m) 


 


OFFICER CERTIFICATE


 


The undersigned, the duly qualified and
elected _______________________, of Intec Pharma Ltd., a company organized and existing under the laws of the State of Israel,
public company number 513022780 (the “Company”), does hereby certify in such capacity and on behalf of
the Company, pursuant to Section 7(m) of the Sales Agreement dated February [__], 2019 (the “Sales Agreement”)
between the Company and Cowen and Company, LLC, that to the best of the knowledge of the undersigned.


 


(i)       The
representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations
and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Effect,
are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof,
except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such
date, and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and
correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force and effect as
if expressly made on and as of the date hereof except for those representations and warranties that speak solely as of a specific
date and which were true and correct as of such date; and


 


(ii)       The
Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the
Sales Agreement at or prior to the date hereof.


 





	 	By:	 
	 	 	Name:
	 	 	Title:







 


	Date: