Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of April 2, 2018, between Galmed Pharmaceuticals Ltd., a company organized
under the laws of State of Israel (the “Company”), and the purchaser identified on the signature pages hereto
(including its affiliates, successors and assigns, a “Purchaser”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to the Purchaser, and the
Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1         Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes
of this Agreement, the following terms have the meanings set forth in this Section 1.1:


 


“Action”
means any action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, a
legal holiday in the State of Israel or any day on which banking institutions in the State of New York or in the State of Israel
are authorized or required by law or other governmental action to close.


 


“Closing”
means the closing of the purchase and sale of the Shares and Warrants pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii)
the Company’s obligations to deliver the Shares and Warrants, in each case, have been satisfied or waived, but in no event
later than the second Trading Day following the date hereof.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Company
Israeli Counsel” means Meitar Liquornik Geva Leshem Tal, with offices located at 16 Abba Hillel Rd., Ramat Gan 5250608,
Israel.


 




     


     


    

 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Governmental
Entity” means any national, federal, state, local, territorial, foreign or other government or any department, commission,
board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, or administrative body thereof.


 


“Intellectual
Property Rights” means all registered copyrights, copyright registrations and copyright applications, trademark registrations
and applications for registration, patents and patent applications, trademarks, service marks, service names, trade names, Internet
domain names and any other intellectual property rights or licenses that are used by the Company or its Subsidiaries in their businesses
as presently conducted, or are necessary in connection with such businesses, including all: (i) databases, computer programs and
other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae,
source code, object code, algorithms, development tools, instructions and templates created by or on behalf of the Company or its
Subsidiaries; and (ii) inventions, trade dress, logos and designs created by or on behalf of the Company or any of its Subsidiaries.


 


“Law”
means any applicable federal, state, local, foreign law, statute, constitution, principle of common law, resolution, ordinance,
code, order, edict, decree, rule, regulation, ruling or other legally binding requirement issued, enacted, adopted, promulgated,
implemented or otherwise put into effect by or under the authority of any Governmental Entity or the Trading Market.


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other similar restriction.


 


“Material
Adverse Effect” means any facts, change, event, violation, inaccuracy, effect, condition, circumstance, occurrence or
development that, individually or taken together, constitute (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document; provided, however,
that none of the following shall constitute or shall be considered in determining whether there has occurred a Material Adverse
Effect: (x) changes in the national or world economy or financial markets as a whole or changes in general economic conditions
that affect the Company or its Subsidiaries, so long as such changes or conditions do not adversely affect the Company and its
Subsidiaries, taken as a whole, in a materially disproportionate manner relative to other similarly situated participants in the
industries or markets in which they operate; and (y) any change in Law or GAAP or interpretation thereof after the date of this
Agreement, so long as such changes do not adversely affect the Company and its Subsidiaries, taken as a whole, in a materially
disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate.


 


“Ordinary
Share(s)” means the ordinary shares of the Company, par value NIS 0.01 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.


 




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“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time, or from time to time, Ordinary Shares, including, without limitation, any debt, preferred shares, right, option,
warrant, restricted share unit or other instrument that is at any time convertible into or exercisable or exchangeable for, or
otherwise entitles the holder thereof to receive, Ordinary Shares.


 


“Per
Share Purchase Price” equals $6.00, subject to adjustment for reverse and forward share splits, share dividends, share
combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the final prospectus filed for the Registration Statement.


 


“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with
the Commission and delivered by the Company to the Purchaser at the Closing.


 


“Registration
Statement” means the effective registration statement with the Commission on Form F-3 (File No. 333-223923) which registers
the sale of the Securities.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Shares, the Warrants and the Warrant Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
means the Ordinary Shares issued or issuable to the Purchaser pursuant to this Agreement.


 




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“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable Ordinary Shares). 


 


“Subscription
Amount” means, as to the Purchaser, the aggregate amount to be paid for the Shares and Warrants purchased hereunder as
specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company, and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 


“Tax”
means all federal, state, local, foreign and other taxes, including income, gross receipts, franchise, property, sales, withholding,
payroll, use and employment taxes and custom duties, together with any interest or penalties thereon or other similar additions
to tax.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading
on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market
or the New York Stock Exchange (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Warrants and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 77 Spruce Street,
Suite 201, Cedarhurst, NY 11598 and a facsimile number of (646) 536-3179, and any successor transfer agent of the Company.


 


“Warrants”
means, collectively, the Ordinary Share purchase warrants delivered to the Purchaser at the Closing in accordance with Section
2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to one (1) year, in the form of
Exhibit A attached hereto.


 


“Warrant
Shares” means the Ordinary Shares issuable upon exercise of the Warrants.


 


ARTICLE II.


PURCHASE
AND SALE


 


2.1         Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase an aggregate
of $6,000,000 of Shares and Warrants. The Purchaser shall deliver to the Company, via wire transfer, immediately available funds
equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the
Company shall deposit the Shares and instruct the Transfer Agent to deliver to the Purchaser its Shares as determined pursuant
to Section 2.2(a), and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the
Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices
of McDermott Will & Emery LLP, New York, New York, or such other location as the parties shall mutually agree. 


 




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2.2         Deliveries.


 


(a)          On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:


 


(i)         this
Agreement duly executed by the Company;


 


(ii)        the
Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act);


 


(iii)       upon
receipt of the Purchaser’s Subscription Amount, a number of Shares equal to such Purchaser’s Subscription Amount divided
by the Per Share Purchase Price via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)
per the instructions of such Purchaser set forth on such Purchaser’s signature page hereto; and


 


(iv)       upon
receipt of the Purchaser’s Subscription Amount, a Warrant
registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of such Purchaser’s
Shares, with an exercise price equal to $15.00, subject to adjustment therein.


 


(b)          On
or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)         this
Agreement duly executed by such Purchaser; and


 


(ii)        such
Purchaser’s Subscription Amount, by wire transfer to the account specified by the Company.


 


2.3         Closing
Conditions.


 


(a)            The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)         the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as
of a specific date therein in which case they shall be accurate as of such date); 


 


(ii)        all
obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and


 


(iii)       the
delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)         The
respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i)         the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 




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(ii)        all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;



 


(iii)       the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; 


 


(iv)       no
stop order or suspension of trading shall have been imposed by any regulatory body with respect to public trading in the Company’s
securities; and


 


(v)        there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


ARTICLE III.


REPRESENTATIONS
AND WARRANTIES


 


3.1         Representations
and Warranties of the Company. Except as set forth in the Prospectus or Prospectus Supplement or in a SEC Report, the Company
hereby makes the following representations and warranties to the Purchaser as of the date hereof and as of the Closing Date as
follows (unless as of a specific date therein, in which case they shall be accurate as of such date):


 


(a)           Subsidiaries.
Other than any inactive subsidiaries, all of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports.
The Company owns, directly or indirectly, all of the share capital or other equity interests of each Subsidiary free and clear
of any Liens, and all of the issued and outstanding shares of share capital of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. 


 


(b)           Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and, if such concept is applicable, in good standing under the laws of the jurisdiction of its incorporation or organization,
with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of association, bylaws or other organizational or charter documents. Each of the Company
and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in a Material Adverse Effect. 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. 


 




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(c)           Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith
or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


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


 


(e)           Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required
pursuant to Section 4.2 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s)
to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required
thereby, and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”).


 




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(f)            Issuance
of the Shares; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company. The Warrants and Warrant Shares are duly authorized and, the Warrant Shares when issued in accordance with the terms of
the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company
has reserved from its duly authorized share capital the maximum number of Ordinary Shares issuable pursuant to this Agreement and
the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities
Act, which became effective on April 2, 2018 (the “Effective Date”), including the Prospectus, and such amendments
and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under
the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or
preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted
or, to the knowledge of the Company, are threatened by the Commission. The Company shall file the Prospectus with the Commission
pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this
Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material
respects to the requirements of the Securities Act and did not and will not contain any 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 the
Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued
and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did
not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading.


 


(g)           Capitalization.
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any share capital since its most
recently filed periodic report under the Exchange Act, other than pursuant to the exercise of options under the Company’s
equity incentive plans, the issuance of Ordinary Shares or Ordinary Share Equivalents to employees and/or consultants pursuant
to the Company’s equity incentive plans and pursuant to the conversion and/or exercise and/or settlement of Ordinary Share
Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right
of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated
by the Transaction Documents. Except as a result of the purchase and sale of the Shares and Warrants, there are no outstanding
options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights
or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire,
any Ordinary Shares or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which
the Company or any Subsidiary is or may become bound to issue Ordinary Shares or Ordinary Share Equivalents or share capital of
any Subsidiary. The issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue Ordinary Shares or
other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to
adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments
of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary.
The Company does not have any share appreciation rights or “phantom shares” plans or agreements or any similar plan
or agreement. All of the outstanding share capital of the Company is duly authorized, validly issued, fully paid and nonassessable,
have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation
of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any
shareholder, the Board of Directors or others is required for the issuance and sale of the Shares and Warrants. 


 




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(h)           SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the one year preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the
“SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never
been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing. Such financial statements have been prepared in all
material respects in accordance with United States generally accepted accounting
principles (“GAAP”) applied on a consistent basis during the periods involved,
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments.


 


(i)            Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the
Company’s financial statements pursuant to GAAP or disclosed in filings made with
the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem
any of its share capital, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except
pursuant to existing Company equity incentive plans and the exercise and/or settlement thereof. The Company does not have pending
before the Commission any request for confidential treatment of information. 


 


(j)            Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.


 




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(k)            Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case
in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including option agreements under any share option plan of
the Company.


 


(l)            Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in material compliance
with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and
all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of
the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance 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 conformity with GAAP 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.


 


(m)          Litigation.
As of the date of this Agreement, there is no litigation, action, suit, investigation or governmental proceeding pending or, to
the knowledge of the Company, threatened, against the Company or its Subsidiaries or affecting any of the properties or assets
of the Company or its Subsidiaries, except in each case as could not have or reasonably be expected to result in a Material Adverse
Effect.


 


(n)           Intellectual
Property. All Intellectual Property Rights purported to be owned by the Company or its Subsidiaries or otherwise are owned
free and clear by the Company or its Subsidiaries, as the case may be, by operation of law or have been validly assigned to the
Company or its Subsidiaries, as the case may be, other than those Intellectual Property Rights where the failure to own or assign
such rights could not have or reasonably be expected to result in a Material Adverse Effect. The Intellectual Property Rights are
sufficient in all material respects to carry on the business of the Company and its Subsidiaries as presently conducted and as
proposed to be conducted and the Company has taken commercially reasonable security measures to protect the secrecy, confidentiality
and value of all of its material Intellectual Property Rights. To the knowledge of the Company, except as could not have or reasonably
be expected to result in a Material Adverse Effect, the Intellectual Property Rights purported to be owned by the Company or its
Subsidiaries do not infringe the intellectual property rights of any third party. Neither the Company nor any of its Subsidiaries
has received any written notice or other written claim from any third party: (i) asserting that any of the Intellectual Property
Rights purported to be owned by the Company or any of its Subsidiaries infringe any intellectual property rights of such third
party; (ii) challenging the validity, effectiveness or ownership by the Company or any of its Subsidiaries of any of the Intellectual
Property Rights; or (iii) asserting that the Company or any of its Subsidiaries is in material default with respect to any license
granting Intellectual Property Rights to the Company or its Subsidiaries other than, in each such case, if the assertion, challenge
or allegation in any such notice or claim were accurate or true, could not have or reasonably be expected to result in a Material
Adverse Effect. The Company has no knowledge of any material infringement or improper use by any third party of any of the Intellectual
Property Rights, other than any such infringement or improper use as could not have or reasonably be expected to result in a Material
Adverse Effect.


 




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(o)           Ownership
of Property. The Company has: (i) good and marketable fee simple title to its owned real property, if any, free and clear of
all Liens, except for Liens that could not have or reasonably be expected to result in a Material Adverse Effect; (ii) except as
could not have or reasonably be expected to result in a Material Adverse Effect, a valid leasehold interest in all leased real
property, and each of such leases is valid and enforceable in accordance with its terms (subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief
or other equitable remedies, and to limitations of public policy) and is in full force and effect, and (iii) good title to, or
valid leasehold interests in, all of its other properties and assets, free and clear of all Liens, except for Liens that could
not have or reasonably be expected to result in a Material Adverse Effect.


 


(p)           Insurance.
Each of the Company and its Subsidiaries is insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as the Company reasonably believes are commercially reasonable for the businesses in which the Company
and its Subsidiaries are engaged. All such insurance is fully in force, except where the failure to be in full force could not
have or reasonably be expected to result in a Material Adverse Effect. 


 


(q)           Investment
Company Act. The Company is not, and immediately after giving effect to the sale of the Shares and Warrants in accordance with
this Agreement and the application of the proceeds thereof will not be required to be registered as, an “investment company”
or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act.


 


(r)            Taxes.
Except as could not have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries: (i)
have filed all Tax returns required to be filed within the applicable periods for such filings (with due regard to any extension);
(ii) have paid all Taxes and other governmental assessments required to be paid; and (iii) have reserved in the financial statements
of the Company included in the SEC Reports an amount adequate for the payment of all Taxes for periods subsequent to the periods
to which such returns, reports or declarations apply, except in the case of clauses (i) and (ii) with respect to matters contested
in good faith and for which adequate reserves have been established in accordance with GAAP. All stock transfer or other taxes
(other than income or similar Taxes) which are required to be paid in connection with the transactions contemplated hereby have
been fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.


 


(s)           Off
Balance Sheet Arrangements. There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries
and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in the SEC Reports and
is not so disclosed, except as could not have or reasonably be expected to result in a Material Adverse Effect.


 




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(t)            Listing
and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading
Market on which the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with
the listing or maintenance requirements of such Trading Market. The Company is, and has
no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements. The Ordinary Shares are currently eligible for electronic transfer through the Depository Trust Company or another
established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other
established clearing corporation) in connection with such electronic transfer.


 


(u)           Tests
and Preclinical and Clinical Trials. The studies, tests and preclinical and clinical trials (as applicable) conducted by the
Company or any Subsidiaries and, to the Company’s knowledge, on behalf of the Company, that are described in the SEC Reports
(collectively, the “Trials”) were and, if still pending, are being, conducted in all material respects in accordance
with the applicable laws and regulations of the U.S. Food and Drug Administration (the “FDA”) or any foreign
governmental body exercising comparable authority, including accepted professional and scientific standards; the descriptions of
the Trials are accurate and complete in all material respects; the Company is not aware of any other studies, tests or preclinical
and clinical trials, the results of which call into question the results described in the SEC Reports; and the Company has not
received any notices or correspondence from the FDA, any foreign, state or local governmental body exercising comparable authority
or any Institutional Review Board requiring the termination, suspension, material modification or clinical hold of any studies,
tests or preclinical or clinical trials conducted by or on behalf of the Company or any Subsidiaries. The Company does not possess
any material non-public information relating to any of the Trials.


 


(v)           Acknowledgment
Regarding Purchaser’s Purchase of Shares and Warrants. The Company acknowledges and agrees that the Purchaser is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by the Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchaser’s purchase of the Shares and Warrants. The Company further represents
to the Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 




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3.2         Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date
to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):


 


(a)           Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser.
Assuming the accuracy of the representations and warranties of the Company contained in Section 3.1 of this Agreement, each Transaction
Document to which such Purchaser is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance
with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law. Such Purchaser’s execution, delivery and performance of this
Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby do not and will
not (i) conflict with or violate any provision of such Purchaser’s certificate or articles of incorporation, bylaws or other
organizational or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which such Purchaser is subject (including federal
and state securities laws and regulations), or by which any property or asset of such Purchaser is bound or affected, except with
respect to clause (ii) such as could not have or reasonably be expected to result in a material adverse effect on the legality,
validity or enforceability of any Transaction Document or the ability of such Purchaser to perform on a timely basis its obligations
under any Transaction Document.


 


(b)           Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation
and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise
in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary
course of its business. The Purchaser is not identified on the specially designated nationals or other blocked person list or otherwise
currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
and, to its knowledge, the Purchaser has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made
available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba,
Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person
currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.
To its knowledge, the Purchaser’s purchase of the Securities hereunder will not violate any money laundering or similar statutes
of any Governmental Entity.


 


(c)           Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that
such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting
forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth
above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to the Purchaser’s
representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents
and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability
of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.


 




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(d)           Brokers
and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest
or claim against or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of such Purchaser.


 


(e)           Ownership.
Such Purchaser’s signature page sets forth all securities of the Company held or beneficially owned by such Purchaser as
of the date hereof, including without limitation, Ordinary Shares and Ordinary Share Equivalents. Such Purchaser does not hold
or beneficially own any other securities of the Company, except as indicated on the signature page hereto.


 


(f)            Group.
Such Purchaser and its affiliated funds participating in this offering, represents that it is not a “group” within
the meaning of Section 13d-5 under the Exchange Act with any holder or beneficial owner of the Company’s securities and in
calculating and reporting such Purchaser’s beneficial ownership, such Purchaser is not required under the rules and regulations
promulgated under the Exchange Act to include the beneficial ownership of the securities of the Company held by another holder
or beneficial owner of the Company’s securities.


 


The Company acknowledges
and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right
to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transactions contemplated hereby.


 


ARTICLE IV.


OTHER AGREEMENTS OF THE
PARTIES


 


4.1         Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares and Warrants for purposes of
the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction. 


 


4.2         Securities
Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following
the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current
Report on Form 6-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the
Exchange Act. Except in the aforementioned Current Report on Form 6-K, the Company shall not publicly disclose the name of the
Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without
the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of
final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchaser with prior notice of such disclosure.


 




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4.3         Use
of Proceeds. The Company shall use the net proceeds from the sale of the Shares and Warrants hereunder as described in the
Prospectus Supplement.


 


4.4         Listing
of Ordinary Shares. Prior to or concurrently with the Closing, the Company shall apply to list or quote all of the Shares and
Warrant Shares on the Trading Market on which it is currently listed and promptly secure the listing of all of the Shares and Warrant
Shares on such Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other
Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action
as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as
possible. 


 


4.5         Certain
Transactions and Confidentiality. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant
to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities
during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by
this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.2. 
The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by
the Company pursuant to the initial press release as described in Section 4.2, such Purchaser will maintain the confidentiality
of the existence and terms of this transaction and the information included in the Transaction
Documents.  Notwithstanding the foregoing, and notwithstanding anything contained in
this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty
or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions
contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.2,
(ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance
with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.2 and (iii) no Purchaser shall have any duty of confidentiality
or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press
release as described in Section 4.2.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that
made the investment decision to purchase the Securities covered by this Agreement.


 


ARTICLE V.


MISCELLANEOUS


 


5.1         Termination. 
This Agreement may be terminated by the Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the Purchaser, by written notice to the other parties, if the Closing has
not been consummated on or before April 30, 2018; provided, however, that no such termination will affect the right
of any party to sue for any breach by any other party (or parties).


 


5.2         Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company),
stamp taxes and other taxes and duties levied in connection with the delivery of any Shares and Warrants to the Purchaser. The
Company shall also pay the fees and expenses of Gibson, Dunn & Crutcher LLP, counsel to the Purchaser, in an amount not to
exceed $25,000.00.


 




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5.3         Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,
contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 


5.4         Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto
at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on
the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second (2nd)Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as set forth on the signature pages attached hereto. 


 


5.5         Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and Purchaser or, in the case of a waiver, by the party against whom enforcement of
any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair
the exercise of any such right. Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon
the Purchaser and holder of Shares and Warrants and the Company.


 


5.6         Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom
such Purchaser assigns or transfers any Shares or Warrants, provided that such transferee agrees in writing to be bound, with respect
to the transferred Shares and Warrants, by the provisions of the Transaction Documents that apply to the “Purchaser.”


 


5.8         No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 




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5.9         Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action
or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding
is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action
or Proceeding to enforce any provisions of the Transaction Documents, then, the prevailing party in such Action or Proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Action or Proceeding.


 


5.10       Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares and Warrants until
the expiration of the statute of limitations therefor. The covenants set forth in this Agreement shall survive in accordance with
their terms and until fully performed at which time they shall terminate.


 


5.11       Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


5.12       Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13       Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission
of an exercise of a Warrant, the Purchaser shall be required to return any Ordinary Shares subject to any such rescinded exercise
notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the
Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s
Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 




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5.14       Replacement
of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.


 


5.15       Remedies.
Any and all remedies set forth in this Agreement: (i) shall be in addition to any and all other remedies the Purchaser or the Company
may have at law or in equity; (ii) shall be cumulative; and (iii) may be pursued successively or concurrently as the Purchaser
and the Company may elect. The exercise of any remedy by the Purchaser or the Company shall not be deemed an election of remedies
or preclude the Purchaser, on the one hand, or the Company, on the other hand, from exercising any other remedy in the future.
No Purchaser shall be entitled to damages, in the aggregate, from the Company that are in excess of the Purchase Price paid by
the Purchaser.


 


5.16       Payment
Set Aside. To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.17       Independent
Nature of Purchaser’s Obligations and Rights. The Purchaser has been represented by its own separate legal counsel in
its review and negotiation of the Transaction Documents. 


 


5.18       Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.19       Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and
forward share splits, share dividends, share combinations and other similar transactions of the Ordinary Shares that occur after
the date of this Agreement.


 


5.20       WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE
PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


(Signature Pages Follow)


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	galmed pharmaceuticals ltd.	 	Address for Notice:
	 	 	 	 
	By:	 	 	Fax:
	 	Name:	 	 
	 	Title:	 	Email: 
	 	 	 
	With copies to (which shall not constitute notice):	 	 
	 	 	 
	McDermott Will & Emery LLP	 	 
	340 Madison Avenue	 	 
	New York, NY  10173-1922	 	 
	Attention: Gary Emmanuel	 	 
	Fax: (212) 547-5444	 	 
	Email: gemmanuel@mwe.com	 	 


 


and


 


Meitar Liquornik Geva Leshem Tal


16 Abba Hillel Rd


Ramat Gan


5250608


Attention: Shachar Hadar


Fax: 972-3-6145889


Email: shacharh@meitar.com


 


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SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




     


     


    

 





[PURCHASER SIGNATURE PAGES TO GALMED PHARMACEUTICALS
LTD SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


Name of Purchaser: ________________________________________________________


Signature of Authorized Signatory of
Purchaser: _________________________________


Name of Authorized Signatory: _______________________________________________


Title of Authorized Signatory: ________________________________________________


Email Address of Authorized Signatory:_________________________________________


Facsimile Number of Authorized Signatory: ______________________________________


Address for Notice to Purchaser: _______________________________________________


 


 


Subscription Amount: $_________________


 


Shares: _________________


 


Warrant Shares: _________________




EIN Number: ____________________


 


Company Shares currently held by Purchaser:


 


Ordinary Shares:  


 


Ordinary Share Equivalents:


 


Delivery instructions for the Shares


 


	 	 ̈	Paper Certificate


              Provide
Address for Delivery of Paper Share Certificate to Purchaser (if not same as address for notice):


or


	 	 ̈	DWAC


 


Name of DTC Participant (broker-dealer
at which the account or accounts to be credited with the Shares are maintained):


 


DTC Participant Number:


 


Name of Account at
DTC Participant being credited with the Shares:


 


Account Number at
DTC Participant being credited with the Shares:


 


 


[SIGNATURE PAGES CONTINUE]