Exhibit 10.4


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2021, between Brenmiller Energy Ltd.,
an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS,
the Company is a public company registered in Israel whose securities are listed for trade on the Tel Aviv Stock Exchange Ltd.
(the “TASE”); and


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Rule 506 promulgated thereunder, if applicable, the Company desires to issue and
sell to each Purchaser, and each Purchaser, severally and not jointly, 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 each 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”
shall have the meaning ascribed to such term in Section 3.1(o).


 


“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.


 


“Beneficial
Ownership Limitation” means 9.99% of the number of shares of the Ordinary Shares outstanding immediately after giving effect
to the issuance of the Securities on the First Closing Date.


 


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


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or Tel Aviv are
authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not
be deemed to be authorized or required by Law to remain closed due to “stay at home”, “shelter-in-place”, “nonessential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority with competent jurisdiction so long as the electronic funds transfer systems (including for wire transfers) of commercial banks
in The City of New York or Tel Aviv are generally are open for use by customers on such day.


 


“Closing”
means each closing of the purchase and sale of the Securities pursuant to Section 2.1.


  




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“Closing
Date” means each applicable Trading Day on which all conditions precedent to (i) the Purchasers’ obligations to pay the portion
of the Subscription Amount due at such Closing and (ii) the Company’s obligations to deliver the Securities due at such Closing, in each
case, have been satisfied or waived. Subject to satisfaction of the respective conditions to each Closing, there are expected to be two
Closing Dates.


 


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


 


“Companies
Law” means the Israeli Companies Law – 5759-1999, as amended, and the rules and regulations promulgated
thereunder.


 


“Company
Counsel” means Shibolet & Co., with offices located at 4 Berkowitz Street, Tel; Aviv, Israel.


 


“Control”,
as such term is defined in the Securities Law.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“EGS”
means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.


 


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


 


“Exempt
Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers or directors of the Company pursuant
to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities
upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable
for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not
been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price
or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities,
(c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the
Company, provided that such securities carry no registration rights that require or permit the filing of any registration statement in
connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a
Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset
in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities, and


(d)
Securities issued due to a Recapitalization Event.


 


“Fully
Diluted Basis” means all issued and outstanding stock of the Company, including but not limited to (i) all shares of stock;
(ii) all securities convertible or exercisable into shares (being deemed so converted); (iii) all convertible investments, convertible
financings or convertible loans (being deemed so converted); (iv) all options, warrants and other rights to acquire stock or other securities
exercisable for stock (being deemed allocated and so exercised); (v) any adjustments of the number of issued shares triggered by or in
connection with the transaction contemplated by this Agreement (if any), including anti-dilution adjustment; and (vi) the reservation
for all stock, options or other equity awards, promised, reserved for and/or allocated to directors, officers, employees, consultants
and service providers of the Company (being deemed issued, converted granted and/or exercised).


 






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


 


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


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(u).


 


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


 


“Law”
means any applicable Israeli, foreign, international, multinational, or other constitution, law, principle of common law, rule, requirement,
order, ordinance, regulation, statute, treaty or other legal requirement enacted, issued or promulgated or enforced by a governmental
or regulatory authority.


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).


 


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


 


“Lock-Up
Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the founders of the Company,
in the form of Exhibit A attached hereto.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Contracts” means all agreements, however called, which are or are expected to become, material to the business or prospects
of the Company. Such agreements may include inbound or outbound purchase orders, patent filings, employment agreements, consulting agreements,
or otherwise. Such agreements shall not include licenses or leases for off-the-shelf software or routine office equipment.


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(s).


 


“Milestone”
means both (i) the approval for listing on a tier of the Nasdaq Stock Market LLC of the Company’s Ordinary Shares and (ii) the effectiveness
of the Registration Statement.


 


“Nominee
Company,” shall have the meaning ascribed to such term in Section 2.1(a).


 


“Ordinary
Shares” 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.


 


“Ordinary
Shares Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant 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.


 






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“Per
Share Purchase Price” equals NIS average of the closing prices on the TASE on the five Trading Days preceding execution of
this Agreement, discounted by 15%, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Ordinary Shares that occur after the date of this Agreement. For purposes of calculating the
Per Share Purchase Price (denominated in NIS) for a Purchaser’s Subscription Amount (denominated in United States dollars),
the then last known exchange rate thereof published by the Bank of Israel shall apply. The purchase price per Warrant shall be the
Per Shalt Purchase Price less NIS 0.30.


 


“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.


 


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.9(b).


 


“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.


 


“Public
Company Date” means the date that the Company’s Ordinary Shares are listed for trading on a Trading Market.


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.2(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.2(b).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.7.


 


“Recapitalization
Event” means any event of share combination or subdivision, share splits, share dividends, bonus share issuance, combination
or any other reclassification, reorganization or recapitalization or change of the Company’s share capital where the shareholders retain
their proportionate holdings in the Company, on an as-converted basis.


 


“Registration
Statement” means a registration statement registering with the Commission the resale by the Purchasers of the Shares and the
Warrant Shares.


 


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


 


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


 


“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.


 






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“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.


 


“Securities”
means the Shares and the Warrant Shares.


 


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


 


“Securities
Law” means the Israeli Securities Law – 1968, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Certificate” shall have the meaning ascribed to such term in Section 2.1(a).


 


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


 


“Shareholders
Approval” means the approval by the Company’s shareholders of the transaction contemplated herein in a special meeting to be
called by the Company.


 


“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 locating and/or borrowing Ordinary Shares).


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares 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. For purposes of calculating the Per Share Purchase Price (denominated in NIS) for a Purchaser’s Subscription
Amount (denominated in United States dollars), the then last known exchange rate thereof published by the Bank of Israel shall apply.


 


“Subsequent
Financing” shall have the meaning ascribed to such term in Section 4.9(a).


 


“Subsequent
Financing Notice” shall have the meaning ascribed to such term in Section 4.9(b).


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof, which shall be material for the Company’s business.


 


“TASE”
shall have the meaning ascribed to such term in the Recitals hereto.


 


“TASE
Approval” shall have the meaning ascribed to such term in Section 2.3(a).


 


“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 is listed or quoted for trading
on the date in question: the TASE, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange (or any successors to any of the foregoing).


 






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


 


“Transfer
Agent” means the transfer agent company to be appointed by the Company in connection with the listing process, and thereafter
any successor transfer agent of the Company.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.10(a).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary
Shares is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on the TASE,
the most recent VWAP of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of a share of Ordinary Shares
as determined by the Company’s Board of Directors.


 


“Warrants”
means, collectively, the prefunded warrants to purchase Ordinary Shares at an exercise price of NIS 0.30 per Ordinary Share, delivered
to the Purchasers at the Closing in accordance with Section 2.2(a)(iv) hereof, which Warrants shall be exercisable immediately, in the
form of Exhibit B attached hereto.


 


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


 


ARTICLE
II.


PURCHASE
AND SALE


 


2.1
Closing.


 


(a)
First Closing. On the first Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not
jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding
shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement, whereby each Purchaser, severally and not jointly,
agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be
purchased by it at the first Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted
Basis as specified below such Purchaser’s name on the signature page of this Agreement for the first Closing; provided, however,
that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s
Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially
own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser
may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser
to the Company. Each 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. Each Purchaser will furnish the Company with
details of an account with a TASE member or other eligible custodian in which its Shares will be deposited under this Agreement. The
Company shall deliver to each Purchaser a copy of the share certificate registered in the name of registration co of Mizrahi Tefahot
Bank Ltd. (the “Nominee Company”) evidencing a number of Shares equal to such Purchaser’s Subscription
Amount for the first Closing divided by the Per Share Purchase Price (the “Share Certificate”), a copy of the approval
by the TASE of registration of the Shares for trading, and a copy of the Company’s immediate report with respect to the issuance
of the Shares. The Company undertakes to deliver to the Nominee Company promptly after receipt of the Investment Amount, the Share Certificate
and other documentation necessary to enable the trade of the Shares. Upon satisfaction of the covenants and conditions set forth in Sections
2.2 and 2.3, the first Closing shall occur remotely via the exchange of documents and signature or such other location as the parties
shall mutually agree within three Trading Days.


 






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(b)
Second Closing. The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business
Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject
to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company
agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing
in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement
(for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and
not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement
to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully
Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided,
however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s
Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially
own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser
may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser
to the Company. Each 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 deliver to each Purchaser
its respective Shares and the Company and each 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 second Closing shall occur remotely via the
exchange of documents and signature or such other location as the parties shall mutually agree.


 


2.2
Deliveries.


 


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


 


(i)
this Agreement duly executed by the Company;


 





(ii)
a legal opinion of Company Counsel, in customary form and substance;


 


(iii)
the Share Certificate (to the Nominee Company) and the other deliverables provided for in Section 2.1(a);


 


(iv)
to the extent applicable, a certificate evidencing a number of Warrants in lieu of Shares, as requested by a Purchaser;


 


(v)
a copy of the Company’s shareholder registrar showing the Purchasers as owners of their respective Shares;


 


(vi)
a copy of the Board of Directors consent to the Company’s execution, delivery and performance of the Transaction Documents;


 


(vii)
a copy of a document evidencing the Shareholders Approval.


 


(viii)
Undertaking to IIA executed by each purchaser.


 


(ix)
the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and


 


(x)
a certificate of the Chief Executive Officer, attesting that the Company’s representations and warranties herein are true and correct
as of each Closing Date, that the Company is in compliance with all covenants of the Company applicable at the time of such Closing,
and that no Material Adverse Effect (as defined in Section 3.1) has occurred.


 


(b)
On or prior to each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Subscription
Amount for the applicable Closing by wire transfer to the account specified in writing by the Company.


 


2.3
Closing Conditions.


 


(a)
It is hereby agreed that the consummation of the investment and the issuance of the Securities under this Agreement are subject to (i)
the Company’s timely filing of an immediate report regarding the issuance of the Securities in accordance with Israeli Securities
Regulations (Private Offering of Securities of a Listed Company) 2000, (ii) the approval of the TASE to list the Shares for trading and
the Warrant Shares (the “TASE Approval”), and (iii) the Shareholders Approval.


 


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


 


(i)
receipt of the TASE Approval and the Shareholders Approval;


 


(ii)
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 applicable Closing Date of the representations and warranties of the Purchasers contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);


 






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


 


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


 


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


 


(i)
receipt of the TASE Approval;


 


(ii)
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 applicable 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);


 


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


 


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


 


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


 


(vi)
as to the second Closing only, the Milestone shall have been satisfied; and


 


(vii)
trading in the Ordinary Shares shall not have been suspended by, as applicable, the TASE or the Commission or the Company’s principal
Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have
been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service,
or on any Trading Market, nor shall a banking moratorium have been declared either by the Israeli, the United States or New York State
authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity
of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment
of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be
deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each
Purchaser as of the date hereof and as of the Closing Date (unless as of a specific date therein, in which case they shall be
accurate as of such date):


 


(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). Other than as
set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of
each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock 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. If the Company
has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 






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(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and 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 incorporation, 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: (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 (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and 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. The Company is not qualified to do business as a foreign corporation
in any jurisdiction outside of Israel. In determining whether or not a Material Adverse Effect has occurred, any change or effect attributable
to any of the following shall not be considered (provided, that in each case such events, effects, circumstances, developments
or changes do not have a materially disproportionate impact on the Company relative to other comparable companies operating in the industry
in which Company operates): (i) changes in general economic or industry conditions; (ii) changes in applicable law, or IFRS after the
date hereof; or (iii) natural disasters, acts of terrorism, military action, war, epidemic force majeure or other force majeure events.


 


(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 or the Board of Directors in connection herewith or therewith, other than in connection with
the Required Approvals and compliance with the requirements of the Israeli Securities Regulations (Private Offering of Securities of
a Listed Company) 2000, and receipt of the TASE Approval and the Shareholders Approval pursuant to Section 270(5) of the Companies Law.
The Board of Directors determined, in accordance with Section 282 of the Companies Law, that all approvals have been obtained by the
Company and that no other approval is required by the Company for the execution, delivery and consummation of the transactions contemplated
by the Transaction Documents subject to the receipt of the TASE Approval and the Shareholders Approval s pursuant to Section 270(5) of
the Companies Law. 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.


 






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(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 memorandum or certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or
an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the
properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar
adjustments, 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)
Public Company. The Company is a public company (as such term is defined in the Companies Law) registered in Israel, the shares
of which are listed for trade on the TASE.


 


(f)
Listing Qualification. The Company has not received notice from the TASE of any intention to delist its securities from trading
and/or transfer the Company’s securities to a watch list, and has no reason to believe that the issuance of the Shares would cause
any of the Company’s securities to be delisted from trading or transferred to a watch list.


 


(g)
Filings. The Company has filed with the Israel Securities Authority (“ISA”) and the TASE all the required reports,
notices and press releases in accordance with the Securities Law and the regulations promulgated thereunder (hereinafter the “Reports”).
Except as set forth in the Reports and except for normal liabilities arising in the ordinary course of business consistent with past
practice, the Company does not have any liabilities, either accrued, contingent or otherwise, whether due or to become due, that individually
or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect.


 


(h)
Reporting Compliance. The annual report of the Company for the year 2020 and the Reports filed by the Company since the publication
thereof (collectively, the “Periodic Report”) are incorporated herein by reference, were true, accurate
and complete in all material respects as required by law as of the date filed with the TASE and/or the ISA, as applicable, contain all
the material information that is necessary for a reasonable investor considering purchasing securities of the Company at the time of
their publication and as of the date hereof, and no material information required to be disclosed by the Securities Law was omitted therefrom,
except for information concerning this Agreement. There has been no material adverse change to the Company’s business, market or
financial condition since the date of the Periodic Report and the semiannual Report.


 






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(i)
Equal Rank. The Shares will rank equally in all respects with the existing Ordinary Shares.


 


(j)
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 or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) receipt
of the TASE Approval; (ii) receipt of the Shareholders Approval and (iii) for the second Closing, the filing of Form D with the Commission
and the approval relating to meeting the Milestone (collectively, the “Required Approvals”).


 


(k)
Issuance of the Securities. The Securities 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
other than restrictions on transfer provided for in the Transaction Documents and the Company’s Articles of Association. The Company
has reserved from its duly authorized capital stock the maximum number of Ordinary Shares issuable pursuant to this Agreement. The transactions
contemplated hereby, including the issuance and sale of the Securities at the first Closing constitute transactions exempted from the
prospectus requirements of the Securities Law, and do not constitute an offer and sale to the public pursuant to the Securities Law.


 


(l)
Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(1). The
registered share capital of the Company is NIS 1 million divided into 100 million ordinary shares of NIS 0.01 par value each. As of the
date of this Agreement, the Company’s share capital consists of the securities detailed on Schedule 3.1(1) hereto.
No Purchaser shall be allowed to subscribe for a number of Shares that would result in such Purchaser becoming the beneficial owner of
more than 9.99% of the issued and outstanding Ordinary Shares after giving effect to such issuance. 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 Securities, 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 capital stock
of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become
bound to issue additional Ordinary Shares or Ordinary Shares Equivalents or capital stock of any Subsidiary. The issuance and sale of
the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than
the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts
the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any
Subsidiary. 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 stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are
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 stockholder, the Board of Directors or others is required for the issuance and sale of the
Securities. There are no stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 






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(m)
Financial Statements. The financial statements of the Company included in the Reports comply in all material respects with applicable
accounting requirements and the Securities Law with respect thereto as in effect at the time of filing. Such financial statements have
been prepared in accordance with international financial reporting standards acceptable for foreign private issuers to report under the
Securities Act and the Exchange Act, applied on a consistent basis during the periods involved (“IFRS”), 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 IFRS, and fairly present in all material respects in accordance with IFRS 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.


 


(n)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
in the Reports, except as set forth on Schedule 3.1(n) or as specifically disclosed by the Company in its public filings
since the filing of the latest audited financial statements, (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 IFRS or disclosed in filings
made with the TASE, (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 stockholders or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. Except for the issuance of the Securities contemplated by this Agreement, no event, liability,
fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the
Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would
be required to be disclosed by the Company under applicable securities Laws at the time this representation is made or deemed made that
has not been publicly disclosed at least one Trading Day prior to the date that this representation is made.


 


(o)
Litigation. Except as set forth on Schedule 3.1(o), there is no 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 Israeli or foreign court, arbitrator, governmental or administrative agency or regulatory authority
(collectively, an “Action”). None of the Actions set forth on Schedule 3.1(o), (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities, or (ii) could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director
or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under applicable securities
Laws or a claim of breach of fiduciary duty.


 






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(p)
Employment and Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of
the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such
Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and
its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer
of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable
Laws relating to employment and employment practices, except where the failure to be in compliance could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


(q)
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 applicable 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.


 


(r)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all applicable Laws relating to pollution or protection
of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including
Laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous
substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations,
codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations,
issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses
or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance
with all terms and conditions of any such permit, license or approval where, in each clause (i), (ii) and (iii), the failure to so comply
could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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(s)
Regulatory Permits. Except as set forth on Schedule 3.1(s), the Company and the Subsidiaries are not in material violation of
all certificates, authorizations and permits issued by the appropriate regulatory authorities as currently conducted and as currently
proposed to be conducted, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse
Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any Material Permit.


 


(t)
Title to Assets. Except as set forth on Schedule 3.1(t), the Company and the Subsidiaries have good and marketable title in fee
simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the
business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and the Subsidiaries and (ii) Liens for the payment of taxes, for which appropriate reserves have been made therefor in accordance with
IFRS and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the
Company and the Subsidiaries are held by them to the knowledge of the Company under valid, subsisting and enforceable leases with which
the Company and the Subsidiaries are in compliance.


 


(u)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights material to the conduct of their respective businesses as described in the Reports and which the failure to so have
could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the
Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated
or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither
the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Reports, a
written notice of a claim or otherwise has any knowledge, without making any inquiry, that the Intellectual Property Rights violate or
infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To
the knowledge of the Company and without making any inquiry, all such Intellectual Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality, and value of all of their intellectual properties which measures are reasonable and
customary in the industry in which each operates, except where failure to do so could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. All employees of the Company and its Subsidiaries and former employees thereof who either
alone or in concert with others, developed, invented, discovered, derived, programmed or designed the Intellectual Property Rights, or
who have knowledge of or access to information about the Intellectual Property Rights have assigned and are obligated to assign to the
Company (or Subsidiary) all Intellectual Property Rights developed by them in the course of their employment with the Company (or Subsidiary).


 


(v)
Insurance. The liability of Company and the Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as are customary in the businesses engaged, including, but not limited to, directors and officers
insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it 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
without a significant increase in cost.


 






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(w)
Transactions with Affiliates and Employees. Except as described in the Reports or as set forth on Schedule 3.1(w), there are no
transactions or proposed transactions between the Company and any other person or entity that is at the date of such transaction or at
the date of this Agreement an Interested Party (as defined in the Companies Law), and no Interested Party, employee, shareholder, officer
or director of the Company is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee
credit) to any of them.


 


(x)
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any
broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents except as set forth on Schedule 3.1(x). The Purchasers shall have no obligation with respect
to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that
may be due in connection with the transactions contemplated by the Transaction Documents.


 


(y)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no
registration under Israeli or U.S. securities Laws is required for the offer and sale of the Securities by the Company to the Purchasers
as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the Securities Law and the rules and regulations
of the applicable Trading Market.


 


(z)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall make reasonable efforts to conduct its business in a manner so that it will not become an “investment
company” subject to registration under the Investment Company Act of 1940, as amended.


 


(aa)
Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under Israeli or
U.S. securities Laws of any securities of the Company or any Subsidiary.


 


(bb)
Disclosure. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,
their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and
correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not misleading. The Reports do not contain any
untrue statement of a material fact or omit 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 and when made, not misleading. The Company acknowledges
and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 3.2 hereof.


 






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(cc)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)
the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
Laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(cc) sets forth, as of the date hereof, all outstanding
secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For
the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess
of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other
contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s
consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $100,000 due
under leases required to be capitalized in accordance with IFRS. Neither the Company nor any Subsidiary is in default with respect to
any Indebtedness.


 


(dd)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all applicable Israeli and foreign income and other
tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii)
has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods
to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim to have an adverse
effect on the Company.


 


(ee)
No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising.


 


(ff)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, or (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its
behalf of which the Company is aware) which is in violation of applicable Law.


 






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(gg)
Accountants. The Company’s accounting firm is set forth in the Reports.


 


(hh)
No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company, and
the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to
perform any of its obligations under any of the Transaction Documents.


 


(ii)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers
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 any 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 Purchasers’ purchase of the Securities. The Company further represents to each 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.


 


(jj)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Section 3.2(f) hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked
by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii)
past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of
the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any
such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares and (v) each
Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various
times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing
stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges
that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.


 


(kk)
Cybersecurity. (i)(x) To the knowledge of the Company, there has been no security breach or other compromise of or relating to
any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data
(including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of
it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not
been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach
or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in material compliance with all applicable
Laws, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection
of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in
the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable
safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security
of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent
with industry standards and practices.


 






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(ll)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) except as set forth on Schedule 3.1(11), with an exercise price at least equal
to the fair market value of the Ordinary Shares on the date such stock option would be considered granted under IFRS and applicable Law.
No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is
no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant
of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or
their financial results or prospects.


 


(mm)
Office of Foreign Assets Control. To the Company’s knowledge, neither the Company nor any Subsidiary nor any director, officer,
agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(nn)
Money Laundering. The Company and each Subsidiary is and has been for the past five (5) years, in compliance in all material respects
with all anti-money laundering Laws of jurisdictions applicable to them (“AML Laws”), and no proceeding involving
the Company or any Subsidiary with respect to AML Laws is currently pending or, to the Company’s knowledge, threatened which, in
each case, would reasonably be expected to result in a material violation of this representation.


 


(oo)
No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of
the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act)
connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer
Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)
under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the
Purchasers a copy of any disclosures provided thereunder.


 


(pp)
Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be
paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.


 






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(qq)
Notice of Disqualification Events. The Company will notify the Purchasers in writing, prior to the second Closing Date of (i)
any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
Event relating to any Issuer Covered Person.


 


(rr)
Grants, Incentives, and Subsidies. The Reports include all material information of all pending and outstanding grants, incentives
and subsidies from the Government of the State of Israel or any agency thereof, or from any governmental or administrative agency of
any other country, granted to the Company, including without limitation Grants from the Israel Innovation Authority, the Israeli Ministry
of Economy and Industry, and the BIRD Foundation (collectively, “Grants”). True, correct and complete copies of all
material Grant documents have previously been delivered to Purchasers. Each Grant is in full force and effect, and the Company is not
in material breach of or in material default under, and no event has occurred which with notice or lapse of time or both would become
a material breach of or material default under, any Grant, and no grantor of any Grant has given the Company any written notice of any
claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse
Effect.


 


(ss)
Material Contracts. Schedule 3.1(ss) hereto sets forth, as of the date hereof, a complete and accurate list of all Material
Contracts that was required to be described in the latest annual and semiannual report of the Company. Each Material Contract was entered
into at arms’ length and in the ordinary course, is in full force and effect and is valid and binding upon and enforceable against
each of the parties thereto. True, correct and complete copies of all Material Contracts have previously been delivered to Purchasers.
Neither the Company nor, to the Company’s knowledge, any other party thereto, is in breach of any material provision or in material
default under, and no event has occurred which with notice or lapse of time or both would become a material breach of or material default
under, any Material Contract, and no party to any Material Contract has given the Company any written notice of any claim of any such
breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect.


 


3.2
Representations and Warranties of the Purchasers, Each Purchaser, for itself and for no other 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 such 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. Each Transaction Document to
which it 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. No other approval or consent from any person, entity or authority, is required by such Purchaser for the execution, delivery and
performance by it of this Agreement and the Transaction Documents to which it is party, and any and all agreements and instruments ancillary
hereto or thereto.


 






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(b)
Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and
not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (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.


 


(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each
subsequent Closing Date it will be either: (i) an “accredited investor” as defined in Rule 50I(a)(1), (a)(2), (a)(3), (a)(7)
or (a)(8) under the Securities Act, or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities
Act.


 


(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. Such Purchaser has been
afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company
concerning the Company’s business, assets and financial position and has reviewed and inspected all of the data and information
provided to it by the Company in connection with the execution of this Agreement. The Purchaser acknowledges that (i) the issuance of
the Securities hereunder does not constitute a promise or guaranty by the Company, its shareholders, officers or directors as to the
financial, technological or commercial success of the Company or the future value of its shares, and (ii) the investment contemplated
herein involves a high degree of risk that may result in the Purchaser losing its entire investment hereunder.


 


(e)
General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any
advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media
or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation
or general advertisement.


 


(f)
Certain Transfer Restrictions. Such Purchaser is aware that the Securities purchased at the first Closing (when the Company is
an Israeli public company) are and will be subject to transfer restrictions in the Israeli Securities Law Regulations (Details with Regard
to Sections 15A to I5C of the Law) - 2000, which impose certain restrictions in respect of the tradability of such Securities.








 






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(g)
No Breach. Neither the execution and delivery of any of the Transaction Documents nor compliance by the Investor with the terms
and provisions thereof, will conflict with, or result in a breach or violation of, any of the terms, conditions and provisions of: (i)
the organizational documents of such Purchaser, (ii) any judgment, order, injunction, decree, or ruling of any court or governmental
authority, domestic or foreign, (iii) any agreement, contract, lease, license or commitment to which such Purchaser is a party or to
which it is subject, or (iv) applicable law.


 


(h)
Israel Innovation Authority (the “IIA’’). Such Purchaser acknowledges and confirms that it is aware that the
Company is subject to the provisions of the Israeli Encouragement of Research, Development and Technological Innovation in the Industry
Law, 5744-1984 (as amended from time to time), including regulations, directives, procedures and rules that have been or will be promulgated
thereunder and/or by virtue thereof, including any regulations, directives, guidelines and rules as issued from time to time by the IIA.
Such Purchaser is aware of the restrictions imposed upon the Company regarding transfer of know-how and/or production rights. Such Purchaser
is aware of the Company’s obligations to report the transaction contemplated herein to the IIA. If so required by applicable law,
Such Purchaser will execute a standard undertaking towards the IIA, in the form provided by the Company.


 


(i)
Disclosure. Such Purchaser acknowledges that except for the representations and warranties of the Company contained in this Agreement,
or any other Transaction Document or exhibit hereto or thereto, the Company is not making and has not made, and no other Person
is making or has made on behalf of the Company, any express or implied representation or warranty in connection with this Agreement or
the transactions contemplated hereby, and no third party is authorized to make any such representations and warranties on behalf of the
Company.


 


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. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order
to effect Short Sales or similar transactions in the future.


 


ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
The Securities may only be disposed of in compliance with applicable securities Laws. In connection with any transfer of Securities other
than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with
a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel
selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory
to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the
rights and obligations of a Purchaser under this Agreement.








 






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(b)
The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 


THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER
LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


 


The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer
pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company
and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no
notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities,
including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of
any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act
to appropriately amend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.


 


(c)
Certificates evidencing the Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while
a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities
Act, (ii) following any sale of such Shares pursuant to Rule 144, (iii) if such Shares are eligible for sale under Rule 144, without
the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and
without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission) and the Purchaser shall provide the
Company with a “no action” letter from the SEC or a legal opinion confirming the same. The Company shall cause its counsel
to issue a legal opinion to the Transfer Agent or the Purchaser if required by the Transfer Agent to effect the removal of the legend
hereunder, or if requested by a Purchaser, respectively. The Company agrees that following the Public Company Date or at such time as
such legend is no longer required under this Section 4.1(c), it will, no later than the earlier of (i) two (2) Trading Days and (ii)
the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the
Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend (such date, the “Legend
Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from
all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that
enlarge the restrictions on transfer set forth in this Section 4. Certificates for Securities subject to legend removal hereunder shall
be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository
Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard
settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary
Shares as in effect on the date of delivery of a certificate representing Shares issued with a restrictive legend.





 






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(d)
Following the Public Company Date, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser,
in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Shares (based on the VWAP of the Ordinary Shares
on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section
4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each
Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue
and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Securities so delivered
to the Company by such Purchaser that is free from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser
purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by such Purchaser of all
or any portion of the number of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portion of the number of
Ordinary Shares that such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal to the
excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for
the Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”)
over the product of (A) such number of Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied
by (B) the lowest closing sale price of the Ordinary Shares on any Trading Day during the period commencing on the date of the delivery
by such Purchaser to the Company of the applicable Shares and ending on the date of such delivery and payment under this clause (ii),


 


(e)
Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities
pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or
an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the
plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities
as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.


 


(f)
To the extent that a Purchaser has purchased any Shares at the first Closing from an existing shareholder, the Purchaser shall
succeed to all of the rights which such selling shareholder has with respect to the Company in connection with his purchase of such shares.








 






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4.2
Furnishing of Information; Public Information.


 


(a)
Following the Public Company Date, if the Shares are not registered under Section 12(b) or 12(g) of the Exchange Act on the date hereof,
the Company agrees to file a registration statement to cause the Shares to be registered under Section 12(g) of the Exchange Act on or
before the 45th calendar day following the first Closing Date and shall use commercially reasonable efforts for such registration
statement to become effective within 120 calendar days from the date it is filed. Until the earliest of the time that: (i) no Purchaser
owns Securities; (ii) three years from the date hereof, or (iii) the date on which all the shares of capital stock of the Company are
acquired (by tender offer, merger or otherwise) for a price per share equal to or greater than 150% of the per Share Purchase Price,
the Company shall take 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 and shall use its commercially reasonable best efforts to maintain the registration of
the Ordinary Shares under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


(b)
Following the Public Company Date, if any time during the period commencing from the six (6) month anniversary of the date hereof and
ending at such time that all of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1)
and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current
public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer
in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”)
then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated
damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal
to two percent (2.0%) of the aggregate Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure
and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a)
the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers
to transfer the Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.2(b) are
referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on
the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the
third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the
event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall
bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s
right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available
to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


4.3
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 Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities.








 






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4.4
Securities Laws Disclosure; Publicity. In connection with the first Closing, the Company shall (a) by the Disclosure Time, issue
a press release disclosing the material terms of the transactions contemplated hereby, and (b) file such reports concerning this transaction
as may be required by the TASE, including the Transaction Documents as exhibits thereto, within the time required by the Exchange Act.
From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all
material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,
effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate.
The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without
the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser,
with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure
is required by Law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement
or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name
of any Purchaser in any filing with any governmental or regulatory authority or Trading Market, without the prior written consent of
such Purchaser, except as required by applicable securities Law or Trading Market regulations, in which case the Company shall provide
the Purchasers with prior notice of such disclosure permitted hereunder.


 


4.5
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, following the first Closing Date, the Company covenants and agrees that
neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes,
or the Company reasonably believes constitutes, material nonpublic information, unless prior thereto such Purchaser shall have consented
to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms
that each Purchaser shall be relying on the foregoing covenant in  effecting transactions in securities of the Company. To the extent
that the Company, any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any
material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that
such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers,
directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors,
agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall
remain subject to applicable Law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,
material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the
TASE, and from and after the Public Company Date, with the Commission on Form 6-K. The Company understands and confirms that each Purchaser
shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 



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4.6
Use of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of
the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),
(b) for the redemption of any Ordinary Shares or Ordinary Shares Equivalents, or (c) for the settlement of any outstanding litigation.


 


4.7
Indemnification of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 the Securities Act, Section 20 of the Exchange Act, and the Securities Law), and the directors, officers,
shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such
titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
final judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur directly as a result of or relating to (a) any breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, or (b) any action instituted against
the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an
Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action
is solely based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents
or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party
of state or federal securities Laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud,
gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the
right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ
counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the
position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees
and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y)
for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld
or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other
Transaction Documents. The indemnification required by this Section 4.7 shall be-made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or are incurred. The maximum liability of the Company with
respect to all Losses indemnifiable pursuant to this Section 4.7 shall be an amount equal to the aggregate Subscription Amount actually
paid to the Company by the Purchasers. The Company shall only be liable under this Section if the cumulative amount of all Losses incurred
hereunder exceeds $50,000 (the “Basket”),
at which time the Company’s liability shall be for the full amount of Losses from the first dollar. In no event shall the Company
be liable for any incidental, consequential, special or punitive losses and damages, including without limitation, loss of profits, devaluation,
or loss of reputation and the like. The indemnity agreements contained herein shall be in addition to any cause of action or similar
right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to Law. If any
action shall be brought against any Purchaser Party and/or Company in respect of which indemnity may be sought pursuant to this Agreement,
such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred.


 


4.8
Reservation of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and
keep available at all times, free of preemptive rights, a sufficient number of authorized and unissued Ordinary Shares for the purpose
of enabling the Company to issue Shares pursuant to this Agreement.


 


4.9
Listing of Ordinary Shares. As of the Public Company Date, the Company hereby agrees to use best efforts to maintain the listing
or quotation of the Ordinary Shares on the TASE, and concurrently with the second Closing, the Company shall have listed the Shares on
a United States 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 will take such other action as is reasonably necessary to cause
all of the Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action
reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in all respects with
the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. From the date of Nasdaq
listing, the Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company
or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company
or such other established clearing corporation in connection with such electronic transfer.



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(a)
4.10 Participation in Future Financing.


 


(a)
From the date hereof until the earlier of twelve months from the second Closing or eighteen months from the date of the first closing
upon any issuance by the, Company or any of its Subsidiaries of Ordinary Shares or Ordinary Shares Equivalents for cash consideration,
Indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right
to participate in up to an amount of the Subsequent Financing equal to the greater of (i) 50% of the Subsequent Financing or (ii) such
Purchaser’s percentage ownership of the issued and outstanding Ordinary Shares of the Company at the time immediately preceding the closing
of such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided
for in the Subsequent Financing.


 


(b)
At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask
such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”).
Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly,
but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing
Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised
thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term
sheet or similar document relating thereto as an attachment It is agreed that in the event of a registered public offering on Nasdaq,
a delivery of a copy of the preliminary prospectus as filed on EDGAR shall qualify as a Subsequent Financing Notice.


 


(c)
Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30
p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that such
Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing
and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent
Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser
shall be deemed to have notified the Company that it does not elect to participate.


 


(d)
If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice,
notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate)
is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such
Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.


 


(e)
If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice,
the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of
the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation
Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing
Date by a Purchaser participating under this Section Error! Reference source not found. and (y) the sum of the aggregate Subscription
Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section Error! Reference source not
found.


 






    27


     


    

 





(f) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of
participation set forth above in this Section Error! Reference source not found., if the Subsequent Financing subject to the initial
Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty
(30) Trading Days after the date of the initial Subsequent Financing Notice.


 


(g)
The Company and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude
one or more of the Purchasers from participating in a Subsequent Financing, including, but not limited to, provisions whereby such Purchaser
shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to
any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the
prior written consent of such Purchaser.


 


(h)
Notwithstanding anything to the contrary in this Section Error!
Reference source not found. and unless otherwise agreed to by such Purchaser, the Company shall
either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall
publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser
will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of
the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect
to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser,
such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material, non-public
information with respect to the Company or any of its Subsidiaries.


 


(i)
Notwithstanding the foregoing, this Section Error!
Reference source not found. shall not apply in respect of an Exempt Issuance, currently negotiated
investment in Rotem 1 as set forth in the Disclosure Schedules, public offering on the TASE, securities issued in connection with equipment
leases, bank loans or secured debt financing and in respect of any instance prohibited by applicable law.


 


4.10
Subsequent Equity Sales; Incurrence of Indebtedness.


 


(a)
From the date hereof until the Ordinary Shares are listed on Nasdaq (or another United States national securities exchange), the Company
shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of
Ordinary Shares or Ordinary Shares Equivalents (or a combination of units thereof) without the consent of Alpha. From the date hereof
until the second Closing Date, the Company shall be prohibited from incurring any Indebtedness (other than in the ordinary course of
business and statutory labor liabilities) effecting or entering into an agreement to effect any issuance by the Company or any of its
Subsidiaries of Ordinary Shares or Ordinary Shares Equivalents (or a combination of units thereof) involving a Variable Rate Transaction.
“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities
that are convertible into, exchangeable or exercisable for, or include the right to receive, additional Ordinary Shares either (A) at
a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations
for the Ordinary Shares at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or
exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon
the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the
Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of
credit, whereby the Company may issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief
against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.


 






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(b)
Notwithstanding the foregoing, this Section 4.10 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction
shall be an Exempt Issuance.


 


4.11
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat
the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the
purchase, disposition or voting of Securities or otherwise.


 


4.12 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding Ordinary
Shares, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation to issue the Shares pursuant to the Transaction
Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of
the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that
such issuance may have on the ownership of the other stockholders of the Company.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the
first Closing has not been consummated on or before December 31, 2021; 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. At the Closing, the Company has agreed to reimburse Alpha Capital Anstalt (“Alpha”)the non-accountable
sum of $50,000 for its legal fees and expenses. Accordingly, in lieu of the foregoing payments, the aggregate amount that Alpha is to
pay for the Securities at the first Closing shall be reduced by $50,000 in lieu thereof. 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 and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Purchasers.


 






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5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, 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 time of transmission, if such notice or communication is
delivered via email attachment at the 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 time of transmission, if such notice or communication is delivered
via email attachment at the 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 Purchasers which purchased at least 67% in interest of the Shares based on the
initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived
provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or
group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. 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
proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser
relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely
affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of
Securities 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 each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom
such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the
transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”








 






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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, except as otherwise
set forth in Section 4.7 and this Section 5.8.


 


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, in addition to the obligations of the Company under Section 4.8, 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 Securities until
the 24 month anniversary of the Second Closing Date (the “Indemnity
Period”), except that the representations in Sections 3.1(b, c, i, k, 1, t, and u_ shall
survive until the expiration of the applicable statute of limitations, whereupon such representations and warranties shall expire and
be of no further force and effect. If the Milestone is not met, the Indemnity Period shall be 30 months from the First Closing Date.


 


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.


 






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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 any 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 such 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 applicable 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).


 


5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities 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 Securities.


 


5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree
that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense
that a remedy at law would be adequate.


 


5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any 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.


 






    32


     


    

 





5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are
several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to
communicate with the Company through EGS and FISCHER (FBC & Co). EGS and FISCHER (FBC & Co) do not represent any of the other
Purchasers and only represent Alpha. The Company has elected to provide all Purchasers with the same terms and Transaction Documents
for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood
and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,
solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.


 


5.18
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.


 


5.19 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.


 


5.20 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 stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the
date of this Agreement.


 


5.21
Confidentiality. No party to this Agreement shall disclose or issue any public statement or press release concerning, or relating to,
this transaction, without the prior written approval of the other party of the substance and form of any such statement or release, except
as, and only to the extent required, (a) to exercise any of its rights or fulfill any of its obligations under the Agreement, or (b)
as may be required under applicable Law.


 





5.22
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)


 






    33


     


    

 


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.


 


	BRENMILLER
  ENERGY LTD.	 	Address for Notice: 
	 	 	 	 	 
	By:	/s/ Avi Brenmiller	 	Email:

	 	Name:	Avi Brenmiller	 	Fax:
	 	Title:	CEO	 	 



 


With a copy to (which shall not constitute notice):


 





 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES FOR PURCHASERS FOLLOW]


  






    34


     


    

 


[PURCHASER
SIGNATURE PAGES TO BRENMILLER 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: ALPHA CAPITAL ANSTALT            


 


	Signature
of Authorized Signatory of Purchaser:	



 


Name of Authorized Signatory: Nicola
Feuerstein           


 


Title of Authorized Signatory: Director             


 


Email
Address of Authorized Signatory: info@alphacapital.li            


 


	Address for Notice to Purchaser:	ALPHA CAPITAL ANSTALT 

    c/o LH Financial Services Corp. 

    510 Madison Ave, 14th Floor 

    New York, NY 10022


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


Subscription Amount:


 


First Closing: $ 3,750,000


 


Shares:1,670,310


 


Warrants: 0


 


Percentage of the issued and outstanding shares
of the Company on a Fully Diluted Basis: 5.55%


 


Second Closing: $ 3,750,000


 


Shares: 1,365,000


 


Warrants: 305,310


 


Percentage of the issued and outstanding shares of the Company on
a Fully Diluted Basis: 9.68%


 




    35


     


    

 


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


  


Name of Purchaser: Clover Wolf


 


	Signature of Authorized Signatory of Purchaser:,	



 


Name of Authorized Signatory: Adi Wolf                                                                                        


 


Title of Authorized Signatory: GM                                                                                                     


 


Email Address of Authorized Signatory: adi@clover-funds.com                                                  


 


Address for noticePurchaser:


 


Address for Delivery of  Securities to Purchaser (if not same as
address for notice):


 


Subscription Amount:


 


First Closing: $ 1,500,000


 


Shares: 668,124


 


Percentage of the issued and outstanding shares of the Company on a
Fully Diluted Basis: 2.22%


 


Second Closing: $ 1,500,000


 


Shares 668,124


 


Percentage of the issued and outstanding shares of the Company on
a Fully Diluted Basis: 3.87%


 




    36


     


    

 


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: Clover alpha



 


	Signature of Authorized Signatory of Purchaser:	



 


Name of Authorized Signatory:   Adi
Wolf                                                                                     


 


Title of Authorized Signatory: GM                                                                                                      


 


Email
Address of Authorized Signatory: adi@clover-funds.com                                                  

  


Address for Notice to Purchaser:


 


Address for Delivery of Securities to Purchaser (if not same
as address for notice):


 


Subscription Amount:


 


First Closing: $ 250,000


 


Shares:111,354


 


Percentage of the issued and outstanding shares of the Company on a
Fully Diluted Basis: 0.37%


 


Second Closing: $ 250,000


 


Shares: 111,354


 


Percentage of the issued and outstanding shares of the Company on a
Fully Diluted Basis: 0.65%


 




    37


     


    

 


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: More Provident Funds


 


	Signature
  of Authorized Signatory of Purchaser:	



 


Name
of Authorized Signatory: Ori Keren                                                                                                    


 


Title
of Authorized Signatory: Chief Investment Officer                                                                           


 


Email
Address of Authorized Signatory: ori.keren@more.co.il                                                                     


 


Address
for Notice to Purchaser: 2 Ben Gurion Road, Ramat Gan, Israel                                               


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


Subscription
Amount:


 


First Closing: $2,000,000


 


Shares:
890,832


 


Second
Closing: $2,000,000


 


Shares:
890,832


[SIGNATURE
PAGES CONTINUE]


 







    38


     


    

 


EXHIBIT A


 


FORM OF LOCK-UP AGREEMENT


October 31, 2021


 


		Re:	Securities Purchase
                                            Agreement, dated as of October [31], 2021 (the “Purchase
                                            Agreement”), between Brenmiller Energy
                                            Ltd. (the “Company”)
                                            and the purchasers signatory thereto (each, a “Purchaser”
                                            and, collectively, the “Purchasers”)



 


Ladies and Gentlemen:


 


Defined terms not otherwise
defined in this letter agreement (the “Letter Agreement”)
shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction
of a condition of the Company’s obligations under the Purchase Agreement, Avraham Brenmiller (the “undersigned”), irrevocably
agrees with the Company that, from the date hereof until the later of (i) one hundred eighty 180 days after the First Closing Date or
(ii) the date on which the Company’s Ordinary Shares are listed on Nasdaq (or another United States national securities exchange)
(such period, the “Restriction Period”), the undersigned will not offer,
sell, contract to sell, hypothecate, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably
be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the
undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), with respect to, any Ordinary Shares of the Company or securities convertible, exchangeable or exercisable into, Ordinary
Shares of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”).
Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.


 


Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives
a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee,
distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value,
(3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and
no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee,
as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:


 


		i)	as a bona fide gift or gifts;
	 	 	 



		ii)	to any immediate family member or to any trust for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall
mean any relationship by blood, marriage or adoption, not more remote than first cousin);



 






    39


     


    

 


		iii)	to any corporation, partnership, limited liability company, or other business entity
all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;
	 	 	 



		iv)	if the undersigned is a corporation, partnership, limited liability company, trust
or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an
Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or stockholders
of the undersigned;
	 	 	 



		v)	if the undersigned is a trust, to the beneficiary of such trust;
	 	 	 



		vi)	by will, other testamentary document or intestate succession to the legal representative,
heir, beneficiary or a member of the immediate family of the undersigned;
	 	 	 



		vii)	By operation of law and/or pursuant to a domestic relations order in connection
with a divorce decree or settlement; or
	 	 	 



		viii)	of securities purchased in open market transactions after the Closing Date.



 


In addition,
notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of Ordinary Shares upon (i) the exercise of any options
granted under any employee benefit plan of the Company; provided that any Ordinary Shares or Securities acquired in connection with any
such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise of warrants; provided that
such Ordinary Shares delivered to the undersigned in connection with such exercise are subject to the restrictions set forth in this Letter
Agreement.


 


Furthermore,
the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan
may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory
authority, is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale of Ordinary Shares
are made pursuant to such plan during the Restriction Period.


 


The undersigned
acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each Purchaser to complete
the transactions contemplated by the Purchase Agreement and the Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform
this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Purchase Agreement.


 






    40


     


    

 


This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned.
This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles
of conflict of laws. The undersigned 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 purposes of any suit, action or proceeding arising out of or relating to this
Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally
subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue
of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect
for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this Letter Agreement does
not intend to create any relationship between the undersigned and any Purchaser and that no Purchaser is entitled to cast any votes on
the matters herein contemplated and that no issuance or sale of the Securities is created or intended by virtue of this Letter Agreement.


 


This
Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Purchasers.


 


*** SIGNATURE PAGE FOLLOWS***








 






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This Letter Agreement may
be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.


 


	/s/ Avraham Brenmiller	 
	Signature	 
	 	 
	Avraham Brenmiller	 
	Print Name	 
	 	 
	CEO
  	 
	Position in Company, if any	 
	 	 
	Address for Notice:	 
	 	 
	 	 
	13 Amal St., 4th Floor	 
	Park Afek,	 
	Rosh Haayin 4809249, Israel	 
	 	 
	 	 
	 	 
	9,969,757 ordinary shares	 
	Number of Ordinary Shares	 
	 	 
	 
	Number of Ordinary Shares underlying subject to warrants, options, debentures or other convertible securities



 


By signing below, the Company agrees to enforce
the restrictions on transfer set forth in this Letter Agreement.


  


	BRENMILLER ENERGY LTD.	 
	 	 
	By:	/s/ Avraham Brenmiller	 
	Name:	Avraham Brenmiller  	 
	Title:	CEO	 


 





 




 






    42


     


    

 


EXHIBIT
B


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


PREFUNDED
ORDINARY SHARE PURCHASE WARRANT


 


BRENMILLER ENERGY LTD.


 


	Warrant Shares: [_______]	 	Initial Exercise Date: [______], 2021



  


THIS
ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its
assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant
is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brenmiller
Energy Ltd., an Israeli corporation (the “Company”), up to ___________ Ordinary Shares (as subject to
adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one Ordinary Share under this
Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement (the “Purchase Agreement”), dated [October] [ ___], 2021, among the Company and the
purchasers signatory thereto.


 


Section
2. Exercise.


 


a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate
Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United
States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.
No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has
been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading
Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.


 






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In
addition, and notwithstanding the foregoing in this Section 2(a), this Warrant may not be exercised on the Record Date (as such
term is defined under the TASE rules and regulations) of: (i) a distribution of bonus shares; (ii) a rights offer; (iii) any distribution
of dividends; (iv) a consolidation of the share capital of the Company; (v) a share split; or (vi) a reduction of the share capital of
the Company (each of the aforementioned events shall be called: “Corporate Event”). In addition, if the Ex-Date (as
such term is defined under the TASE rules and regulations) of a Corporate Event occurs before the Record Date of a Corporate Event, then
the Warrant shall not be exercised on the Ex-Date.


 


b)
Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of NIS 0.30 per Warrant Share,
was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the
nominal exercise price of NIS 0.30 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise
of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise
price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to
the Termination Date. The remaining unpaid exercise price per Ordinary Share under this Warrant shall be NIS 0.30, subject to adjustment
hereunder (the “Exercise Price”).


 


c)
Cashless Exercise. If at any time after the Initial Exercise Date, there is no effective registration statement registering, or
no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole
or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


		(A)	=	as
                                            applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable
                                            Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant
                                            to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and
                                            delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of
                                            “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated
                                            under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,
                                            either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice
                                            of Exercise or (z) the Bid Price of the Ordinary Shares on the principal Trading Market as
                                            reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s
                                            execution of the applicable Notice of Exercise if such Notice of Exercise is executed during
                                            “regular trading hours” on a Trading Day and is delivered within two (2) hours
                                            thereafter (including until two (2) hours after the close of “regular trading hours”
                                            on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of
                                            the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day
                                            and such Notice of Exercise is both executed and delivered pursuant to Section 2(a)
                                            hereof after the close of “regular trading hours” on such Trading Day;



 


		(B)	=	the
                                            Exercise Price of this Warrant, as adjusted hereunder; and



 


		(X)	=	the
                                            number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance
                                            with the terms of this Warrant if such exercise were by means of a cash exercise rather than
                                            a cashless exercise.



 






    44


     


    

 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not
to take any position contrary to this Section 2(c).


 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary
Shares are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest
preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a
Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as
applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary
Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of an
Ordinary Share as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the
Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary
Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink
Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary
Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected
in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).


 






    45


     


    

 


d)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted
by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a
certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares
to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date
that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) the number of
Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date”); provided, that (other than in the case of a cashless exercise) the Warrant Share Delivery Date shall
not be deemed to have occurred until such time that the Company has received the aggregate Exercise Price. Upon delivery of the Notice
of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided, that payment of
the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days
and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company
fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date,
the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to
such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing
to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant
Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer
agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of the Notice of Exercise.


 


ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.


 


iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however,
that the Holder shall be required to return any Warrant Shares or Ordinary Shares subject to any such rescinded exercise notice concurrently
with the return to Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s
right to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such
restored right).


 






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iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the
provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date
the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash
to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for
the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was
required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to
such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause
(A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the
amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.


 


vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant
when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 






    47


     


    

 


vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 


e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such
issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates,
and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of
the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties
shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or
conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any
other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for
purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to
the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for
any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with
any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the
Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which
portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no
obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder
may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written
notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral
request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Ordinary
Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the
conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties
since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership
Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of
Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the
Beneficial Ownership Limitation provisions of this Section 2(e), provided, that the Beneficial Ownership Limitation in no
event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares
upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any
increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this
Warrant.


 






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Section
3. Certain Adjustments.


 


a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary
Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split)
outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of
capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the
denominator shall be the number of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon
exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain
unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination or re-classification.


 


b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company
grants, issues or sells any Ordinary Shares Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the
Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on
exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided,
however, that, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).


 






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d)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or
any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all
or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender
offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted
to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are
effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or
more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase
agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of
this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section
2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as
a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives
upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant
to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay)
prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares
acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to
such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but
taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of
capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value
of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form
and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as
if such Successor Entity had been named as the Company herein.


  






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e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a
given date shall be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.


 


f)
Notice to Holder.


 


i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and
any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the
Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party,
any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares are converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to
the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled
to exchange their shares of the Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided, that the failure to deliver such notice or any defect therein or in the delivery
thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice
provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the TASE, or if then applicable, with the Commission pursuant to a Current Report
on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the
effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 






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 g) Voluntary
Adjustment by the Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during
the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the board of directors of the Company.


 


Section
4. Transfer of Warrant.


 


a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to
the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or
its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by
the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon
such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall
issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be
cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to
the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the
Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this
Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of
Warrant Shares without having a new Warrant issued.


 






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b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be
divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance
date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


Section
5. Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in
no event shall the Company be required to net cash settle an exercise of this Warrant.


 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the
Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or share certificate.


 






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c)
Fridays, 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.


 


d) Authorized
Shares.


 


The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares
a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company
covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon
exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.


 


e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined
in accordance with the provisions of the Purchase Agreement.


 


f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 






    54


     


    

 


g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall
be delivered in accordance with the notice provisions of the Purchase Agreement.


 


i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Ordinary Shares or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.


 


j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.


 


l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


 


(Signature
Page Follows)


 






    55


     


    

 





IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.


 


	 	BRENMILLER ENERGY LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    56


     


    

 


NOTICE
OF EXERCISE


 


TO: BRENMILLER
ENERGY LTD.


 


(1)
The undersigned hereby elects to purchase___________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


 (2) Payment shall take the form of (check applicable box):


 


[ ] in lawful money of the United States; or




 


[
] if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section
2(c) of the Warrant, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in Section 2(c).


 


(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


		       	



 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


 


		       	


 


		       	


 





		       	


 


[SIGNATURE
OF HOLDER]


 





	Name of Investing
Entity:____________________________________________________________________________
	Signature of Authorized Signatory of Investing Entity: ______________________________________________________
	Name of Authorized Signatory: _______________________________________________________________________
	Title of Authorized Signatory:_________________________________________________________________________
	Date: ___________________________________________________________________________________________


 



     


     


    




 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:


 


	Name:	 	 
	 	 	(Please Print)
	 	 	 
	Address:	 	 
	 	 	(Please Print)
	 	 	 
	Phone Number:	 	 
	 	 	 
	Email Address:	 	 
	 	 	 
	 	 	 
	Dated: _______________ __, ______________________	 
	Holder’s Signature: ______________________________	 	 
	Holder’s Address: _______________________________	 	 



 






     


     

    

 


Disclosure Schedule to the SPA


 


This Disclosure Schedule is
provided in connection with the Securities Purchase Agreement dated October 29, 2021 (the “Agreement”), by and among
(i) Brenmiller Energy Ltd., a company organized under the laws of the State of Israel, with registration number 514720374, with offices
at 13 Amal St., Rosh Haayin, Israel (the "Company”), and each purchaser identified on the signature pages of the Agreement
(each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


The following are the exceptions
to the representations and warranties made by the Company and the Purchasers’ in the Agreement. Capitalized terms used herein, unless
otherwise defined, have the same meaning given to them in the Agreement.


 


The headings herein are for
convenience of reference only, do not form a part of this Disclosure Schedule and shall not be construed to affect the meaning or construction
of the language of the body of such schedules.


 


Any matter disclosed pursuant
to one section or subsection of the Agreement is nonetheless deemed disclosed for any other section or subsection of this Disclosure Schedule,
as well as for the provisions of the Agreement that require disclosure in this Disclosure Schedule, if such matter relates to such section
or subsection of the Agreement and the level of particularity or manner of disclosure of the matter expressly disclosed in one section
or subsection of this Disclosure Schedule is readily apparent on the face of the disclosure of such exception set forth in this Disclosure
Schedule.


 


To the extent that any representation
or warranty in the Agreement is qualified or limited by the materiality of the matter(s) to which such representation or warranty is given,
the inclusion of any matter(s) in these schedules shall not constitute a determination by the Company that such matter(s) are material.


 


Nothing in this Disclosure Schedule shall constitute
either an admission of liability or obligation of the Company to any third party.


 




     


     

    

 


Schedule 3.1(a)


Subsidiaries


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(b)


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(1)


Capitalization


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(n)


Material Changes; Undisclosed Events, Liabilities
or Developments


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(o)


Litigation


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(s)


Regulatory Permits


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(t)


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(w)


Transactions with Affiliates and Employees


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(x)


Certain Fees


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(cc)


Solvency


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 






     


     

    

 


Annex A


Official list of pledges of the Company from
the Israeli Corporations Authority


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(ii)


Stock Option Plans


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Schedule 3.1(ss)


Material Contracts


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Annex B


Status Report


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]


 


Annex C


FTO Report


 


[Intentionally omitted pursuant to Regulation S-K,
Item 601(a)(5)]