Exhibit 10.1


 


Foresight
Autonomous Holdings Ltd.


 


American
Depositary Shares, each

Representing Five Ordinary Shares


 


SALES
AGREEMENT


 


January
22, 2021


 


A.G.P./Alliance
Global Partners


590
Madison Avenue


New
York, New York 10022


 


Ladies
and Gentlemen:


 


Foresight
Autonomous Holdings Ltd., a company organized under the laws of Israel (the “Company”), confirms its
agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:


 


1.
Issuance and Sale of ADSs. The Company agrees that, from time to time during the term of this Agreement, on the terms and
subject to the conditions set forth herein, it may issue and sell to or through A.G.P./Alliance Global Partners, acting as agent
and/or principal (the “Sales Agent”), American Depositary Shares (“ADSs”),
each representing five (5) ordinary shares of the Company, no par value (the “Ordinary Shares”), subject
to the limitations set forth in Section 3(b) hereof (the ADSs to be offered and sold hereunder being referred to as
the “Placement Shares”). The issuance and sale of the Placement Shares to or through the Sales Agent
will be effected pursuant to the Registration Statement (as defined below) filed by the Company under the Securities Act of 1933,
as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), after it
is declared effective by the U.S. Securities and Exchange Commission (the “Commission”).


 


The
term of this Agreement shall commence on the date on which the Registration Statement (as defined below) is declared effective
by the Commission and shall end upon the termination or expiration of this Agreement in accordance with Section 11.
The Company and the Sales Agent agree that this Agreement replaces that certain sales agreement, dated October 2, 2020, by and
between the Company and the Sales Agent (the “October 2020 Sales Agreement”), which agreement terminated
pursuant to its terms.


 


The
Placement Shares will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit
agreement (the “Deposit Agreement”), by and among the Company, The Bank of New York Mellon, as depositary
(the “Depositary”), and the holders from time to time of the Placement Shares evidencing the ADSs issued
thereunder. The Company shall, following the sale of the Placement Shares to or through the Sales Agent deposit, on behalf of
the Sales Agent, the Ordinary Shares represented by such ADSs with The Bank of New York Mellon, as custodian (the “Custodian”)
for the Depositary, which shall deliver such Placement Shares to the Sales Agent for the account of the Sales Agent for subsequent
delivery to the investors, as the case may be.


 






     


     


    

 


On
the date of this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act, with
the Commission, a shelf registration statement on Form F-3, including a base prospectus (the “Base Prospectus”),
relating to certain securities, including Ordinary Shares underlying the ADSs, to be issued from time to time by the Company,
and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange
Act”). The Company and the Depositary have prepared and filed with the Commission registration statements relating
to ADSs on Form F-6 (File No. 333-217881 and File No. 333-252207) for registration under the Securities Act (the “ADS
Registration Statement”). The Company has prepared, or will prepare, a prospectus specifically relating to the offering
of the Ordinary Shares underlying the ADSs pursuant to this Agreement included as part of such Registration Statement (the “ATM
Prospectus”). As soon as practicable following the date that the Registration Statement is declared effective by
the Commission, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included
as part of the Registration Statement relating to the Placement Shares (as defined below). The Company may file, if necessary,
one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or
prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where
the context otherwise requires, such registration statement on Form F-3, as amended by any post-effective amendments thereto,
including all documents filed as part thereof or incorporated by reference therein, and including any information contained in
a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities
Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is
herein called the “Registration Statement.” The Base Prospectus, including all documents incorporated therein
by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities
Act (as qualified by Rule 430B(g) of the Securities Act), and the ATM Prospectus, including all documents incorporated therein
by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities
Act (as qualified by Rule 430B(g) of the Securities Act), each of which is included in the Registration Statement, as it or they
may be supplemented from time to time by any additional prospectus supplement, in the form in which such Base Prospectus and/or
ATM Prospectus have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act,
together with any “issuer free writing prospectus” (“Issuer Free Writing Prospectus”), as
defined in Rule 433 of the Securities Act (“Rule 433”), relating to the Placement Shares that (i) is
required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case
in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration
Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated
by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution
hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all
references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include
any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System, or if applicable,
the Interactive Data Electronic Applications (collectively “EDGAR”).


 






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


 


3.
Sale of Placement Shares by the Sales Agent.


 


(a)
Subject to the terms and conditions set forth herein, upon the Company’s issuance of a Placement Notice, and unless the
sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms
of this Agreement, the Sales Agent, as agent for the Company, will use its commercially reasonable efforts consistent with its
normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital
Market (the “Exchange”), for the period specified in the Placement Notice, to sell such Placement Shares
up to the amount specified by the Company in, and otherwise in accordance with the terms of such Placement Notice. If acting as
agent hereunder, the Sales Agent will provide written confirmation to the Company (including by email correspondence to each of
the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged
by any of the individuals to whom the notice is sent, other than via auto-reply) no later than 10:00 p.m. (Eastern Time) on the
Trading Day that a sale of Placement Shares is made hereunder setting forth the number of Placement Shares sold on such day, the
compensation payable by the Company to the Sales Agent pursuant to Section 2 with respect to such sales, and the Net
Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Sales Agent (as set forth
in Section 5(a)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice,
the Sales Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering
as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the Exchange, on any
other existing trading market for the ADSs or to or through a market maker. Subject to the terms of a Placement Notice, the Sales
Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in negotiated transactions
with the Company’s prior written consent. The Company acknowledges and agrees that (i) there can be no assurance that the
Sales Agent will be successful in selling Placement Shares, (ii) the Sales Agent will incur no liability or obligation to the
Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Sales Agent
to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations
to sell such Placement Shares as required under this Agreement and (iii) the Sales Agent shall be under no obligation to purchase
Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent and the Company
in writing and expressly set forth in a Placement Notice. For the purposes hereof, “Trading Day” means
any day on which the ADSs are purchased and sold on the principal market on which the ADSs are listed or quoted.


 






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(b)
Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to
the sale of such Placement Shares, the aggregate number or gross sales proceeds of Placement Shares sold pursuant to this Agreement
would exceed the lesser of: (i) the number or dollar amount of Ordinary Shares underlying the ADSs registered pursuant to
the Registration Statement pursuant to which the offering hereunder is being made, (ii) the number of authorized but unissued
and unreserved Ordinary Shares underlying the ADSs, (iii) the number or dollar amount of Ordinary Shares and ADSs permitted
to be offered and sold by the Company under Form F-3 (including General Instruction I.B.5. of Form F-3, if and for so long as
applicable), (iv) the number or dollar amount of Ordinary Shares and ADSs authorized from time to time to be issued and sold
under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive
committee, and notified to the Sales Agent in writing, or (v) the number or dollar amount of Ordinary Shares underlying ADSs
for which the Company has filed the ATM Prospectus or other prospectus supplement specifically relating to the offering of the
Placement Shares pursuant to this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any
Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s
board of directors, a duly authorized committee thereof or a duly authorized executive committee. Notwithstanding anything to
the contrary contained herein, the parties hereto acknowledge and agree that compliance with the limitations set forth in this
Section 3(b) on the number or dollar amount of Placement Shares that may be issued and sold under this Agreement from time
to time shall be the sole responsibility of the Company, and that the Sales Agent shall have no obligation in connection with
such compliance.


 


(c)
During the term of this Agreement, neither the Sales Agent nor any of its affiliates or subsidiaries shall engage in (i) any
short sale of any security of the Company or (ii) any sale of any security of the Company that the Sales Agent does not own
or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Sales Agent.
During the term of this Agreement and notwithstanding anything to the contrary herein, the Sales Agent agrees that in no event
will the Sales Agent or its affiliates engage in any market making, bidding, stabilization or other trading activity with regard
to the Ordinary Shares or ADSs or related derivative securities if such activity would be prohibited under Regulation M or other
anti-manipulation rules under the Exchange Act.


 






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4.
Suspension of Sales.


 


(a)
The Company or the Sales Agent may, upon notice to the other party in writing (including by email correspondence to each of the
individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged
by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable
facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 2),
suspend any sale of Placement Shares for a period of time (a “Suspension Period”); provided,
however, that such suspension shall not affect or impair either party’s obligations with respect to any Placement
Shares sold hereunder prior to the receipt of such notice. Each of the parties agrees that no such notice under this Section 4
shall be effective against the other unless it is made to one of the individuals named on Schedule 2 hereto,
as such schedule may be amended from time to time. During a Suspension Period, the Company shall not issue any Placement Notices
and the Sales Agent shall not sell any Placement Shares hereunder. The party that issued a suspension notice shall notify the
other party in writing of the Trading Day on which the Suspension Period shall expire not later than twenty-four (24) hours prior
to such Trading Day.


 


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


 


4. Settlement.


 


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


 






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(b)
Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to,
electronically transfer the Placement Shares being sold by crediting the Sales Agent’s or its designee’s account (provided
the Sales Agent shall have given the Company written notice of such designee at least one
Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian
System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely
tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent will deliver the
related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company
agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement
Shares on a Settlement Date, through no fault of the Sales Agent, the Company agrees that in addition to and in no way limiting
the rights and obligations set forth in Section 9(a) (Indemnification and Contribution) hereto, the Company will (i) hold
the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate
of the Sales Agent, and each person, if any, who (A) controls the Sales Agent within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with the Sales Agent
(each, a “Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against
any loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and expenses), as incurred, arising
out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Sales
Agent any commission, discount, or other compensation to which it would otherwise have been entitled hereunder absent such default.


 


6.
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Sales Agent
that as of each Applicable Time (as defined in Section 24(a)), unless such representation, warranty or agreement specifies
a different time or times:


 


(a)
Compliance with Registration Requirements. As of each Applicable Time other than the date of this Agreement, the Registration
Statement and any Rule 462(b) Registration Statement will have been declared effective by the Commission under the Securities
Act and the Company is and continues to be eligible to use such Form F-3. The Company has complied to the Commission’s satisfaction
with all requests of the Commission for additional or supplemental information related to the Registration Statement and the Prospectus
and the ADS Registration Statement. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company,
are contemplated or threatened by the Commission. The Registration Statement and, assuming no act or omission on the part of the
Sales Agent that would make such statements untrue, the offer and sale of the Placement Shares as contemplated hereby meet the
requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. In the section entitled
“Plan of Distribution” in the ATM Prospectus, the Company has named A.G.P./Alliance Global Partners as an agent that
the Company has engaged in connection with the transactions contemplated by this Agreement. The Company was not, at the time of
the filing of the Registration Statement, and is not an “ineligible issuer” as defined in Rule 405 under the
Securities Act.


 






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(b)
No Misstatement or Omission. The Registration Statement and any post-effective amendment thereto, at the time it became
or becomes effective, complied or will comply in all material respects with the Securities Act. The Prospectus, and any amendment
or supplement thereto, on the date of such Prospectus or amendment or supplement, complied or will comply in all material respects
with the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes
effective, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its
date, did not and, as of each Point of Sale and each Settlement Date, will not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not
apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus,
or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Sales Agent
furnished to the Company in writing by the Sales Agent expressly for use therein. “Point of Sale” means,
for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to acquire
such Placement Shares.


 


(c)
Offering Materials Furnished to the Sales Agent. Copies of the Registration Statement, the Prospectus, and all amendments
or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to
the date of this Agreement, have been delivered, or are publicly available through EDGAR, to the Sales Agent. Each Prospectus
delivered to the Sales Agent for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical
to the version of such Prospectus filed with the Commission via EDGAR, except to the extent permitted by Regulation S-T.


 


(d)
Conformity with Securities Act and Exchange Act. The Registration Statement, the
Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, and the documents incorporated by reference
therein, when such documents were or are filed with the Commission under the Securities Act or the Exchange Act or became or become
effective under the Securities Act, as the case may be, conformed or will conform in all material respects with the requirements
of the Securities Act and the Exchange Act, as applicable. At each Settlement Date, the Registration Statement and the Prospectus,
as of such date, will conform in all material respects with the requirements of the Securities Act.


 


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


 


(f)
The Sales Agreement. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a
valid, legal, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights
to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and subject to
general principles of equity. The Company has full corporate power and authority to enter into this Agreement and to authorize,
issue and sell the Placement Shares as contemplated by this Agreement. This Agreement conforms in all material respects to the
descriptions thereof in the Registration Statement and the Prospectus.


 






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(g)
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 6(g). The
Company owns, directly or indirectly, all of the share capital or other equity interests of each Subsidiary free and clear of
any Liens, and all of the issued and outstanding shares of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities. Except as set forth in Schedule 6(g),
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 shares of any Subsidiary, or contracts, commitments, understandings or arrangements by which any
Subsidiary is or may become bound to issue shares. If the Company has no subsidiaries, all other references to the Subsidiaries
or any of them in this Agreement shall be disregarded.


 


(h)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing, and, if applicable under the laws of the jurisdiction in which they are formed, 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. The Company and each of the Subsidiaries has all necessary authorizations,
approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs
as of the date hereof to conduct its business purpose in all material respects as described in the Registration Statement and
the Prospectus and to own or lease its properties. 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 a Material Adverse Effect. The term “Material Adverse Effect” means an effect, change,
event or occurrence that, alone or in conjunction with any other or others: (i) has or would reasonably be expected to have a
material adverse effect on: (A) the business, general affairs, management, condition (financial or otherwise), results of operations,
shareholders’ equity, properties or prospects of the Company and the Subsidiaries, taken as a whole, or (B) the legality,
validity or enforceability of any Transaction Document, (ii) the Company’s ability to perform in any material respect on
a timely basis its obligations under any Transaction Document or (iii) would result in the Prospectus or any amendment thereto
containing a misrepresentation within the meaning of applicable securities laws; provided that a change in the
market price or trading volume of the ADSs alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect.


 


(i)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the Deposit Agreement and the
consummation of the transactions contemplated hereby or thereby, the issuance and delivery of the Ordinary Shares and the ADSs
representing such Ordinary Shares, the deposit of the Ordinary Shares with the Depositary against issuance of the ADRs evidencing
the ADSs and compliance with the terms and provisions hereof and thereof do not and will not (i) conflict with or violate any
provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, (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, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(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 this Agreement, other than: (i) the
filing with the Commission of the Prospectus, (ii) application(s) to and approvals by The Nasdaq Capital Market and the Tel Aviv
Stock Exchange for the listing of the Placement Shares for trading thereon in the time and manner required thereby, (iii) such
filings as are required to be made under applicable state securities laws and the Israeli Securities Authority and the Tel Aviv
Stock Exchange, and (iv) filings required by the Israeli Registrar of Companies and notice of the transaction contemplated hereby
to the Israel Innovation Authority of the Ministry of Economy and Industry, should Israeli Company Counsel determine such notice
is required, (collectively, the “Required Approvals”).


 






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(k)
Issuance of the Placement Shares; Registration. Upon due issuance by the Depositary of ADRs evidencing ADSs against the
deposit of Ordinary Shares in accordance with the provisions of the Deposit Agreement, such ADRs will be duly and validly issued
under the Deposit Agreement and persons in whose names such ADRs are registered will be entitled to the rights of registered holders
of ADRs evidencing the ADSs specified therein and in the Deposit Agreement. The Placement Shares are duly authorized and, when
issued and paid for in accordance with this Agreement and a Placement Notice, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens imposed by the Company. The Deposit Agreement has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and delivery by the Depositary, constitutes a valid and legally
binding obligation of the Company, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general
equity principles. The Company has reserved from its duly authorized share capital the maximum number of Ordinary Shares issuable
pursuant to this Agreement. The Company has prepared and filed, or will prepare and file, the Registration Statement in conformity
with the requirements of the Securities Act, including the Prospectus, and such amendments and supplements thereto as may have
been required to the date of this Agreement. The Company and the Depositary have prepared and filed with the Commission the ADS
Registration Statement under the Securities Act. The ADS Registration Statement is effective under the Securities Act and no stop
order preventing or suspending the effectiveness of the ADS Registration Statement or suspending or preventing its use has been
issued by the Commission and, with respect to the Registration Statement and ADS registration Statement, no proceedings for that
purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. At the time the ADS Registration
Statement and any amendments thereto became effective, and at the date of this Agreement and the date of its effectiveness, the
Registration Statement and any amendments thereto conformed and/or will conform in all material respects to the requirements of
the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments
or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and as of the date of this Agreement,
conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The Company is a “foreign private issuer”
as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act. The Company is eligible
to use Form F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value
of securities being sold pursuant to this offering and during the twelve calendar (12) months prior to this offering, as set forth
in General Instruction I.B.5 of Form F-3. The agreements and documents described in the Registration Statement and ADS Registration
Statement conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there
are no agreements or other documents required by the Securities Act and the regulations thereunder to be described in the Registration
Statement and ADS Registration Statement or to be filed with the Commission as exhibits to the Registration Statement and ADS
Registration Statement or to be incorporated by reference in the Registration Statement and ADS Registration Statement, that have
not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described)
to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference
in the Registration Statement and ADS Registration Statement or (ii) is material to the Company’s business, has been duly
authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against
the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally,
(y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws,
and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments
has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default
thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice,
or both, would constitute a default thereunder except for a default or event which would not reasonably be expected to result
in a Material Adverse Effect). To the Company’s knowledge, performance by the Company of the material provisions of such
agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or
businesses, including, without limitation, those relating to environmental laws and regulations.


 






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(l)
Capitalization. The equity capitalization of the Company is as set forth on Schedule 6(l). Except as set forth
on Schedule 6(l), and except for the 5,300,000 ADSs issued in April 2020, 9,033,334 ADSs issued in May 2020, 6,400,000
ADSs issued in June 2020, 4,371,131 ADS issued pursuant to the October 2020 Sales Agreement, 6,265,063 ADSs issued in December
2020 and 1,025,479 Ordinary shares issued to employees and consultants, the Company has not issued any shares since its most
recently filed Form 20-F. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by this Agreement. Except as set forth on Schedule 6(l), 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 ADSs, Ordinary Shares, or contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents. The issuance and sale
of the Placement Shares will not obligate the Company to issue ADSs or Ordinary Shares or other securities to any Person and will
not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any
of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary
is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation
rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of the
Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and
state securities laws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities. Except for the Required Approvals, no further approval or authorization
of any shareholder, the Board of Directors or others is required for the issuance and sale of the Placement Shares or the issuance
of ordinary shares upon conversion of ADSs or the deposit of the Ordinary Shares being deposited with the Depositary against issuance
of ADRs evidencing the ADSs, except such as have been obtained or made and such as may be required under state securities laws.
There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share
capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.


 


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


 






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(n)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements
included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof and
set forth in Schedule 6(n) hereto, (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) neither the Company nor any Subsidiary has 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 generally accepted
accounting principles or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting,
(iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased,
redeemed or made any agreements to purchase or redeem any shares and (v) the Company has not issued any equity securities to any
officer, director or Affiliate, except pursuant to existing Company shares option plans. The Company does not have pending before
the Commission any request for confidential treatment of information. Except for the issuance of the Placement Shares contemplated
by this Agreement or as set forth on Schedule 6(i), 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 1 Trading Day prior to the date that this representation is made.


 


(o)
Litigation. Except as set forth on Schedule 6(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 court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or
challenges the legality, validity or enforceability of any of this Agreement or the Placement Shares or (ii) could, if there were
an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule
6(o), 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 federal or state securities laws or a claim of breach of fiduciary duty,
which could result in a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending
or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the
Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 






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(p)
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 U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, 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 foreign, federal, state and local laws relating
to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,
except in each case of (i), (ii) and (iii) as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(r)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, 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.


 


(s)
Title to Assets. 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 Israeli, federal, state or other taxes, for which appropriate reserves have been made therefor
in accordance with generally accepted accounting principles 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 under valid, subsisting
and enforceable leases with which the Company and the Subsidiaries are in compliance in all material respects.


 






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(t)
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 necessary or required for use in connection with their respective businesses as described in
the SEC 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 except as would not reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements
included within the SEC Reports, a written notice of a claim or otherwise has any knowledge 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, 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, except where failure to do
so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None
of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained
or is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of
its subsidiaries in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps
in accordance with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation,
the execution of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated
by this Agreement will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require
the consent of, any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the
Intellectual Property Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge
of the Company and its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim
or proceeding involving a violation of any term of any employment contract, invention disclosure agreement, patent disclosure
agreement, noncompetition agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a
former employer, where the basis of such violation relates to such employee’s employment with the Company or its subsidiaries
or actions undertaken by the employee while employed with the Company or its Subsidiaries.


 






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(u)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are 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. Such renewal may result in a
significant increase in cost.


 


(v)
Transactions With Affiliates and Employees. Except as set forth on Schedule 6(v), none of the officers or directors
of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary
is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise
requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which
any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member
or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including shares option agreements
under any share option plan of the Company.


 


(w)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries and their respective officers and directors
are in material compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of
the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective
as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company
and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required
to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of
the period covered by the most recently filed Form 20-F under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed Form 20-F under the Exchange Act the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act)
that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of
the Company and its Subsidiaries.


 






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(x)
Certain Fees. Except as set forth in the Prospectus, 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 this Agreement.


 


(y)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Placement
Shares, 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 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.


 


(z)
Registration Rights. No Person has any right to cause the Company to effect the registration under the Securities Act of
any securities of the Company or any Subsidiary.


 


(aa)
Listing and Maintenance Requirements. The ADSs are registered pursuant to Section 12(b) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
ADSs under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such
registration. Except as set forth in the last sentence of this Section 6(aa), the Company has not, in the 12 months preceding
the date hereof, received notice from any Trading Market on which the ADSs or Ordinary Shares are or have been listed or quoted
to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company
is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing
and maintenance requirements other than bid price requirement described below. The ADSs are currently eligible for electronic
transfer through The Depository Trust Company or another established clearing corporation and the Company is current in payment
of the fees to The Depository Trust Company (or such other established clearing corporation) in connection with such electronic
transfer.


 


(bb)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar
charter documents) or the laws of its state of incorporation that is or could become applicable to a purchaser of Placement Shares
as a result of such purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement, including
without limitation as a result


 






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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 Placement Shares 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 6(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 by the Company in excess
of $50,000 (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 to third parties, 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 $50,000 due under leases required to be capitalized in accordance with GAAP. 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 United States federal, state and
local income and all foreign 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.


 


(ee)
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, (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 law, or (iv) violated in any material
respect any provision of FCPA.


 


(ff)
Accountants. The Company’s independent registered public accounting firm is Brightman Almagor Zohar & Co., a
Firm in the Deloitte Global Network (the “Auditors”). To the knowledge and belief of the Company, such
accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion
with respect to the financial statements to be included in the Company’s Annual Report on Form 20-F for the fiscal year
ended December 31, 2019.


 






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(gg)
Acknowledgment Regarding Underwriter’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding, and unless otherwise prohibited by any applicable law or regulation, it is understood and acknowledged by the
Company that: (i) the Sales Agent has been asked by the Company to agree, nor has the Sales Agent 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, (ii) past or future open market or other transactions by the Sales Agent, specifically including, without limitation,
Short Sales or “derivative” transactions, before or after the termination of this offering or future private placement
transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) the Sales Agent,
and counter-parties in “derivative” transactions to which any the Sales Agent is a party, directly or indirectly,
presently may have a “short” position in the Ordinary Shares and/or ADSs, and (iv) the Sales Agent 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) the Sales Agent may, if permissible by relevant rules, engage in hedging
activities at various times during the period that the ADSs and Shares are outstanding, and (z) such hedging activities (if any)
could reduce the value of the existing shareholders; 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
this Agreement.


 


(hh)
Regulation M Compliance. Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without
the consent of the Sales Agent) has taken, directly or indirectly, any action designed to or that has constituted or that might
reasonably be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale of the Placement Shares.


 


(ii)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, 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”) and the Company will
not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.


 


(jj)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation
within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the
Sales Agent’s request.


 


(kk)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding
Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal
Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates
owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities
or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the
Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management
or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 






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(ll)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the
knowledge of the Company or any Subsidiary, threatened.


 


(mm)
XBRL. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as
an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared
in accordance with the Commission’s rules and guidelines applicable thereto.


 


(nn)
PFIC Status. The Company does not believe it is a Passive Foreign Investment Company (“PFIC”)
within the meaning of Section 1296 of the United States Internal Revenue Code of 1986, as amended, and does not believe it is
likely to become a PFIC.


 


(oo)
Stamp or Other Tax. No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or
other taxes are payable by or on behalf of the Placements Agents to Israel or any political subdivision or taxing authority thereof
or therein in connection with the sale and delivery by the Company of any Placement Shares.


 


(pp)
Environmental Laws. The handling, use, treatment, disposal, discharge, emission, contamination, release or other activity
involving any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic
substances, chemicals or materials (“Hazardous Substances”) by, due to, on behalf of, or caused by the
Company or any Subsidiary (or, to the Company’s knowledge, any other entity for whose acts or omissions the Company is or
may be liable) upon any property now or previously owned, operated, used or leased by the Company or any Subsidiary, or upon any
other property, which would be a violation of or give rise to any liability under any applicable law, rule, regulation, order,
judgment, decree or permit, common law provision or other legally binding standard relating to pollution or protection of human
health and the environment (“Environmental Law”), except for violations and liabilities which, individually
or in the aggregate, would not have a Material Adverse Effect. There has been no disposal, discharge, emission contamination or
other release of any kind at, onto or from any such property or into the environment surrounding any such property of any Hazardous
Substances with respect to which the Company or any Subsidiary has knowledge, except as would not, individually or in the aggregate,
have a Material Adverse Effect. There is no pending or, to the best of the Company’s knowledge, threatened administrative,
regulatory or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental
Law against the Company or any Subsidiary, except as would not, individually or in the aggregate, have a Material Adverse Effect.
No property of the Company or any Subsidiary is subject to any Lien under any Environmental Law. Except as disclosed in the Prospectus,
neither the Company nor any Subsidiary is subject to any order, decree, agreement or other individualized legal requirement related
to any Environmental Law, which, in any case (individually or in the aggregate), would have a Material Adverse Effect. The Company
and each Subsidiary has all permits, authorizations and approvals required under any applicable Environmental Laws and are each
in compliance with their requirements. In the ordinary course of its business, the Company periodically reviews the effect of
Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies
and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required
for clean-up, closure or remediation of properties or compliance with Environmental Laws, or any permit, license or approval,
any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review,
the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have
a Material Adverse Effect.


 






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(qq)
Regulatory. Except as described in the Registration Statement and the Prospectus, as applicable, the Company and its Subsidiaries
(i) are and at all times have been in material compliance with all statutes, rules and regulations applicable to its business
(collectively, the “Applicable Laws”); (ii) have not received any notice from any court or arbitrator
or governmental or regulatory authority or third party alleging or asserting noncompliance with any Applicable Laws or any licenses,
exemptions, certificates, approvals, clearances, authorizations, permits, registrations and supplements or amendments thereto
required by any such Applicable Laws (“Authorizations”); (iii) possess all material Authorizations and
such Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations; (iv)
have not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation arbitration or other
action from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation
or activity is in violation of any Applicable Laws or Authorizations nor is any such claim, action, suit, proceeding, hearing,
enforcement, investigation, arbitration or other action threatened; (v) have not received any written notice that any court or
arbitrator or governmental or regulatory authority has taken, is taking or intends to take, action to limit, suspend, materially
modify or revoke any Authorizations nor is any such limitation, suspension, modification or revocation threatened; (vi) have filed,
obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms,
notices, applications, records, claims, submissions and supplements or amendments were complete and accurate on the date filed
(or were corrected or supplemented by a subsequent submission); and (vii) are not a party to any corporate integrity agreements,
monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory
authority.


 


(rr)
Confidentiality. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject
to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer
that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or
be expected to result in a Material Adverse Effect on the Company or its subsidiaries.


 


(ss)
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would cause this offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require
the registration of any such securities under the Securities Act.


 






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(tt)
Relationship with the Sales Agent. Except as disclosed in the Registration Statement and the Prospectus, the Company (i) does
not have any material lending or other relationship with any bank or lending affiliate of the Sales Agent and (ii) does
not intend to use any of the proceeds from the sale of any Placement Shares hereunder to repay any outstanding debt owed to any
affiliate of the Sales Agent.


 


(uu)
FINRA Matters. Except as described in the Registration Statement and the Prospectus, there are no claims, payments, arrangements,
agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any
Insider with respect to the sale of the Placement Shares hereunder or any other arrangements, agreements or understandings of
the Company with respect to the sale of the Placement Shares hereunder or, to the Company’s knowledge, any of its shareholders
that may affect the Sales Agent’s compensation, as determined by FINRA. Except as described in the Registration Statement
and the Prospectus or the amount of fees to FINRA members with respect to this Agreement, the Company has not made any direct
or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise,
in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital
to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association
with any FINRA member, within the six (6) months prior to the date of this Agreement, other than the payment to the Underwriters
as provided hereunder in connection with the sale of the Placement Shares. None of the net proceeds of the sale of the Placement
Shares will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.
Except as disclosed in their FINRA confirmations, there is no (i) officer or director of the Company, or, to the Company’s
knowledge, (ii) beneficial owner of 5% or more of any class of the Company’s securities or (iii) beneficial owner of the Company’s
unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration
Statement that is an affiliate or associated person of a FINRA member participating in the sale of the Placement Shares (as determined
in accordance with the rules and regulations of FINRA). All information provided by the Company in its FINRA questionnaire to
Representative Counsel specifically for use by Representative Counsel in connection with its Public Offering System filings (and
related disclosure) with FINRA is true, correct and complete in all material respects. Neither the Company nor any of its related
entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions
of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated
with a member” or “associated person of a member” (within the meaning of Article I of the NASD Manual administered
by FINRA). As of the date hereof, the Company is an “Experienced Issuer” as such term is defined under FINRA Rule
5110.


 






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


 


(a)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating
to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where
such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), (i) the Company will
notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents
incorporated by reference or any amendment to the Registration Statement, has been filed with the Commission and/or has become
effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment
or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and
file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration
Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with
the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent
to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s
right to rely on the representations and warranties made by the Company in this Agreement, and provided, further,
that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales
under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement
to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares
or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable
period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that
the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder,
or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and
provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to
obtain such consent shall be to cease making sales under this Agreement); (iv) the Company will furnish to the Sales Agent
at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration
Statement or Prospectus, except for those documents available via EDGAR; and (v) the Company will cause each amendment or
supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant
to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities
Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange
Act, within the time period prescribed.


 


(b)
Notice of Commission Stop Orders. The Company will advise the Sales Agent, promptly after it receives notice or obtains
knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or any notice objecting to, or other order preventing or suspending the use of, the Prospectus, of the suspension of the qualification
of the Placement Shares for offering or sale in any jurisdiction, or of the initiation of any proceeding for any such purpose
or any examination pursuant to Section 8(e) of the Securities Act, or if the Company becomes the subject of a proceeding
under Section 8A of the Securities Act in connection with the offering of the Placement Shares; and it will promptly use
its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order
should be issued. Until such time as any stop order is lifted, the Sales Agent shall cease making offers and sales under this
Agreement.


 






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(c)
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is
required to be delivered by the Sales Agent under the Securities Act with respect to a pending sale of the Placement Shares (including
in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act),
the Company will comply with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file
on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by
the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange
Act. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration
Statement or Prospectus to comply with the Securities Act, the Company will promptly notify the Sales Agent to suspend the offering
of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus
(at the expense of the Company) so as to correct such statement or omission or effect such compliance; provided, however,
that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests
of the Company to do so.


 


(d)
Listing of Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required to
be delivered by the Sales Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in
circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the
Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on the Exchange and to qualify
the Placement Shares for sale under the securities laws of such jurisdictions as the Sales Agent reasonably designates and to
continue such qualifications in effect so long as required for the distribution of the Placement Shares; provided, however,
that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities or
file a general consent to service of process in any jurisdiction. The Company will reserve out of authorized but unissued Ordinary
Shares and keep available at all times, free of pre-emptive rights, the appropriate number of Ordinary Shares and ADSs that may
be issued and sold hereunder.


 


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


 






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(f)
Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any
event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement of the Company
(which need not be audited) covering a 12-month period that complies with Section 11(a) and Rule 158 of the Securities
Act. The terms “earnings statement” and “make generally available to its security holders” shall have
the meanings set forth in Rule 158 under the Securities Act.


 


(g)
Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated
in accordance with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance
of its obligations hereunder, including, but not limited to, expenses relating to (i) the preparation, printing and filing
of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement
thereto, (ii) the preparation, issuance and delivery of the Placement Shares, including any shares or other transfer taxes
and any stamp or other duties payable upon the sale, issuance or delivery of the Placement Shares to the Sales Agent, (iii) the
fees and disbursements of the counsel, accountants and other advisors to the Company in connection with the transactions contemplated
by this Agreement; (iv) the qualification of the Placement Shares under securities laws in accordance with the provisions
of Section 7(d) of this Agreement, including filing fees (provided, however, that any fees or disbursements
of counsel for the Sales Agent in connection therewith shall be paid by the Sales Agent except as set forth in (ix) below), (v) the
printing and delivery to the Sales Agent of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement,
(vi) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on
the Exchange, (vii) the fees and expenses of the transfer agent or registrar for the Ordinary Shares and Custodian and Depositary
for the ADSs; (viii) filing fees and expenses, if any, of the Commission and the FINRA Corporate Financing Department (provided,
however, that any fees or disbursements of counsel for the Sales Agent in connection therewith shall be paid by the Sales
Agent except as set forth in (ix) below) and (ix) the Company shall reimburse the Sales Agent for its reasonable and documented
out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of counsel to the Sales Agent)
in an amount not to exceed $30,000 and up to an additional $10,000 per fiscal year for ongoing maintenance (paid as up to $2,500
each fiscal quarter).


 


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


 






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(i)
Notice of Other Sales. The Company (I) shall provide the Sales Agent notice as promptly as reasonably possible before it
offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any Ordinary Shares or ADSs (other
than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for
Ordinary Shares or ADSs, or warrants or any rights to purchase or acquire Ordinary Shares or ADSs, during the period beginning
on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales
Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect
to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior
to the sale of all Placement Shares covered by a Placement Notice, the fifth (5th) Trading Day immediately following
the date of such suspension or termination), and (II) will not directly or indirectly in any other “at-the-market”
or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary
Shares or ADSs (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable
for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the termination of
this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be
required in connection with the Company’s issuance or sale of (i) Ordinary Shares or ADSs, options to purchase Ordinary
Shares or ADSs, other equity awards or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards, pursuant
to any employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan of the Company whether
now in effect or hereafter implemented, (ii) Ordinary Shares or ADSs issuable upon exchange, conversion or redemption of securities
or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available
on EDGAR or otherwise in writing (including by email correspondence) to the Sales Agent, (iii) Ordinary Shares or ADSs issuable
pursuant to an equity line transaction (provided that notice to the Sales Agent pursuant to Section 7(h)(I) shall still apply
for any such equity line transaction) and (iv) Ordinary Shares or ADSs or securities convertible into or exchangeable for Ordinary
Shares or ADSs as consideration for mergers, acquisitions, sale or purchase of assets or other business combinations or strategic
alliances occurring after the date of this Agreement which are not issued for capital raising purposes. Notwithstanding the foregoing,
the Company shall provide the Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity
and/or other securities (including debt securities) in one or more transactions.


 


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


 


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


 


(l)
Required Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act
shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule
424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus
supplement will set forth, within the relevant period, the amount of Placement Shares sold through the Agent, the Net Proceeds
to the Company and the compensation payable by the Company to the Agent with respect to such Placement Shares, and (ii) deliver
such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be
required by the rules or regulations of such exchange or market. To the extent practicable, the Company shall afford the Sales
Agent and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Sales Agent and its counsel
on the form and substance of, and shall give due consideration to all such comments from the Sales Agent or its counsel on, any
such filing prior to the issuance, filing or public disclosure thereof.


 






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(m)
Representation Dates; Certificate. On the date of this Agreement and within five (5) Trading Days of each time the
Company:


 


	 	(i)	files
    the Prospectus Supplement relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating
    solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating
    to the Placement Shares by means of a post-effective amendment, sticker, or supplement or Form F-3 filed pursuant to Rule
    415(a)(6) but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating
    to the Placement Shares;


 


	 	(ii)	files
    an Annual Report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or
    a material amendment to the previously filed Form 20-F); or


 


	 	(iii)	files
    a Form 6-K under the Exchange Act containing financial information that is incorporated by reference into the Registration
    Statement and the Prospectus (each date of filing of one or more of the documents referred to in clauses (i) through
    (iii) shall be a “Representation Date”);


 


the
Company shall furnish the Agent (but in the case of clause (iii) above only if the Agent reasonably determines that the information
contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(M) (the “Representation
Date Certificate”); provided, however, if no Placement Notice is pending at such Representation Date, then before
the Company delivers a Placement Notice or an Agent sells any Placement Shares, the Company shall provide the Agent with a Representation
Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring
at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company
delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next
occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company
files its Annual Report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares
following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date
Certificate, then before the Company delivers the Placement Notice or an Agent sells any Placement Shares, the Company shall provide
the Agent with a Representation Date Certificate, dated the date of the Placement Notice.


 






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(n)
Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished
to the Sales Agent (i) the written opinion and negative assurance of Sullivan & Worcester LLP, with offices located at 1633
Broadway Street, New York, New York 10019, U.S. counsel to the Company, as counsel to the Company, or other counsel reasonably
satisfactory to the Sales Agent (“SEC Counsel”), and (ii) Lipa Meir & Co., with offices located
at Beit Amot Hashkaot, 2 Weizman, Tel Aviv-Yafo, Israel, Israeli counsel to the Company (“Israeli Counsel”
and together with SEC Counsel, “Company Counsel”), in each case substantially in the forms previously
agreed between the Company and the Sales Agent. Thereafter, within five (5) Trading Days after each Representation Date with respect
to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable
pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to
the Sales Agent the written opinion and negative assurance of each Company Counsel substantially in the forms previously agreed
between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as
then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales
Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between
the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales
Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative
assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel
delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except
that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus
as amended or supplemented to the date of such Reliance Letter).


 


(o)
Comfort Letter. On or prior to the date the first Placement Notice is given hereunder and within five (5) Trading Days
after each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate pursuant
to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), other than a Representation
Date under Section 7(m)(iii) , the Company shall cause its Auditor to furnish the Sales Agent letters (the
“Comfort Letters”), dated the date that the Comfort Letter is delivered, in form and substance satisfactory
to the Sales Agent, (i) confirming that they are an independent registered public accounting firm within the meaning
of the Securities Act, the Exchange Act and the rules and regulations of the PCAOB and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of
such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered
by accountants’ “comfort letters” to the Sales Agent in connection with registered public offerings
(the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter
with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as
necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.


 


(p)
CFO Certification. On or prior to the date the first Placement Notice is given hereunder and within five (5) Trading Days
after each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to
Section 7(m) for which no waiver is applicable pursuant to Section 7(m), the Company shall furnish the Sales Agent with certificates,
signed on behalf of the Company by its Chief Financial Officer (each, a “CFO Certificate”), dated the
date that the CFO Certificate is delivered, in form and substance satisfactory to the Sales Agent and its counsel, certifying
as to such financial and statistical information, forward-looking statements and other matters as the Sales Agent may reasonably
request.


 






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(q)
Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in,
or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the ADSs or (ii) sell, bid for, or purchase shares of Ordinary Shares
or ADSs in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than
the Sales Agent.


 


(r)
Insurance. The Company shall maintain insurance in such amounts and covering such risks as is reasonable and customary
for the business in which it is engaged.


 


(s)
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that it is not
and, after giving effect to the offering and sale of the Placement Shares and the application of proceeds therefrom as described
in the Prospectus, will not be, an “investment company” within the meaning of such term under the Investment Company
Act.


 


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


 


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


 


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


 


(w)
Depositary. The Company shall maintain, at its sole expense, a depositary for the ADS.


 


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


 


(a)
Registration Statement Effective. The Registration Statement shall be effective and shall be available for the sale of
all Placement Shares contemplated to be issued by any Placement Notice, which have not yet been issued and sold pursuant to such
Registration Statement.


 






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(b)
Securities Act Filings Made. The Company shall have filed with the Commission the ATM Prospectus pursuant to Rule 424(b)
under the Securities Act not later than the Commission’s close of business on the second Business Day following the date
of this Agreement. All other filings with the Commission required by Rule 424(b) or Rule 433 under the Securities Act
to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period
prescribed for such filing by Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act) or Rule 433,
as applicable.


 


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


 


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


 


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


 






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


 


(g)
Legal Opinions. The Sales Agent shall have received the opinion and negative assurance of each Company Counsel required
to be delivered pursuant Section 7(n) on or before the date on which such delivery of such opinion and negative assurance
is required pursuant to Section 7(n).


 


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


 


(i)
CFO Certificate. The Sales Agent shall have received the CFO Certificate required to be delivered pursuant to Section
7(p) on or before the date on which delivery of such CFO Certificate is required pursuant to Section 7(p).


 


(j)
Officer’s Certificate. On or prior to the date the first Placement Notice is given hereunder, the Sales Agent shall
have received a certificate, signed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, certifying
as to (i) the articles of association (or similar charter documents) of the Company (as the same may be amended or restated
from time to time), (ii) the Bylaws of the Company (or similar charter documents) (as the same may be amended or restated
from time to time), (iii) the resolutions of the Board of Directors of the Company (or a committee thereof) authorizing the
execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of
the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement.


 


(k)
No Suspension. Trading in the Ordinary Shares or ADSs shall not have been suspended on the Exchange and the ADSs shall
not have been delisted from the Exchange.


 


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


 


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


 


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


 






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9.
Indemnification and Contribution.


 


(a)
Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members,
partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate,
if any, from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and
all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement
(in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any
indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred,
to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages
arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto or in any Issuer Free Writing
Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished
by or on behalf of the Company filed in any jurisdiction in order to qualify the Ordinary Shares or ADSs under the securities
laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material
fact required to be stated in it or necessary to make the statements in it (in the case
of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (z) any
breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this
Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability,
expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue
statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and
furnished to the Company by the Sales Agent, its legal counsel, expressly for inclusion in any document as described in clause (x)
of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise
have.


 


(b)
The Sales Agent Indemnification. The Sales Agent agrees to indemnify and hold harmless the Company and its directors and
each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled
by or is under common control with the Company (each, a “Company Affiliate”) from and against any and
all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal
and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c))
of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified
party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any such Company Affiliate, may
become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly,
on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the
Prospectus or any amendment or supplement thereto, or (y) the omission or alleged omission to state in any such document
a material fact required to be stated in it or necessary to make the statements in it (in
the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading;
provided, however, that this indemnity agreement shall apply only to the extent that such loss, claim, liability,
expense or damage is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written
information relating to the Sales Agent and furnished to the Company by the Sales Agent, or its legal counsel, expressly for inclusion
in any document as described in clause (x) of this Section 9(b).


 






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


 






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


 






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10.
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9
of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto
shall survive for a period of six (6) years from the date on which this Agreement is terminated pursuant to Section 11, as of
their respective dates, regardless of (i) any investigation made by or on behalf of the Sales Agent, any controlling person
of the Sales Agent, or the Company (or any of their respective officers, directors, members or controlling persons), (ii) delivery
and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 


11.
Termination.


 


(a)
The Sales Agent shall have the right by giving notice as hereinafter specified at any time to terminate this Agreement if (i) any
Material Adverse Effect, or any development that could reasonably be expected to result in a Material Adverse Effect has occurred
that, in the reasonable judgment of the Sales Agent, may materially impair the ability of the Sales Agent to sell the Placement
Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed
hereunder; provided, however, in the case of any failure of the Company to deliver (or cause another person to deliver)
any certification, opinion, or letter required under Sections 7(m), 7(n), 7(o) or 7(p), the Sales
Agent’s right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more
than thirty (30) days from the date such delivery was required, (iii) any other condition of the Sales Agent’s obligations
hereunder is not fulfilled, or (iv) any suspension or limitation of trading in the Placement Shares or in securities generally
on the Exchange shall have occurred (including automatic halt in trading pursuant to market-decline triggers, other than those
in which solely program trading is temporarily halted), or a major disruption of securities settlements or clearing services in
the United States shall have occurred, or minimum prices for trading have been fixed on the Exchange.


 


(b)
The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified in Section 12, to
terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without
liability of any party to any other party except that the provisions of Section 7(g), Section 9, Section 10,
Section 11(f), Section 16, Section 17 and Section 18 hereof shall remain in full force
and effect notwithstanding such termination.


 






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(c)
The Sales Agent shall have the right, by giving ten (10) days’ notice as hereinafter specified in Section 12,
to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be
without liability of any party to any other party except that the provisions of Section 7(g), Section 9,
Section 10, Section 11(f), Section 16, Section 17 and Section 18 hereof
shall remain in full force and effect notwithstanding such termination. If the Sales Agent elects to terminate this Agreement
as provided in this Section 11(c), the Sales Agent shall provide the required notice as specified in Section 12
(Notices).


 


(d)
Unless earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the expiration
of the Registration Statement on the third (3rd) anniversary of the initial effective date of the Registration Statement
pursuant to Rule 415(a)(5) under the Securities Act; provided that the provisions of Section 7(g), Section 9,
Section 10, Section 11(f), Section 16, Section 17 and Section 18 hereof
shall remain in full force and effect notwithstanding such termination.


 


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


 


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


 


12.
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Sales Agent, shall be delivered
to:


 


A.G.P./Alliance
Global Partners


590
Madison Avenue


New
York, New York 10022


Attention:
Tom Higgins


Email:
atm@allianceg.com


 


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


 


Gracin
& Marlow, LLP


405 Lexington Avenue, 26th Floor


New York, New York 10174


Facsimile: (212) 208-4657


Attention: Leslie Marlow, Esq. or Patrick Egan, Esq. 


 E-mail: lmarlow@gracinmarlow.com or pegan@gracinmarlow.com


 






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and
if to the Company, shall be delivered to:


 


Foresight
Autonomous Holdings Ltd.


3
Golda Meir


Ness
Ziona 7414001 Israel


Attention:
Eli Yoresh, Chief Financial Officer


E-mail:
eli@foresightauto.com


 


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


 


Sullivan & Worcester LLP


1633 Broadway


New York, New York 10019


Attention: Oded Har-Even, Esq.


Facsimile:
(212) 660-3001


E-mail:
ohareven@sullivanlaw.com 



 


Each
party may change such address for notices by sending to the other party to this Agreement written notice of a new address for
such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable
facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such
day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a
nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified
or registered mail, return receipt requested, postage prepaid).


 


An
electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 12
if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed
received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party (other than pursuant
to auto-reply). Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic
form (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt
of the written request for Nonelectronic Notice.


 


13.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Sales Agent
and their respective successors and permitted assigns and, as to Sections 5(b) and 9, the other indemnified
parties specified therein. References to any of the parties contained in this Agreement shall be deemed to include the successors
and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any other person
any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party;
provided, however, that the Sales Agent may assign its rights and obligations hereunder to an affiliate of the Sales
Agent without obtaining the Company’s consent.


 






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


 


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


 


16.
Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to
the non-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 with any transaction contemplated hereby, and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) 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 manner permitted by law.


 


17.
Jurisdiction; Service of Process. The Sales Agent and the Company agree that any
suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted
in any federal or New York State court located in the City and County of New York (a “New York Court”), and
waive any objection which they may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submit
to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company hereby irrevocably designates
and appoints Sullivan & Worcester LLP (the “Process Agent”) as its authorized agent upon whom process may
be served in any claim brought against the Company, it being understood that the designation and appointment of the Process Agent
as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company
represents to each Underwriter that it has notified the Process Agent of such designation and appointment and that the Process
Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The
Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed
by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the
Company in any such claim. Nothing herein shall affect the right of each Underwriter, its partners, directors, officers and members,
any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
or any “affiliate” (within the meaning of Rule 405 under the Securities Act) of such Underwriter, or the successors
and assigns of all of the foregoing persons, to serve process in any other manner permitted by law. The provisions of this Section
16 shall survive any termination of this Agreement, in whole or in part.


 






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18.
Waiver of Jury Trial. The Company and the Sales Agent each hereby irrevocably waives any right it may have to a trial
by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.


 


20.
19. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)
the Sales Agent is acting solely as agent in connection with the sale of the Placement Shares contemplated by this Agreement and
the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective
affiliates, shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Sales
Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether the Sales Agent has advised or is advising the Company on other matters, and the Sales Agent has no obligation to the
Company with respect to the transactions contemplated by this Agreement, except the obligations expressly set forth in this Agreement;


 


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


 


(c)
the Sales Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated
by this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate;


 


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


 


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


 


21.
Use of Information. The Sales Agent may not provide any information gained in connection with this Agreement and the transactions
contemplated by this Agreement, including due diligence, to any third party other than its legal counsel advising it on this Agreement
unless expressly approved by the Company in writing.


 


22.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other
may be made by facsimile transmission.


 






    37


     


    

 


23.
Effect of Headings; Knowledge of the Company. The section and Exhibit headings herein are for convenience only and shall
not affect the construction hereof. All references in this Agreement to the “knowledge of the Company” or the “Company’s
knowledge” or similar qualifiers shall mean the actual knowledge of the directors and officers of the Company, after due
inquiry.


 


24.
Certain Definitions. As used in this Agreement, the following term has the meaning set forth below:


 


(a)
“Applicable Time” means the date of this Agreement, each Representation Date, each date on which a Placement
Notice is given, each Point of Sale, and each Settlement Date.


 


(b)
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday
in the United States, a legal holiday in the State of Israel or any day on which banking institutions in the State of New York
or in the State of Israel are authorized or required by law or other governmental action to close; provided, however, that, for
calculating Business Days with respect to any action to be taken by the Company hereunder, Friday after 1:00 p.m. (Tel Aviv time)
shall not be considered a Business Day.


 


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


 


(d)
“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.


 


(e)
“Trading Day” means a day on which the Nasdaq Stock Market is open for trading.


 


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


 


[Remainder
of Page Intentionally Blank]


 






    38


     


    

 


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


 


	 	Very
    truly yours,
	 	 	 
	 	FORESIGHT
    AUTONOMOUS HOLDINGS LTD.
	 	 
	 	By:	/s/ Haim Siboni
	 	 	Name:  	Haim
Siboni
	 	 	Title:	Chief Executive Officer 
	 	 	 
	 	ACCEPTED
    as of the date first-above written:
	 	 	 
	 	A.G.P./ALLIANCE
    GLOBAL PARTNERS
	 	 	 
	 	By:	/s/ Thomas Higgins
	 	 	Name:
    	Thomas
    Higgins
	 	 	Title:	Managing
    Director



 


[Signature
Page]


 


Foresight
Autonomous Holdings Ltd.—Sales Agreement


 






     


     


    

 


SCHEDULE 1


 





 



 


Form
of Placement Notice


 





 



 


		From:	Foresight
Autonomous Holdings Ltd.
	 	 	 
		To:	A.G.P./Alliance
Global Partners Attention: [●]
	 	 	 
		Subject:      	Placement
Notice
	 	 	 
		Date:	[●],
202[●]



 


Ladies
and Gentlemen:


 


Pursuant
to the terms and subject to the conditions contained in the Sales Agreement (the “Sales Agreement”)
between Foresight Autonomous Holdings Ltd., a company organized under the laws of Israel (the “Company”),
and A.G.P./Alliance Global Partners (the “Sales Agent”), dated January [__], 2021, the Company hereby
requests that the Sales Agent sell up to [____] American Depositary Shares (“ADSs”), each representing
five (5) ordinary shares of the Company, no par value (the “Placement Shares”), at a minimum market
price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time] [and with no more
than [●] Placement Shares sold in any one Trading Day].


 


[The
Company may include such other sale parameters as it deems appropriate.]


 


Capitalized
terms used and not defined herein shall have the respective meanings assigned to them in the Sales Agreement.


 






     


     


    

 


SCHEDULE 2


 


Notice
Parties


 


 


 


Foresight
Autonomous Holdings Ltd.


 


Eliyahu
Yoresh (eli@foresightauto.com)


 


The
Sales Agent


 


Thomas
Higgins (thiggins@allianceg.com)


 


With
copies to:


 


atm@allianceg.com





 






     


     


    

 


SCHEDULE 3


 


Compensation


 


The
Company shall pay to the Sales Agent in cash, upon each sale of Placement Shares through the Sales Agent pursuant to this Agreement,
an amount equal to 3.0% of the aggregate gross proceeds from each sale of Placement Shares.*


 





 



*
The foregoing rate of compensation shall not apply when the Sales Agent purchases Placement Shares on a principal basis, in which
case the Company may sell the Placement Shares to the Sales Agent as principal at a price to be mutually agreed upon by the Company
and the Sales Agent at the relevant Point of Sale pursuant to the applicable Placement Notice (it being hereby acknowledged and
agreed that the Sales Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to the Sales
Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in a Placement Notice).


 






     


     


    

 


Exhibit
7(m)


 


REPRESENTATION
DATE CERTIFICATE


 


The
undersigned, the duly qualified and appointed _____________________ of Foresight Autonomous Holdings Ltd., a company organized
under the laws of Israel (the “Company”), does hereby certify in such capacity and on behalf of the
Company, pursuant to Section 7(m) of the Sales Agreement, dated January [__], 2021 (the “Sales Agreement”),
between the Company and A.G.P./Alliance Global Partners, that:


 


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


 


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


 


	 	(iii)	as
    of the date hereof, (i) the Registration Statement does 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 not misleading, (ii) the
    Prospectus does 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 light of the circumstances under which they were made, not
    misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Registration
    Statement or the Prospectus in order to make the statements therein not untrue or misleading for clauses (i) and (ii)
    above, respectively, to be true and correct;


 


	 	(iv)	there
    has been no Material Adverse Effect since the date as of which information is given in the Prospectus, as amended or supplemented;


 


	 	(v)	the
    Company does not currently possess any material non-public information; and


 


	 	(vi)	the
    aggregate offering price of the Placement Shares that may be issued and sold pursuant to the Sales Agreement and the maximum
    number or amount of Placement Shares that may be sold pursuant to the Sales Agreement have been duly authorized by the Company’s
    board of directors or a duly authorized committee thereof.


 






     


     


    

 


Terms
used herein and not defined herein have the meanings ascribed to them in the Sales Agreement.


 


	Dated: ____________	By:	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title:	 



 






     


     


    

 


DISCLOSURE
SCHEDULE


 


This
Disclosure Schedule is delivered by Foresight Autonomous Holdings Ltd., a company organized under the laws of Israel (the “Company”),
concurrently with the execution of the Sales Agreement, dated as of January 22, 2021 (the “Agreement”), by
and between the Company and A.G.P./Alliance Global Partners. Unless the context otherwise requires, all capitalized terms used
herein have the meanings assigned to them in the Agreement. This Disclosure Schedule is arranged in separate schedules corresponding
to the sections and subsections contained in the Agreement, and the information disclosed in any section or subsection shall be
deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding section or subsection
in the Agreement. The information contained herein is disclosed solely for the purposes of the Agreement, and no information contained
herein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including without limitation,
any violation of law or breach of any contract.


 


Schedule
6(g) – List of all subsidiaries of the Company


 


Foresight
Automotive Ltd. – 100%


 


Eye-Net
Mobile Ltd. -100%


 


Eye-Net
Mobile Ltd. has an option plan in place.


 


Schedule
6(l) – Capitalization of the Company 


 


See
attached Exhibit A.


 


Foresight
Autonomous Holdings Ltd.


Jan-21


 


	Shareholders	 	Description	 	Issued and outstanding share capital	 	 	Current holdings	 	 	Series C Options (1)	 	 	Series D Options (2)	 	 	Share capital on as diluted basis	 	 	Fully diluted Ownership	 
	Magna BSP	 		 	 	35,884,116	 	 	 	11.46	%	 	 	 	 	 	 	6,113,000	 	 	 	41,997,116	 	 	 	12.31	%
	Public	 		 	 	277,213,605	 	 	 	88.54	%	 	 	2,221,667	 	 	 	 	 	 	 	279,435,272	 	 	 	81.94	%
	ESOP - Management	 		 	 	 	 	 	 	0.00	%	 	 	 	 	 	 	10,575,000	 	 	 	10,575,000	 	 	 	3.10	%
	ESOP - Employees	 		 	 	 	 	 	 	0.00	%	 	 	 	 	 	 	9,020,001	 	 	 	9,020,001	 	 	 	2.64	%
	Total	 		 	 	313,097,721	 	 	 	100	%	 	 	2,221,667	 	 	 	25,708,001	 	 	 	341,027,389	 	 	 	100	%







 






     


     


    

 


Schedule
6(n) – Material Changes; Undisclosed Events, Liabilities or Developments


 


On
April 9, 2020, the Company received a written notice from the Nasdaq Stock Market LLC indicating that the Company was not in compliance
with Nasdaq Listing Rule 5550(a)(2), as the Company’s closing bid price for its American Depositary Shares was below $1.00
per share for the last 30 consecutive business days.


 


On
June 19, 2020, Nasdaq provided confirmation to the Company that for 10 consecutive business days, from June 5, 2020 to June 18,
2020, the closing bid price of the Company’s ADSs had been at $1.00 per share or greater. Accordingly, the Company regained
compliance with Listing Rule 5550(a)(2) and the matter closed.


 


Schedule
6(o) – Litigation


 


Roth
Capital Partners LLC (“Roth”) has claimed that the Company is required to pay Roth a fee of 7% for any investment
made by an investor (the “Investor”) that participated in the Company’s Registered Direct Offerings pursuant
to Securities Purchase Agreements dated as of April 28, 2020, May 19, 2020 and June 9, 2020, respectively.


 


Schedule
6(v) – Transactions with Affiliates and Employees


 


Magna
B.S.P, a significant shareholder of the Company, which is controlled by our CEO, Mr. Haim Siboni, is engaged with the Company
to render monthly R&D services in the amount of up to 235,000 NIS (approx. 68,000$)


 


Schedule
6(cc) – Solvency


 


Total
lease liability (according to GAAP) as of September 30, 2020 – $1,139,136