Exhibit 10.1 


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of March [__], 2021, between Anchiano Therapeutics
Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature
pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS,
on December 14, 2020, the Company, CMB Acquisition Ltd, an Israeli private company and wholly owned subsidiary of the Company
(“Merger Sub”), and Chemomab Ltd., an Israeli private company (“Chemomab”), entered into
that certain Agreement and Plan of Merger (as amended, modified, supplemented or waived from time to time in accordance with its
terms, the “Merger Agreement”), pursuant to which, inter alia, Merger Sub will be merged with and into
Chemomab, with Chemomab surviving as a wholly owned subsidiary of the Company (the “Business Combination”),
on the terms and subject to the conditions set forth therein (the Business Combination, together with the other transactions contemplated
by the Merger Agreement (excluding this financing), the “Transactions”); and


 


WHEREAS,
subject to and immediately following the completion of the Transaction, each Purchaser desires to subscribe for and purchase such
number of ADSs (as defined herein) for a purchase price equal to the Purchase Price (as defined herein) for the aggregate purchase
price set forth on Purchaser’s signature page hereto, and the Company desires to issue and sell to Purchaser such number
of ADSs in consideration for the payment of the Purchase Price therefor by or on behalf of Purchaser to the Company, all on the
terms and conditions set forth herein; and


 


WHEREAS,
in connection with the issuance of such number of ADSs to the Purchasers, subject to and contingent upon the Closing, the Company
shall additionally issue to each Purchaser (i) one Discount Warrant, and (ii) one Anti-Dilution Warrant (as defined below), (affording
each such Purchaser with anti-dilution rights due to any exercise (if at all) of the Chemomab Warrants, as defined below) each
as defined herein and substantially in accordance with the terms set forth herein and in the forms of such warrants, attached
hereto as Exhibit C and Exhibit D, respectively; and


 


WHEREAS,
in connection with Merger Agreement, the Company will issue to Chemomab’s shareholders certain indemnification warrants
in the form attached hereto as Exhibit B (the “Chemomab Warrants”), entitling them to purchase additional
ADSs in the event of occurrence of a Triggering Event (as such term defined in the Chemomab Warrants); and


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 promulgated thereunder, or, in the alternative, Regulation
S promulgated under the Securities Act, at and subject to the Closing, the Company desires to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, desires to purchase from the Company, such Securities of the Company as more fully
described in this Agreement.


 


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


 


Definitions.


 


		1.	Definitions.
                                         In addition to the terms defined elsewhere in this Agreement, for all purposes of this
                                         Agreement, the following terms have the meanings set forth in this Section ‎1:



 






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“Action”
shall have the meaning ascribed to such term in Section ‎5.j.


 


“ADS(s)”
means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing five (5) Ordinary
Shares subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions
of the ADSs or Ordinary Shares (including, change of ratio of ADS(s) to ordinary shares) that occur after the date of this Agreement.


 


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


 


“Anti-Dilution
Warrant” means a warrant to purchase such number of up to the Holder's Pro Rata Share (as such term defined thereto),
substantially in accordance with the terms set forth in the form Anti-Dilution Warrant attached hereto as Exhibit D. 


 


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


 


“Business
Day” means any day other than a Friday, Saturday or other day on which banks in Tel Aviv, Israel are authorized or obligated
by Law to be closed.


  


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section ‎2.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto and simultaneously with the closing of the Transactions under the Merger Agreement, and all conditions precedent
to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the
Securities, in each case, have been satisfied or waived.


 


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


 


“Deposit
Agreement” means the Deposit Agreement dated as of February 14, 2019, among the Company, The Bank of New York Mellon
as Depositary and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented.


 


“Depositary”
means The Bank of New York Mellon, as Depositary under the Deposit Agreement.


 


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


 


“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time)
and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following
the date hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time)
on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof.


 






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“Discount
Warrants” means a warrant to purchase ADSs representing 10% of the number of ADSs such Purchaser has purchased
pursuant to the Purchase Price, and as delivered to such Purchaser at the Closing in accordance with Section ‎3.a.iii hereof,
which warrant shall be exercisable for a period of five years from the Closing and shall have an exercise price of $1.08443 (subject
to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the
ADSs or Ordinary Shares (including, change of ratio of ADS(s) to ordinary shares) that occur after the date of this Agreement),
and substantially in accordance with the terms set forth in the form attached hereto as Exhibit C.


 


“Effective
Date” means the earliest of the date that (a) the initial Registration Statement has been declared effective by the
Commission, (b) all of the Shares and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without
the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume
or manner-of-sale restrictions, (c) the one year anniversary of the Closing Date provided that a holder of the Shares and Warrant
Shares is not an Affiliate of the Company or (d) all of the Shares and Warrant Shares may be sold pursuant to an exemption from
registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has
delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares and
Warrant Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section ‎5.l.


 


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


 


"Filing
Date" shall have the meaning ascribed to such term in Section ‎18.a.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP”
shall have the meaning ascribed to such term in Section ‎5.h.


  


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section ‎5.k.


  


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


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section ‎5.b.


 


“Ordinary
Share(s)” means the ordinary shares of the Company, no par value, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


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


 


“Purchase
Price” equals to $1.08443 per ADS, subject to adjustment for reverse and forward share splits, share dividends,
share combinations and other similar transactions of the ADSs or Ordinary Shares (including, change of ratio of ADS(s) to
ordinary shares) that occur after the date of this Agreement.


 






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


  


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


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section ‎13.


 


“Registration
Rights” shall have the meaning ascribed to such term in Section ‎18.


 


“Registration
Statement” means a registration statement on Form S-1 (or F-1, if applicable), or on Form S-3 (or F-3, if applicable),
if eligible, meeting the requirements set forth in the Registration Rights and covering the resale of the Shares and the Warrant
Shares by each Purchaser as provided for in the Registration Rights.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section ‎6.e.


 


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


 


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


“SEC
Reports” shall have the meaning ascribed to such term in Section ‎6.h.


 


“Securities”
means the ADS(s), the Warrants, and the Warrant Shares.


 


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


 


“Selling
Shareholder Questionnaire” means the selling shareholder questionnaire in the form of Exhibit A attached
hereto.


 


“Shares”
means the Ordinary Shares, as represented by ADSs, issued pursuant to the Deposit Agreement, each ADS representing five (5) Ordinary
Shares, issued and issuable to each Purchaser pursuant to this Agreement; subject to adjustment for reverse and forward share
splits, share dividends, share combinations and other similar transactions of the ADSs or Ordinary Shares (including, change of
ratio of ADS(s) to ordinary shares) that occur after the date of this Agreement.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Transfer
Agent” means Computershare Inc., the current transfer agent of the Company and any successor transfer agent of the Company.


 


“Warrants”
means, collectively, Anti-Dilution Warrants and Discount Warrants.


 


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


 


Purchase
and Sale.


 


		2.	Closing.
                                         On the Closing Date, upon the terms and subject to the conditions set forth herein, the
                                         Company agrees to sell, and the Purchasers, severally and not jointly, agree to invest
                                         up to an aggregate of $50,000,000 (including the proceeds of the related Discount Warrants)
                                         in exchange for the issuance of such number of ADSs pursuant to the terms set forth herein.
                                         Each Purchaser shall deliver to the Company, via wire transfer or a certified check,
                                         immediately available funds equal to such Purchaser’s Subscription Amount as set
                                         forth on the signature page hereto executed by such Purchaser, and the Company shall
                                         deliver to each Purchaser its respective ADS(s)and Warrants, as determined pursuant
                                         to Section ‎3.a, and the Company and each Purchaser shall deliver the other items
                                         set forth in Section ‎3 deliverable at the Closing. Upon satisfaction of the covenants
                                         and conditions set forth in Sections ‎3 and ‎4, the Closing shall occur at
                                         the offices of Company Counsel or such other location as the parties shall mutually agree.



 


		3.	Deliveries.



 


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



 


		i.	this
                                         Agreement duly executed by the Company;



 


		ii.	a
                                         copy of the delivery order to the Depositary instructing the Depositary to deliver uncertificated
                                         Shares, in book-entry form, equal to such Purchaser’s Subscription Amount divided
                                         by the Purchase Price, registered in the name of such Purchaser and evidence of the book-entry
                                         from the Depositary for such Purchaser’s Shares;



 






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		iii.	an
                                         Anti-Dilution Warrant registered in the name of such Purchaser, each to purchase up to
                                         a number of ADSs set forth in the Anti-Dilution Warrant;



 


		iv.	a Discount
                                         Warrant registered in the name of such Purchaser;



 


		v.	a legal
                                         opinion of each of Company U.S counsel and Israeli Company counsel in the forms reasonably
                                         acceptable to the Placement Agent and the Purchasers; and



 


		vi.	the
                                         Company’s wiring instructions, as set forth in Exhibit E.



 


The Company
shall provide a written notice at least five (5) Business Days prior to the date that the Company reasonably expects all conditions
to the closing of the Transactions to be satisfied.


 


		b.	On
                                         or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to
                                         the Company, as applicable, the following:



 


		i.	this
                                         Agreement duly executed by such Purchaser;



 


		ii.	such
                                         Purchaser’s Subscription Amount by wire transfer to the account specified in writing
                                         by the Company; and



 


		iii.	such
                                         Purchaser’s completed and duly executed Selling Shareholder Questionnaire.



 


		4.	Closing
                                         Conditions.



 


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



 


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



 


		ii.	The
                                         Business Combination set forth in the Merger Agreement shall have been or will be consummated
                                         concurrently with the Closing;



 


		iii.	All
                                         obligations, covenants and agreements of each Purchaser required to be performed at or
                                         prior to the Closing Date shall have been performed; and



 


		iv.	The
                                         delivery by each Purchaser of the items set forth in Section ‎3.b of this Agreement.



 


		b.	The
                                         respective obligations of the Purchasers hereunder in connection with the Closing are
                                         subject to the following conditions being met:



 


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



 






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		ii.	The
                                         Business Combination set forth in the Merger Agreement shall have been or will be consummated
                                         concurrently with the Closing;



 


		iii.	All
                                         obligations, covenants and agreements of the Company required to be performed at or prior
                                         to the Closing Date shall have been performed;



 


		iv.	The
                                         delivery by the Company of the items set forth in Section ‎3.a of this Agreement;



 


		v.	There
                                         shall have been no Material Adverse Effect with respect to the Company since the date
                                         hereof; and



 


		vi.	From
                                         the date hereof to the Closing Date, trading in the ADSs or in the Ordinary Shares shall
                                         not have been suspended by the Commission or any Trading Market.



 


Representations
and Warranties. 


 


		5.	Representations
                                         and Warranties of the Company. Except as set forth in the Disclosure Schedules, which
                                         Disclosure Schedules shall be deemed a part hereof and shall qualify any representation
                                         or otherwise made herein to the extent of the disclosure contained in the corresponding
                                         section of the Disclosure Schedules, the Company hereby makes the following representations
                                         and warranties to each Purchaser:



 


		a.	Subsidiaries.
                                         All of the direct and indirect subsidiaries of the Company are set forth on Schedule
                                         3.1(a). The Company owns, directly or indirectly, all of the capital stock or other
                                         equity interests of each Subsidiary free and clear of any Liens, and all of the issued
                                         and outstanding shares of capital stock of each Subsidiary are validly issued and are
                                         fully paid, non-assessable and free of preemptive and similar rights to subscribe for
                                         or purchase securities. If the Company has no subsidiaries, all other references to the
                                         Subsidiaries or any of them in the Transaction Documents shall be disregarded.



 


		b.	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. Neither
                                         the Company nor any Subsidiary is in violation nor default of any of the provisions of
                                         its respective certificate or articles of incorporation, bylaws or other organizational
                                         or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct
                                         business and is in good standing as a foreign corporation or other entity in each jurisdiction
                                         in which the nature of the business conducted or property owned by it makes such qualification
                                         necessary, except where the failure to be so qualified or in good standing, as the case
                                         may be, could not have or reasonably be expected to result in: (i) a material adverse
                                         effect on the legality, validity or enforceability of any Transaction Document, (ii)
                                         a material adverse effect on the results of operations, assets, business, prospects or
                                         condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
                                         or (iii) a material adverse effect on the Company’s ability to perform in any material
                                         respect on a timely
basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”)
and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification.



 






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



 


		d.	No
                                         Conflicts. The execution, delivery and performance by the Company of this Agreement
                                         and the other Transaction Documents to which it is a party, the issuance and sale of
                                         the Securities and the consummation by it of the transactions contemplated hereby and
                                         thereby do not and will not (i) conflict with or violate any provision of the Company’s
                                         or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
                                         or charter documents, or (ii) conflict with, or constitute a default (or an event that
                                         with notice or lapse of time or both would become a default) under, result in the creation
                                         of any Lien upon any of the properties or assets of the Company or any Subsidiary, or
                                         give to others any rights of termination, amendment, anti-dilution or similar adjustments,
                                         acceleration or cancellation (with or without notice, lapse of time or both) of, any
                                         agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
                                         debt or otherwise) or other understanding to which the Company or any Subsidiary is a
                                         party or by which any property or asset of the Company or any Subsidiary is bound or
                                         affected, or (iii) subject to the Required Approvals, conflict with or result in a violation
                                         of any law, 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.



 


		e.	Filings,
                                         Consents and Approvals. Except as set forth on Schedule 3.1(e), the Company
                                         is not required to obtain any consent, waiver, authorization or order of, give any notice
                                         to, or make any filing or registration with, any court or other federal, state, local
                                         or other governmental authority or other Person in connection with the execution, delivery
                                         and performance by the Company of the Transaction Documents, other than: (i) the filings
                                         required pursuant to Section ‎11 of this Agreement, (ii) the filing with the Commission
                                         pursuant to the Registration Rights, (iii) the notice and/or application(s) to each applicable
                                         Trading Market for the issuance and sale of the Securities and the listing of the Shares
                                         and Warrant Shares for trading thereon in the time and manner required thereby, (iv)
                                         the filing of Form D with the Commission and such filings as are required to be made
                                         under applicable state securities laws and (v) such filings are required to be made under
                                         the Israeli Securities Authority, which shall be made no later than the Closing Date
                                         (collectively, the “Required Approvals”).



 






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		f.	Issuance
                                         of the Securities. The Securities are duly authorized and, when issued and paid for
                                         in accordance with the applicable Transaction Documents, will be duly and validly issued,
                                         fully paid and nonassessable, free and clear of all Liens imposed by the Company other
                                         than restrictions on transfer provided for in the Transaction Documents. The Warrant
                                         Shares, when issued in accordance with the terms of the Transaction Documents, will be
                                         validly issued, fully paid and nonassessable, free and clear of all Liens imposed by
                                         the Company other than restrictions on transfer provided for in the Transaction Documents.
                                         The Company has reserved from its duly authorized capital stock the maximum number of
                                         Ordinary Shares represented by the ADSs issuable pursuant to this Agreement and the Warrants.



 


		g.	Capitalization.
                                         The capitalization of the Company as of the date of this Agreement is as set forth on
                                         Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares
                                         owned beneficially, and of record, by Affiliates of the Company as of the date hereof.
                                         The Company has not issued any capital stock since its most recently filed periodic report
                                         under the Exchange Act, other than pursuant to the exercise of employee share options
                                         and restricted share units under the Company’s incentive plans, the issuance of
                                         Ordinary Shares, Ordinary Share Equivalents or ADSs pursuant to the Merger Agreement
                                         and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding.
                                         No Person has any right of first refusal, preemptive right, right of participation, or
                                         any similar right to participate in the transactions contemplated by the Transaction
                                         Documents. Except as set forth on Schedule 3.1(g), as of the date of this Agreement,
                                         and as a result of the purchase and sale of the Securities, there are no outstanding
                                         options, warrants, scrip rights to subscribe to, calls or commitments of any character
                                         whatsoever relating to, or securities, rights or obligations convertible into or exercisable
                                         or exchangeable for, or giving any Person any right to subscribe for or acquire, any
                                         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 Securities will not
                                         obligate the Company to issue ADSs or Ordinary Shares or other securities to any Person
                                         (other than the Purchasers) 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 stock appreciation rights or “phantom stock” plans or agreements or any
                                         similar plan or agreement. All of the outstanding shares of capital stock of the Company
                                         are duly authorized, validly issued, fully paid and nonassessable, have been issued in
                                         compliance with all federal and state securities laws 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 Securities. There are no shareholders agreements, voting
                                         agreements or other similar agreements with respect to the Company’s capital stock
                                         to which the Company is a party or, to the knowledge of the Company, between or among
                                         any of the Company’s shareholders.



 






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		h.	SEC
                                         Reports; Financial Statements. Except as set forth on Schedule 3.1(h),
                                         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, (the foregoing materials, including the exhibits thereto
                                         and documents incorporated by reference therein, being collectively referred to herein
                                         as the “SEC Reports”) on a timely basis or has received a valid extension
                                         of such time of filing and has filed any such SEC Reports prior to the expiration of
                                         any such extension. As of their respective dates, the SEC Reports complied in all material
                                         respects with the requirements of the Securities Act and the Exchange Act, as applicable,
                                         and none of the SEC Reports, when filed, contained any untrue statement of a material
                                         fact or omitted to state a material fact required to be stated therein or necessary in
                                         order to make the statements therein, in the light of the circumstances under which they
                                         were made, not misleading. The Company has never been an issuer subject to Rule 144(i)
                                         under the Securities Act. The financial statements of the Company included in the SEC
                                         Reports comply in all material respects with applicable accounting requirements and the
                                         rules and regulations of the Commission with respect thereto as in effect at the time
                                         of filing. Such financial statements have been prepared in accordance with generally
                                         accepted accounting principles and practices in effect from time to time within the United
                                         States applied consistently throughout the period involved (“GAAP”),
                                         except as may be otherwise specified in such financial statements or the notes thereto
                                         and except that unaudited financial statements may not contain all footnotes required
                                         by GAAP, and fairly present in all material respects the financial position of the Company
                                         and its consolidated Subsidiaries as of and for the dates thereof and the results of
                                         operations and cash flows for the periods then ended, subject, in the case of unaudited
                                         statements, to normal, immaterial, year-end audit adjustments.



 


		i.	Material
                                         Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest
                                         audited financial statements included within the SEC Reports, except as set forth on Schedule
                                         3.1(i), (i) there has been no event, occurrence or development that has had or that
                                         could reasonably be expected to result in a Material Adverse Effect, (ii) the Company
                                         has not incurred any liabilities (contingent or otherwise) other than (A) trade payables
                                         and accrued expenses incurred in the ordinary course of business consistent with past
                                         practice and (B) liabilities not required to be reflected in the Company’s financial
                                         statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the
                                         Company has not altered its method of accounting, (iv) the Company has not declared or
                                         made any dividend or distribution of cash or other property to its shareholders or purchased,
                                         redeemed or made any agreements to purchase or redeem any shares of its capital stock
                                         and (v) the Company has not issued any equity securities to any officer, director or
                                         Affiliate, except pursuant to existing Company stock option plans. The Company does not
                                         have pending before the Commission any request for confidential treatment of information.
                                         Except for the issuance of the Securities contemplated by this Agreement or as set forth
                                         on Schedule 3.1(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 one (1) Trading Day prior
                                         to the date that this representation is made.



 






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		j.	Litigation.
                                         Except as set forth on Schedule 3.1(j), 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”). None of the Actions set forth on Schedule 3.1(j),
                                         (i) adversely affects or challenges the legality, validity or enforceability of any of
                                         the Transaction Documents or the Securities or (ii) could, if there were an unfavorable
                                         decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
                                         the Company nor any Subsidiary, nor any director or officer thereof, is or has been the
                                         subject of any Action involving a claim of violation of or liability under federal or
                                         state securities laws or a claim of breach of fiduciary duty. 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.



 


		k.	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.



 


		l.	Sarbanes-Oxley;
                                         Internal Accounting Controls. The Company and the Subsidiaries are in material compliance
                                         with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective
                                         as of the date hereof, and any and all applicable rules and regulations promulgated by
                                         the Commission thereunder that are effective as of the date hereof and as of the Closing
                                         Date. The Company and the Subsidiaries maintain a system of internal accounting controls
                                         sufficient to provide reasonable assurance that: (i) transactions are executed in accordance
                                         with management’s general or specific authorizations, (ii) transactions are recorded
                                         as necessary to permit preparation of financial statements in conformity with GAAP 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 10-K under the Exchange Act (such date, the “Evaluation
                                         Date”). The Company presented in its most recently filed Form 10-K 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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		m.	Certain
                                         Fees. Except as set forth on Schedule 3.1(s), no brokerage or finder’s
                                         fees or commissions are or will be payable by the Company or any Subsidiaries to any
                                         broker, financial advisor or consultant, finder, placement agent, investment banker,
                                         bank or other Person with respect to the transactions contemplated by the Transaction
                                         Documents. Other than for Persons engaged by any Purchaser, if any, the Purchasers shall
                                         have no obligation with respect to any fees or with respect to any claims made by or
                                         on behalf of other Persons for fees of a type contemplated in this Section that may be
                                         due in connection with the transactions contemplated by the Transaction Documents.



 


		n.	Private
                                         Placement. Assuming the accuracy of the Purchasers’ representations and warranties
                                         set forth in Section ‎6, no registration under the Securities Act is required for
                                         the offer and sale of the Securities by the Company to the Purchasers as contemplated
                                         hereby. The issuance and sale of the Securities hereunder does not contravene the rules
                                         and regulations of the Trading Market.



 


		o.	Registration
                                         Rights. Other than as described in as described in the SEC Reports and the Registration
                                         Rights of the Purchasers hereunder, 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.



    


		p.	No
                                         Integrated Offering. Assuming the accuracy of the Purchasers’ representations
                                         and warranties set forth in Section ‎6, 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 of the Securities to be integrated with prior offerings
                                         by the Company for purposes of (i) the Securities Act which would require the registration
                                         of any such securities under the Securities Act, or (ii) any applicable shareholder approval
                                         provisions of any Trading Market on which any of the securities of the Company are listed
                                         or designated.



  


		q.	No
                                         General Solicitation. Neither the Company nor any Person acting on behalf of the
                                         Company has offered or sold any of the Securities by any form of general solicitation
                                         or general advertising. The Company has offered the Securities for sale only to the Purchasers
                                         who are “accredited investors” within the meaning of Rule 501 under the Securities
                                         Act .



 






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		r.	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 or any
                                         other applicable anti-bribery or anti-corruption law, regulation or rule.



 


		s.	Regulation
                                         M Compliance.  The Company has not, and to its knowledge no one acting on its
                                         behalf has, (i) taken, directly or indirectly, any action designed to cause or to result
                                         in the stabilization or manipulation of the price of any security of the Company to facilitate
                                         the sale or resale of any of the ADSs or Ordinary Shares, (ii) sold, bid for, purchased,
                                         or, paid any compensation for soliciting purchases of, any of the ADSs or Shares, or
                                         (iii) paid or agreed to pay to any Person any compensation for soliciting another to
                                         purchase any other securities of the Company.



 


		t.	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”) or to any
                                         other sanctions administered by the United Nations, the European Union, Her Majesty’s
                                         Treasury or any other applicable sanctions authority.



 


		u.	The
                                         Company acknowledges and agrees that Oppenheimer & Co. Inc. (the “Placement
                                         Agent”) is entitled to rely on the agreements, representations and warranties
                                         of the Company contained in this Agreement. Prior to the Closing, the Company agrees
                                         to promptly notify the Placement Agents if any of the agreements, representations and
                                         warranties of the Company are no longer accurate in all material respects.



 


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



 






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		6.	Representations
                                         and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser,
                                         hereby represents and warrants as of the date hereof and as of the Closing Date to the
                                         Company as follows (unless as of a specific date therein, in which case they shall be
                                         accurate as of such date):



 


		a.	Organization;
                                         Authority. Such Purchaser is either an individual or an entity duly incorporated
                                         or formed, validly existing and in good standing under the laws of the jurisdiction of
                                         its incorporation or formation with full right, corporate, partnership, limited liability
                                         company or similar power and authority to enter into and to consummate the transactions
                                         contemplated by the Transaction Documents and otherwise to carry out its obligations
                                         hereunder and thereunder. The execution and delivery of the Transaction Documents and
                                         performance by such Purchaser of the transactions contemplated by the Transaction Documents
                                         have been duly authorized by all necessary corporate, partnership, limited liability
                                         company or similar action, as applicable, on the part of such Purchaser. Each Transaction
                                         Document to which it is a party has been duly executed by such Purchaser, and when delivered
                                         by such Purchaser in accordance with the terms hereof, will constitute the valid and
                                         legally binding obligation of such Purchaser, enforceable against it in accordance with
                                         its terms, except (i) as limited by general equitable principles and applicable bankruptcy,
                                         insolvency, reorganization, moratorium and other laws of general application affecting
                                         enforcement of creditors’ rights generally, (ii) as limited by laws relating to
                                         the availability of specific performance, injunctive relief or other equitable remedies
                                         and (iii) insofar as indemnification and contribution provisions may be limited by applicable
                                         law.



 


		b.	Own
                                         Account. Such Purchaser understands that the Securities are “restricted securities”
                                         and have not been registered under the Securities Act or any applicable state securities
                                         law and is acquiring the Securities as principal for its own account and not with a view
                                         to or for distributing or reselling such Securities or any part thereof in violation
                                         of the Securities Act or any applicable state securities law, has no present intention
                                         of distributing any of such Securities in violation of the Securities Act or any applicable
                                         state securities law and has no direct or indirect arrangement or understandings with
                                         any other persons to distribute or regarding the distribution of such Securities in violation
                                         of the Securities Act or any applicable state securities law (this representation and
                                         warranty not limiting such Purchaser’s right to sell the Securities pursuant to
                                         the Registration Statement or otherwise in compliance with applicable federal and state
                                         securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary
                                         course of its business.



 


		c.	Purchaser
                                         Status. At the time such Purchaser was offered the Securities, it was, and as of
                                         the date hereof it is, and on each date on which it exercises any Warrants it will be
                                         an “accredited investor” as defined in Rule 501(a) under the Securities Act,
                                         a summary of which is attached hereto as Exhibit E. At the time such Purchaser
                                         was offered the Securities, it was not, and as of the date hereof it is not, and on each
                                         date on which it exercises any Warrants, it will not be an Enemy of Israel (as such term
                                         is defined under the Israeli Trading with the Enemy Ordinance of 1939) nor acting on
                                         behalf of or for the benefit of such.



 


		d.	Experience
                                         of Such Purchaser. Such Purchaser, either alone or together with its representatives,
                                         has such knowledge, sophistication and experience in business and financial matters so
                                         as to be capable of evaluating the merits and risks of the prospective investment in
                                         the Securities, and has so evaluated the merits and risks of such investment. Such
Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete
loss of such investment.



 






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



 


		f.	Access
                                         to Information. Such Purchaser acknowledges that it has had the opportunity to review
                                         the Transaction Documents (including all exhibits and schedules thereto) and the SEC
                                         Reports and has been afforded (i) the opportunity to ask such questions as it has deemed
                                         necessary of, and to receive answers from, representatives of the Company concerning
                                         the terms and conditions of the offering of the Securities and the merits and risks of
                                         investing in the Securities; (ii) access to information about the Company and its financial
                                         condition, results of operations, business, properties, management and prospects sufficient
                                         to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
                                         information that the Company possesses or can acquire without unreasonable effort or
                                         expense that is necessary to make an informed investment decision with respect to the
                                         investment.  Such Purchaser acknowledges and agrees that neither the Company nor
                                         any Affiliate of the Company has provided such Purchaser with any information (other
                                         than such information required under Rule 502(b)(2) under the Securities Act)or advice
                                         with respect to the Securities nor is such information or advice necessary or desired.



 


		g.	No
                                         Voting Agreements. The Purchaser is not a party to any agreement or arrangement,
                                         whether written or oral, between the Purchaser and any other Purchaser and any of the
                                         Company’s shareholders as of the date hereof or a corporation in which the Company’s
                                         shareholders are an Interested Party (as defined in the Israeli Companies Law) as of
                                         the date hereof, regulating the management of the Company, the shareholders’ rights
                                         in the Company, the transfer of shares in the Company, including any voting agreements,
                                         shareholder agreements or any other similar agreement even if its title is different
                                         or has any other relations or agreements with any of the Company’s shareholders,
                                         directors or officers.



 


		h.	No
                                         Governmental Review. Such Purchaser understands that no Israeli or United States
                                         federal or state agency or any other government or governmental agency has passed on
                                         or made any recommendation or endorsement of the Securities or the fairness or suitability
                                         of the investment in the Securities nor have such authorities passed upon or endorsed
                                         the merits of the offering of the Securities



 


		i.	Brokers.
                                         Except as set forth on Schedule 3.2(i), no agent, broker, investment banker,
                                         person or firm acting in a similar capacity on behalf of or under the authority of the
                                         Purchaser is or will be entitled to any broker’s or finder’s fee or any other
                                         commission or similar fee, directly or indirectly, for which the Company or any of its
                                         Affiliates after the Closing could have any liabilities in connection with this Agreement,
                                         any of the transactions contemplated by this Agreement, or on account of any action taken
                                         by the Purchaser in connection with the transactions contemplated by this Agreement.



 


		j.	Independent
                                         Advice. Each Purchaser understands that nothing in this Agreement or any other materials
                                         presented by or on behalf of the Company to the Purchaser in connection with the purchase
                                         of the Securities constitutes legal, tax or investment advice



 






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



 


The Company
acknowledges and agrees that the representations contained in this Section ‎6 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt,
nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing
shares in order to effect Short Sales or similar transactions in the future.


 


Other Agreement of the
Parties.


 


		7.	Transfer
                                         Restrictions.



 


		a.	The
                                         Securities may only be disposed of in compliance with state and federal securities laws.
                                         In connection with any transfer of Securities other than pursuant to an effective registration
                                         statement, including the Registration Statement, or Rule 144, to the Company or to an
                                         Affiliate of a Purchaser or in connection with a pledge as contemplated in Section ‎7‎b‎b,
                                         the Company may require the transferor thereof to provide to the Company an opinion of
                                         counsel selected by the transferor and reasonably acceptable to the Company, the form
                                         and substance of which opinion shall be reasonably satisfactory to the Company, to the
                                         effect that such transfer does not require registration of such transferred Securities
                                         under the Securities Act. As a condition of transfer, any such transferee shall agree
                                         in writing to be bound by the terms of this Agreement and the Registration Rights and
                                         shall have the rights and obligations of a Purchaser under this Agreement and the Registration
                                         Rights.



 


		b.	The
                                         Purchasers agree to the imprinting, so long as is required by this Section‎7, of
                                         a legend on any of the Securities in the following form:



 






    16


     


    

 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


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


 


		c.	Shares
                                         and Warrant Shares shall not contain any legend (including the legend set forth in Section
                                         ‎7‎b hereof) while a registration statement (including the Registration Statement)
                                         covering the resale of such security is effective under the Securities Act. The Company
                                         shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser
                                         promptly after the Effective Date if required by the Transfer Agent to effect the removal
                                         of the legend hereunder, or if requested by a Purchaser. If all or any portion of Warrant
                                         is exercised at a time when there is an effective registration statement (including the
                                         Registration Statement) to cover the resale of the Warrant Shares, then such Shares and
                                         Warrant Shares shall be issued free of all legends.



 


		d.	Each
                                         Purchaser, severally and not jointly with the other Purchasers, agrees with the Company
                                         that such Purchaser will sell any Securities pursuant to either the registration requirements
                                         of the Securities Act, including any applicable prospectus delivery requirements, or
                                         an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement,
                                         they will be sold in compliance with the plan of distribution set forth therein, and
                                         acknowledges that the removal of the restrictive legend the applicable Securities as
                                         set forth in this Section ‎7 is predicated upon the Company’s reliance upon
                                         this understanding.



 






    17


     


    

 


		8.	Furnishing
                                         of Information; Public Information. Until the earlier of the time that (i) no Purchaser
                                         owns Securities or (ii) the Warrants have expired, the Company covenants to maintain
                                         the registration of the ADSs under Section 12(b) or 12(g) of the Exchange Act and to
                                         timely file (or obtain extensions in respect thereof and file within the applicable grace
                                         period) all reports required to be filed by the Company after the date hereof pursuant
                                         to the Exchange Act even if the Company is not then subject to the reporting requirements
                                         of the Exchange Act (including satisfying all current public information requirement
                                         under Rule 144(c)).



 


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



 


		10.	Exercise
                                         Procedures. Each of the form of Notice of Exercise included in the Warrants set forth
                                         the totality of the procedures required of the Purchasers in order to exercise the Warrants.
                                         Without limiting the preceding sentences, no ink-original Notice of Exercise shall be
                                         required, nor shall any medallion guarantee (or other type of guarantee or notarization)
                                         of any Notice of Exercise form be required in order to exercise the Warrants. No additional
                                         legal opinion, other information or instructions shall be required of the Purchasers
                                         to exercise their Warrants. The Company shall honor exercises of the Warrants and shall
                                         deliver or cause to be delivered Warrant Shares in accordance with the terms, conditions
                                         and time periods set forth in the Transaction Documents.



 


		11.	Securities
                                         Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a
                                         press release disclosing the material terms of the transactions contemplated hereby,
                                         and (b) file an Immediate Report on Form 8-K, including the Transaction Documents as
                                         exhibits thereto, with the Commission within the time required by the Exchange Act. From
                                         and after the issuance of such press release, the Company represents to the Purchasers
                                         that it shall have publicly disclosed all material, non-public information delivered
                                         to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective
                                         officers, directors, employees or agents in connection with the transactions contemplated
                                         by the Transaction Documents. In addition, effective upon the issuance of such press
                                         release, the Company acknowledges and agrees that any and all confidentiality or similar
                                         obligations under any agreement, whether written or oral, between the Company, any of
                                         its Subsidiaries or any of their respective officers, directors, agents, employees or
                                         Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the
                                         other hand, shall terminate. The Company and each Purchaser shall consult with each other
                                         in issuing any other press releases with respect to the transactions contemplated hereby,
                                         and neither the Company nor any Purchaser shall issue any such press release nor otherwise
                                         make any such public statement without the prior consent of the Company, with respect
                                         to any press release of any Purchaser, or without the prior consent of each Purchaser,
                                         with respect to any press release of the Company, which consent shall not unreasonably
                                         be withheld or delayed, except if such disclosure is required by law, in which case the
                                         disclosing party shall promptly provide the other party with prior notice of such public
                                         statement or communication. Notwithstanding the foregoing, the Company shall not be required
                                         to obtain the approval of any Purchaser for any press releases not associated with the
                                         transactions contemplated hereby. Notwithstanding the foregoing, the Company shall not
                                         publicly disclose the name of any Purchaser, or include the name of any Purchaser in
                                         any filing with the Commission or any regulatory agency or Trading Market, without the
                                         prior written consent of such Purchaser, except (a) as required by federal securities
                                         law in connection with (i) any Registration Statement contemplated by the Registration
                                         Rights and (ii) the filing of final Transaction Documents
with the Commission, (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company
shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and (c) the listing of Purchaser’s
name in the Company’s register of securities holders, which registry is open to the security holders of the Company and
which may be filed publicly by the Company from time to time.



 






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		12.	Non-Public
                                         Information. Except with respect to the material terms and conditions of the transactions
                                         contemplated by the Transaction Documents, which shall be disclosed pursuant to Section
                                         11, the Company covenants and agrees that neither it, nor any other Person acting on
                                         its behalf will provide any Purchaser or its agents or counsel with any information that
                                         constitutes, or the Company reasonably believes constitutes, material non-public information,
                                         unless prior thereto such Purchaser shall have entered into a written agreement with
                                         the Company regarding the confidentiality and use of such information. The Company understands
                                         and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
                                         transactions in securities of the Company. To the extent that the Company delivers any
                                         material, non-public information to a Purchaser without such Purchaser’s consent,
                                         the Company hereby covenants and agrees that such Purchaser shall not have any duty of
                                         confidentiality to Company, any of its Subsidiaries, or any of their respective officers,
                                         directors, agents, employees or Affiliates, or a duty to the Company, and of its Subsidiaries
                                         or any of their respective officers, directors, agents, employees or Affiliates not to
                                         trade on the basis of, such material, non-public information, provided that the Purchaser
                                         shall remain subject to applicable law. To the extent that any notice provided pursuant
                                         to any Transaction Document constitutes, or contains, material, non-public information
                                         regarding the Company or any Subsidiaries, the Company shall simultaneously file such
                                         notice with the Commission pursuant to a Current Report on Form 6-K. The Company understands
                                         and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
                                         transactions in securities of the Company.



 


		13.	Indemnification
                                         of Purchasers. Subject to the provisions of this Section ‎13, the Company will
                                         indemnify and hold each Purchaser and its directors, officers, shareholders, members,
                                         partners, employees and agents (and any other Persons with a functionally equivalent
                                         role of a Person holding such titles notwithstanding a lack of such title or any other
                                         title), each Person who controls such Purchaser (within the meaning of Section 15 of
                                         the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
                                         shareholders, agents, members, partners or employees (and any other Persons with a functionally
                                         equivalent role of a Person holding such titles notwithstanding a lack of such title
                                         or any other title) of such controlling persons (each, a “Purchaser Party”)
                                         harmless from any and all losses, liabilities, obligations, claims, contingencies, damages,
                                         costs and expenses, including all judgments, amounts paid in settlements, court costs
                                         and reasonable attorneys’ fees and costs of investigation that any such Purchaser
                                         Party may suffer or incur as a result of or relating to (a) any breach of any of the
                                         representations, warranties, covenants or agreements made by the Company in this Agreement
                                         or in the other Transaction Documents or (b) any action instituted against a Purchaser
                                         Party in any capacity, or any of them or their respective Affiliates, by any shareholder
                                         of the Company who is not an Affiliate of such Purchaser Party, with respect to any of
                                         the transactions contemplated by the Transaction Documents (unless such action is based
                                         upon a material breach of such Purchaser Party’s representations, warranties or
                                         covenants under the Transaction Documents or any agreements or understandings such Purchaser
                                         Party may have with any such shareholder or any violations by such Purchaser Party of
                                         state or federal securities laws or any conduct by such Purchaser Party which is determined
                                         to constitute fraud, gross negligence or willful misconduct). Notwithstanding anything
                                         to the contrary herein, the Company's indemnification obligations under this Agreement
                                         and all the Transaction Documents shall be capped with respect to each Purchaser Party
                                         up to such Purchaser's respective portion of the Subscription Amount at the Closing.
                                         If any action shall be brought against any Purchaser Party in respect of which indemnity
                                         may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify
                                         the Company in writing, and the Company shall have the right to assume the defense thereof
                                         with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser
                                         Party shall have the right to employ separate counsel in any such action and participate
                                         in the defense thereof, but the fees and expenses of such counsel shall be at the expense
                                         of such Purchaser Party except to the extent that (i) the employment thereof has been
                                         specifically authorized by the Company in writing, (ii) the Company has failed after
                                         a reasonable period of time to assume such defense and to employ counsel or (iii) in
                                         such action there is, in the reasonable opinion of counsel, a material conflict on any
                                         material issue between the position of the Company and the position of such Purchaser
                                         Party, in which case the Company shall be responsible for the reasonable fees and expenses
                                         of no more than one such separate counsel for all Purchasers (who do not have such conflicts
                                         between themselves). The Company will not be liable to any Purchaser Party under this
                                         Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
                                         prior written consent, which shall not be unreasonably withheld or delayed; or (z) to
                                         the extent, but only to the extent that a loss, claim, damage or liability is attributable
                                         to any Purchaser Party’s breach of any of the representations, warranties, covenants
                                         or agreements made by such Purchaser Party in this Agreement or in the other Transaction
                                         Documents. The indemnification required by this Section ‎13 shall be made by periodic
                                         payments of the amount thereof during the course of the investigation or defense, as
                                         and when bills are received or are incurred.



 






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		14.	Listing
                                         of Securities. The Company hereby agrees to use best efforts to maintain the listing
                                         or quotation of the ADSs on each Trading Market on which each is currently listed, and
                                         concurrently with the Closing, if required, the Company shall apply to list or quote
                                         all of the Shares, and Warrant Shares on such Trading Markets and promptly secure the
                                         listing of all of the Shares and Warrant Shares on such Trading Markets.



  


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



 


		16.	Certain
                                         Transactions and Confidentiality. Each Purchaser, severally and not jointly with
                                         the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf
                                         or pursuant to any understanding with it will execute any purchases or sales, including
                                         Short Sales, of any of the Company’s securities during the period commencing with
                                         the execution of this Agreement and ending at such time that the transactions contemplated
                                         by this Agreement are first publicly announced pursuant to the initial press release
                                         as described in Section 11.  Each Purchaser, severally and not jointly with the
                                         other Purchasers, covenants that until such time as the transactions contemplated by
                                         this Agreement are publicly disclosed by the Company pursuant to the initial press release
                                         as described in Section 11, such Purchaser will maintain the confidentiality of the existence
                                         and terms of this transaction and the information included in the Disclosure Schedules.
                                         Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement
                                         to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser
                                         makes any representation, warranty or covenant hereby that it will not engage in effecting
                                         transactions in any securities of the Company after the time that the transactions contemplated
                                         by this Agreement are first publicly announced pursuant to the initial press release
                                         as described in Section 11, (ii) no Purchaser shall be restricted or prohibited from
                                         effecting any transactions in any securities of the Company in accordance with applicable
                                         securities laws from and after the time that the transactions contemplated by this Agreement
                                         are first publicly announced pursuant to the initial press release as described in Section
                                         11 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade
                                         in the securities of the Company to the Company or its Subsidiaries after the issuance
                                         of the initial press release as described in Section 11.  Notwithstanding the foregoing,
                                         in the case of a Purchaser that is a multi-managed investment vehicle whereby separate
                                         portfolio managers manage separate portions of such Purchaser’s assets and the
                                         portfolio managers have no direct knowledge of the investment decisions made by the portfolio
                                         managers managing other portions of such Purchaser’s assets, the covenant set forth
                                         above shall only apply with respect to the portion of assets managed by the portfolio
                                         manager that made the investment decision to purchase the Securities covered by this
                                         Agreement.



 






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		17.	Form
                                         D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the
                                         Securities as required under Regulation D and to provide a copy thereof, promptly upon
                                         request of any Purchaser. The Company shall take such action as the Company shall reasonably
                                         determine is necessary in order to obtain an exemption for, or to qualify the Securities
                                         for, sale to the Purchasers at the Closing under applicable securities or “Blue
                                         Sky” laws of the states of the United States, and shall provide evidence of such
                                         actions promptly upon request of any Purchaser.



  


		18.	Registration
                                         Statement.



 


		a.	The
                                         Company agrees that, within thirty (30) calendar days after the consummation of the Transactions
                                         (the “‎a”), the Company will file with the Commission (at the Company’s
                                         sole cost and expense) a Registration Statement registering the resale of the Shares,
                                         and the Warrant Shares and the Company shall use its commercially reasonable efforts
                                         to have the Registration Statement declared effective as soon as practicable after the
                                         filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar
                                         day if the Commission notifies the Company that it will “review” the Registration
                                         Statement) following the Closing and (ii) the 10th Business Day after the date the Company
                                         is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
                                         Statement will not be “reviewed” or will not be subject to further review
                                         (such earlier date, the “Effectiveness Date”); provided, however,
                                         that the Company’s obligations to include the Shares and the Warrant Shares in
                                         the Registration Statement are contingent upon Purchaser furnishing in writing to the
                                         Company such information regarding Purchaser, the securities of the Company held by Purchaser
                                         and the intended method of disposition of the Shares and the Warrant Shares as shall
                                         be reasonably requested by the Company to effect the registration of the Shares and the
                                         Warrant Shares, and Purchaser shall execute such documents in connection with such registration
                                         as the Company may reasonably request that are customary of a selling shareholder in
                                         similar situations, including providing that the Company shall be entitled to postpone
                                         and suspend the effectiveness or use of the Registration Statement during any customary
                                         blackout or similar period or as permitted hereunder. For purposes of clarification,
                                         any failure by the Company to file the Registration Statement by the Filing Date or to
                                         effect such Registration Statement by the Effectiveness Date shall not otherwise relieve
                                         the Company of its obligations to file or effect the Registration Statement as set forth
                                         above in this Section‎18.



 


		b.	The
                                         Company shall, upon reasonable request, inform Purchaser as to the status of the registration
                                         effected by the Company pursuant to this Agreement. At its expense, the Company shall:



 






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		i.	except
                                         for such times as the Company is permitted hereunder to suspend the use of the prospectus
                                         forming part of a Registration Statement, use its commercially reasonable efforts to
                                         keep such registration, and any qualification, exemption or compliance under state securities
                                         laws which the Company determines to obtain, continuously effective with respect to Purchaser,
                                         and to keep the applicable Registration Statement or any subsequent shelf registration
                                         statement free of any material misstatements or omissions, until the earlier of the following:
                                         (i) Purchaser ceases to hold any Shares, (ii) the date all Shares held by Purchaser may
                                         be sold without restriction under Rule 144, including any volume and manner of sale restrictions
                                         under Rule 144 and without the requirement for the Company to be in compliance with the
                                         current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable),
                                         and (iii) three years from the Effectiveness Date of the Registration Statement;



 


		ii.	Advise
                                         Purchaser as expeditiously as possible, but in any event within five (5) Business Days:



 



		1.	when
                                         the Registration Statement or any post-effective amendment thereto has become effective;
		2.	of
                                         the issuance by the Commission of any stop order suspending the effectiveness of the
                                         Registration Statement or the initiation of any proceedings for such purpose; and
		3.	of
                                         the receipt by the Company of any notification with respect to the suspension of the
                                         qualification of the Shares included therein for sale in any jurisdiction or the initiation
                                         or threatening of any proceeding for such purpose.



 


Notwithstanding
anything to the contrary set forth herein, the Company shall not, when so advising Purchaser of such events, provide Purchaser
with any material, nonpublic information regarding the Company other than to the extent that providing notice to Purchaser of
the occurrence of the events listed in ‎1(1) through (3) above constitutes material, nonpublic information regarding the
Company;


 


		iii.	Use
                                         its commercially reasonable efforts to obtain the withdrawal of any order suspending
                                         the effectiveness of the Registration Statement as soon as reasonably practicable;



 


		iv.	Upon
                                         the occurrence of any event that requires the making of any changes in the Registration
                                         Statement or prospectus so that, as of such date, the statements therein are not misleading
                                         and do not omit to state a material fact required to be stated therein or necessary to
                                         make the statements therein (in the case of a prospectus, in light of the circumstances
                                         under which they were made) not misleading, except for such times as the Company is permitted
                                         hereunder to suspend, and has suspended, the use of a prospectus forming part of the
                                         Registration Statement, the Company shall use its commercially reasonable efforts to
                                         as soon as reasonably practicable prepare a post-effective amendment to the Registration
                                         Statement or a supplement to the related prospectus, or file any other required document
                                         so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus
                                         will not include any untrue statement of a material fact or omit to state any material
                                         fact necessary to make the statements therein, in the light of the circumstances under
                                         which they were made, not misleading; and



 






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		v.	Use its
                                         commercially reasonable efforts to cause all Shares to be listed on each securities exchange
                                         or market, if any, on which the Company’s Shares are then listed.



 


		vi.	Notwithstanding
                                         anything to the contrary in this Agreement, the Company shall not have any obligation
                                         to prepare any prospectus supplement, participate in any due diligence, execute any agreements
                                         or certificates or deliver legal opinions (other than customary de-legending certificates
                                         and opinions) or obtain comfort letters in connection with any sales of the Shares under
                                         the Registration Statement.



 


		c.	Notwithstanding
                                         anything to the contrary in this Agreement, the Company shall be entitled to delay or
                                         postpone the effectiveness of the Registration Statement, and from time to time to require
                                         Purchaser not to sell under the Registration Statement or to suspend the effectiveness
                                         thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries
                                         is pending or an event has occurred, which negotiation, consummation or event the Company’s
                                         board of directors reasonably believes, upon the advice of legal counsel (which may be
                                         in-house legal counsel), would require additional disclosure by the Company in the Registration
                                         Statement of material information that the Company has a bona fide business purpose for
                                         keeping confidential and the non-disclosure of which in the Registration Statement would
                                         be expected, in the reasonable determination of the Company’s board of directors,
                                         upon the advice of legal counsel (which may be in-house legal counsel), to cause the
                                         Registration Statement to fail to comply with applicable disclosure requirements (each
                                         such circumstance, a “Suspension Event”); provided, however, that the Company
                                         may not delay or suspend the Registration Statement on more than three (3) occasions
                                         or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty
                                         (120) total calendar days, in each case during any twelve (12)-month period. Upon receipt
                                         of any written notice from the Company of the happening of any Suspension Event during
                                         the period that the Registration Statement is effective or if as a result of a Suspension
                                         Event the Registration Statement or related prospectus contains any untrue statement
                                         of a material fact or omits to state any material fact required to be stated therein
                                         or necessary to make the statements therein, in light of the circumstances under which
                                         they were made (in the case of the prospectus) not misleading, Purchaser agrees that
                                         (i) it will immediately discontinue offers and sales of the Shares and the Warrant Shares
                                         under the Registration Statement (excluding, for the avoidance of doubt, sales conducted
                                         pursuant to Rule 144) until Purchaser receives copies of a supplemental or amended prospectus
                                         (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s)
                                         referred to above and receives notice that any post-effective amendment has become effective
                                         or unless otherwise notified by the Company that it may resume such offers and sales,
                                         and (ii) it will maintain the confidentiality of any information included in such written
                                         notice delivered by the Company unless otherwise required by law or subpoena. If so directed
                                         by the Company, Purchaser will deliver to the Company or, in Purchaser’s sole discretion
                                         destroy, all copies of the prospectus covering the Shares and the Warrant Shares in Purchaser’s
                                         possession; provided, however, that this obligation to deliver or destroy all copies
                                         of the prospectus covering the Shares and the Warrant Shares shall not apply (i) to the
                                         extent Purchaser is required to retain a copy of such prospectus (a) in order to comply
                                         with applicable legal, regulatory, self-regulatory or professional requirements or (b)
                                         in accordance with a bona fide pre-existing document retention policy or (ii) to copies
                                         stored electronically on archival servers as a result of automatic data back-up.



 






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		d.	The
                                         Company shall, notwithstanding any termination of this Agreement, indemnify, defend and
                                         hold harmless the Purchaser (to the extent a seller under the Registration Statement),
                                         the officers, directors, agents, partners, members, managers, shareholders, affiliates,
                                         employees and investment advisers of the Purchaser, each person who controls the Purchaser
                                         (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
                                         Act), and the officers, directors, partners, members, managers, shareholders, agents,
                                         affiliates, employees and investment advisers of each such controlling person, to the
                                         fullest extent permitted by applicable law, from and against any and all losses, claims,
                                         damages, liabilities, costs (including, without limitation, reasonable costs of preparation
                                         and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”),
                                         as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement
                                         of a material fact contained in the Registration Statement, any prospectus included in
                                         the Registration Statement or any form of prospectus or in any amendment or supplement
                                         thereto or in any preliminary prospectus, or arising out of or relating to any omission
                                         or alleged omission to state a material fact required to be stated therein or necessary
                                         to make the statements therein (in the case of any prospectus or form of prospectus or
                                         supplement thereto, in light of the circumstances under which they were made) not misleading,
                                         or (ii) any violation or alleged violation by the Company of the Securities Act, the
                                         Exchange Act or any state securities law or any rule or regulation thereunder, in connection
                                         with the performance of its obligations under this Section ‎18, except to the extent,
                                         but only to the extent, that such untrue statements, alleged untrue statements, omissions
                                         or alleged omissions are based solely upon information regarding Purchaser furnished
                                         in writing to the Company by Purchaser expressly for use therein.



 


		e.	The
                                         Company shall notify Purchaser promptly of the institution, threat or assertion of any
                                         proceeding arising from or in connection with the transactions contemplated by this Section
                                         of which the Company is aware. Such indemnity shall remain in full force and effect regardless
                                         of any investigation made by or on behalf of an indemnified party and shall survive the
                                         transfer of the Shares by Purchaser.



 


		f.	Purchaser
                                         shall, severally and not jointly with any other selling shareholder named in the Registration
                                         Statement, indemnify and hold harmless the Company, its directors, officers, agents and
                                         employees, each person who controls the Company (within the meaning of Section 15 of
                                         the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
                                         agents or employees of such controlling persons, to the fullest extent permitted by applicable
                                         law, from and against all Losses, as incurred, arising out of or that are based upon
                                         any untrue or alleged untrue statement of a material fact contained in the Registration
                                         Statement, any prospectus included in the Registration Statement, or any form of prospectus,
                                         or in any amendment or supplement thereto or in any preliminary prospectus, or arising
                                         out of or relating to any omission or alleged omission of a material fact required to
                                         be stated therein or necessary to make the statements therein (in the case of any prospectus,
                                         or any form of prospectus or supplement thereto, in light of the circumstances under
                                         which they were made) not misleading to the extent, but only to the extent, that such
                                         untrue statements or omissions are based solely upon information regarding Purchaser
                                         furnished in writing to the Company by Purchaser expressly for use therein. In no event
                                         shall the liability of Purchaser be greater in amount than the dollar amount of the net
                                         proceeds received by Purchaser upon the sale of the Shares and the Warrant Shares giving
                                         rise to such indemnification obligation.



 


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



 






    24


     


    

 


Miscellaneous.


 


		20.	Termination. 
                                         This Agreement shall terminate and be void and of no further force and effect, and all
                                         rights and obligations of the parties hereunder shall terminate without any further liability
                                         on the part of any party in respect thereof, upon the earlier to occur of (i) such date
                                         and time as the Merger Agreement is validly terminated in accordance with its terms,
                                         (ii) upon the mutual written agreement of each of the parties hereto to terminate this
                                         Agreement, (iii) if any of the conditions to Closing set forth in Section ‎4
                                         are not satisfied or waived by the party entitled to grant such waiver on or prior to
                                         the Closing and, as a result thereof, the transactions contemplated by this Agreement
                                         are not consummated at the Closing, and (iv) if the Closing shall not have occurred on
                                         or before April 13, 2021; provided, that nothing herein will relieve any party
                                         from liability for any willful breach hereof prior to the time of termination, and each
                                         party will be entitled to any remedies at law or in equity to recover losses, liabilities
                                         or damages arising from such breach. The Company shall notify Purchaser of the termination
                                         of the Merger Agreement promptly after the termination of such agreement.



 


		21.	Fees
                                         and Expenses. Except as expressly set forth in the Transaction Documents to the contrary,
                                         each party shall pay the fees and expenses of its advisers, counsel, accountants and
                                         other experts, if any, and all other expenses incurred by such party incident to the
                                         negotiation, preparation, execution, delivery and performance of this Agreement. The
                                         Company shall pay all Depositary fees (including, without limitation, any fees required
                                         for same-day processing of any instruction letter delivered by the Company and any exercise
                                         notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection
                                         with the delivery of any Securities to the Purchasers.



 


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



 


		23.	Notices.
                                         Any and all notices or other communications or deliveries required or permitted to be
                                         provided hereunder shall be in writing and shall be deemed given and effective on the
                                         earliest of: (a) the time of transmission, if such notice or communication is delivered
                                         via facsimile at the facsimile number or email attachment at the email address as set
                                         forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City
                                         time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
                                         notice or communication is delivered via facsimile at the facsimile number or email attachment
                                         at the email address as set forth on the signature pages attached hereto on a day that
                                         is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day,
                                         (c) the second (2nd) Trading Day following the date of mailing, if sent by
                                         U.S. nationally recognized overnight courier service or (d) upon actual receipt by the
                                         party to whom such notice is required to be given. The address for such notices and communications
                                         shall be as set forth on the signature pages attached hereto. To the extent that any
                                         notice provided pursuant to any Transaction Document constitutes, or contains, material,
                                         non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously
                                         file such notice with the Commission pursuant to a Current Report on Form 6-K.



 






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		24.	Amendments;
                                         Waivers. No provision of this Agreement may be waived, modified, supplemented or
                                         amended except in a written instrument signed, in the case of an amendment, by the Company
                                         and the Purchasers who purchased at least 50.1% in interest of the Shares based on the
                                         initial Subscription Amounts hereunder or, in the case of a waiver, by the party against
                                         whom enforcement of any such waived provision is sought, provided that if any amendment,
                                         modification or waiver disproportionately and adversely impacts a Purchaser (or group
                                         of Purchasers), the consent of such disproportionately impacted Purchaser (or group of
                                         Purchasers) shall also be required. No waiver of any default with respect to any provision,
                                         condition or requirement of this Agreement shall be deemed to be a continuing waiver
                                         in the future or a waiver of any subsequent default or a waiver of any other provision,
                                         condition or requirement hereof, nor shall any delay or omission of any party to exercise
                                         any right hereunder in any manner impair the exercise of any such right. Any proposed
                                         amendment or waiver that disproportionately, materially and adversely affects the rights
                                         and obligations of any Purchaser relative to the comparable rights and obligations of
                                         the other Purchasers shall require the prior written consent of such adversely affected
                                         Purchaser. Any amendment effected in accordance with this Section ‎24 shall be
                                         binding upon each Purchaser and holder of Securities and the Company.



 


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



 


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



 


		27.	No
                                         Third Party Beneficiaries. This Agreement is intended for the benefit of the parties
                                         hereto and their respective successors and permitted assigns and is not for the benefit
                                         of, nor may any provision hereof be enforced by, any other Person, except that the Placement
                                         Agent shall be entitled to rely on and enforce the representations, warranties and agreements
                                         of the Company as set forth in Section 5(u).



 


		28.	Governing
                                         Law. All questions concerning the construction, validity, enforcement and interpretation
                                         of the Transaction Documents shall be governed by and construed and enforced in accordance
                                         with the internal laws of the State of New York, without regard to the principles of
                                         conflicts of law thereof. Each party agrees that all legal Proceedings concerning the
                                         interpretations, enforcement and defense of the transactions contemplated by this Agreement
                                         and any other Transaction Documents (whether brought against a party hereto or its respective
                                         affiliates, directors, officers, shareholders, partners, members, employees or agents)
                                         shall be commenced exclusively in the state and federal courts sitting in the City of
                                         New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
                                         state and federal courts sitting in the City of New York, Borough of Manhattan for the
                                         adjudication of any dispute hereunder or in connection herewith or with any transaction
                                         contemplated hereby or discussed herein (including with respect to the enforcement of
                                         any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
                                         in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction
                                         of any such court, that such Action or Proceeding is improper or is an inconvenient venue
                                         for such Proceeding. Each party hereby irrevocably waives personal service of process
                                         and consents to process being served in any such Action or Proceeding by mailing a copy
                                         thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence
an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company
under Section‎14, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for
its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such Action or Proceeding.



 






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		29.	Survival.
                                         The representations and warranties contained herein shall survive the Closing and the
                                         delivery of the Securities for the applicable statute of limitations.



 


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



 


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



 


		32.	Rescission
                                         and Withdrawal Right. Notwithstanding anything to the contrary contained in (and
                                         without limiting any similar provisions of) any of the other Transaction Documents, whenever
                                         any Purchaser exercises a right, election, demand or option under a Transaction Document
                                         and the Company does not timely perform its related obligations within the periods therein
                                         provided, then such Purchaser may rescind or withdraw, in its sole discretion from time
                                         to time upon written notice to the Company, any relevant notice, demand or election in
                                         whole or in part without prejudice to its future actions and rights.



 


		33.	Replacement
                                         of Securities. If any certificate or instrument evidencing any Securities is mutilated,
                                         lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
                                         and substitution for and upon cancellation thereof (in the case of mutilation), or in
                                         lieu of and substitution therefor, a new certificate or instrument, but only upon receipt
                                         of evidence reasonably satisfactory to the Company of such loss, theft or destruction.
                                         The applicant for a new certificate or instrument under such circumstances shall also
                                         pay any reasonable third-party costs (including customary indemnity but without any requirement
                                         to post any surety bond)) associated with the issuance of such replacement Securities.



 


		34.	5.15 Remedies.
                                         In addition to being entitled to exercise all rights provided herein or granted by law,
                                         including recovery of damages, each of the Purchasers and the Company will be entitled
                                         to specific performance under the Transaction Documents. The parties agree that monetary
                                         damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy
at law would be adequate.



 






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



 


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



 


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



 


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



 


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






 


(Signature
Pages Follow)


 






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


 


	ANCHIANO
    THERAPUTICS LTD.	 	Address for Notice:
	 	 	 
	By:	 	 	Email:
	 	Name:	 	Fax:
	 	Title:	 	 
	 	 	 
	With a copy to (which shall not
    constitute notice):	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 






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SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 


[PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]


 


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


 


	Name of Purchaser:	 	 




 


	Signature of Authorized Signatory of Purchaser:	 	 




 


	Name of Authorized Signatory:	 	 




 


	Title of Authorized Signatory:	 	 




 


	Email Address of Authorized Signatory:	 	 




 


	Facsimile Number of Authorized Signatory:	 	 




 


	Address for Notice to Purchaser:	 	 




 


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





 


Subscription Amount: $_____________


 


ADS(s):________________


 


Discount Warrant: _________________


         


EIN Number: _______________________


 


[SIGNATURE
PAGES CONTINUE]


 






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Exhibit
A


 


Selling Shareholder
Questionnaire


 


See attached.


Exhibit
B


 


Chemomab
Warrants


 


See attached.


 


 


Exhibit
C


 


Discount
Warrants


 


See attached.   


 


Exhibit
D


 


Anti-Dilution
Warrants


 


See attached.   


 


Exhibit
E


 


Wiring Instructions


 


See attached.   


 






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Exhibit
E


 


DEFINITION
OF ACCREDITED INVESTOR


 


“Accredited
investor” means any person who comes within any of the following categories, or who the Company reasonably believes
comes within any of the following categories, at the time of the sale of the Shares to that person:


 


	 	1.	Any bank as defined
    in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of
    the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of
    the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers
    Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering
    with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in
    section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development
    company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business
    Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company
    as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state,
    its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of
    its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the
    Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section
    3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser,
    or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions
    made solely by persons that are accredited investors;


 


	 	2.	Any private business
    development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;


 


	 	3.	Any organization
    described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership,
    not formed for the specific purpose of acquiring the Shares offered, with total assets in excess of $5,000,000;


 


	 	4.	Any director, executive
    officer, or general partner of the issuer of the Company, or any director or executive officer of the Company;


 


	 	5.	Any natural person
    whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000, provided
    that for purposes of this item 5, “net worth” means the excess of total assets at fair market value (including
    personal and real property, but excluding the value of a person’s primary home) over total liabilities (excluding
    any mortgage on the primary home in an amount of up to the home’s fair market value, but including any mortgage amount
    in excess of the home’s fair market value);


 


	 	6.	Any natural person
    who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s
    spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in
    the current year, provided that for purposes of this item 6, “income” means annual adjusted gross
    income, as reported for federal income tax purposes, plus (a) the amount of any tax-exempt interest income received; (b) the
    amount of losses claimed as a limited partner in a limited partnership; (c) any deduction claimed for depletion; (d) amounts
    contributed to an IRA or Keogh retirement plan; (e) alimony paid; and (f) any amount by which income from long-term capital
    gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue
    Code of 1986, as amended;


 


	 	7.	Any trust, with
    total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares offered, whose purchase
    is directed by a sophisticated person as described in Rule 506(b)(2)(ii);


 


	 	8.	Any entity in which
    all of the equity owners are accredited investors;



 






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	 	9.	Any entity, of a
    type not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities
    offered, owning investments in excess of $5,000,000
	 	 	 
	 	10.	Any
        natural person holding in good standing one or more professional certifications or designations or credentials from an
        accredited educational institution that the Commission has designated as qualifying an individual for accredited investor
        status. In determining whether to designate a professional certification or designation or credential from an accredited
        educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following
        attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered
        by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The
        examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and
        sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential
        can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the
        merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation
        is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise
        independently verifiable;

         

	 	 	 
	 	11.	Any natural person
    who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17
    CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company,
    as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;
	 	 	 
	 	12.	Any
        “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):
        (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring
        the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience
        in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective
        investment; and

         

	 	13.	Any “family
    client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)),
    of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer
    is directed by such family office pursuant to paragraph (a)(12)(iii).


 








    33