Exhibit 10.1


 


PolyPid Ltd.

Ordinary Shares


(no par value)


 


Controlled Equity OfferingSM


 


Sales Agreement


 


July 2, 2021


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, NY 10022


 


Ladies and Gentlemen:


 


PolyPid Ltd., a company organized
under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”)
with Cantor Fitzgerald & Co. (the “Agent”), as follows:


 


1. Issuance
and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the
conditions set forth herein, it may issue and sell through the Agent, ordinary shares (the “Placement Shares”)
of the Company, no par value (the “Ordinary Shares”); provided, however, that in no event shall
the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar
amount of Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being
made, (b) exceed the number of authorized but unissued Ordinary Shares (less Ordinary Shares issuable upon exercise, conversion or exchange
of any outstanding securities of the Company or otherwise reserved from the Company’s authorized share capital), (c) exceed the
number or dollar amount of Ordinary Shares permitted to be sold under Form F-3 (including General Instruction I.B.5 thereof, if applicable)
or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (as defined below)
(the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained
herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares
issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection
with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement
(as defined below) filed by the Company and which will be declared effective by the United States Securities and Exchange Commission (the
“Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration
Statement to issue Ordinary Shares.


 






     


     


    

 


The Company has filed or will
file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and
the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration
statement on Form F-3, including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time
to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder.
The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement,
which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus
Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of
such registration statement, as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to
time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus
and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement
Shares. Except where the context otherwise requires, such registration statement(s), including all documents filed as part thereof or
incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with
the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement
pursuant to Rule 430B of the Securities Act Regulations, is herein called the “Registration Statement.”
The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement,
as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus
Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations,
together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.”


 


Any reference herein to the
Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include
the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms
“amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement,
the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange
Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or
such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references
to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy
filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data
Electronic Application system when used by the Commission (collectively, “EDGAR”).


 


2. Placements.
Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will
notify the Agent by email notice (or other method mutually agreed to by the parties) of the number of Placement Shares to be issued, the
time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one
day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached
hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule
3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals
from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall
be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion,
(ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the Company suspends or terminates the Placement
Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission
or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in
accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent
will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement
Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the
terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice,
the terms of the Placement Notice will control.


 






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3. Sale
of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement
Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal
laws, rules and regulations and the rules of the Nasdaq Global Market (the “Exchange”), to sell the Placement
Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written
confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which
it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable
by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to
the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that
it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted
by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act Regulations, including
sales made directly on or through the Exchange or any other existing trading market for the Ordinary Shares, in negotiated transactions
(with the prior written consent of the Company) at market prices prevailing at the time of sale or at prices related to such prevailing
market prices and/or any other method permitted by law. “Trading Day” means any day on which the Ordinary Shares
are traded on the Exchange.


 


4. Suspension
of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each of the
individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the
individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission
or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Shares
(a “Suspension”); provided, however, that such Suspension shall not affect or impair any party’s
obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any
obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort
letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against
any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time
to time.


 






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5. Sale
and Delivery to the Agent; Settlement.


 


(a) Sale
of Placement Shares.  On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described
therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period
specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices
and applicable law and regulations to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms
of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in
selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does
not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with
its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement
and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except
as otherwise agreed by the Agent and the Company.


 


(b) Settlement
of Placement Shares.  Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares
will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on
which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale of Placement
Shares no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares
hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the
“Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction for (i) the
Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and
(ii) any transaction fees imposed by any Governmental Authority (as defined below)in respect of such sales.


 


(c) 
Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically
transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have
given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company
through its Deposit and Withdrawal at Custodian system or by such other means of delivery as may be mutually agreed upon by the parties
hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date,
the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement
Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares
on a Settlement Date, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto,
it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses),
as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) through no fault of
the Agent and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise
have been entitled absent such default.


 






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(d) Denominations;
Registration. Certificates for the Placement Shares, if any, shall be in such denominations and registered in such names as
the Agent may request in writing at least one full Business Day (as defined below) before the Settlement Date. The certificates for the
Placement Shares, if any, will be made available by the Company for examination and packaging by the Agent in The City of New York not
later than noon (New York time) on the Business Day prior to the Settlement Date.


 


(e) Limitations
on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after
giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreement
would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount and (B) the
amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized
committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company
cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized
from time to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee.
Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Placement Shares sold pursuant to this
Agreement to exceed the Maximum Amount.


 


6. Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with the Agent that as of the date of this Agreement
and as of each Applicable Time (as defined below), unless such representation, warranty or agreement specifies a different time:


 


(a) The
Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions set forth
in Form F-3 (including General Instructions I.A and I.B) under the Securities Act. The Registration Statement has been or will be filed
with the Commission and will be declared effective by the Commission under the Securities Act prior to the issuance of any Placement Notices
by the Company. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.”
The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement,
or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated
hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes,
regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed
as exhibits to the Registration Statement have been so described or filed. Copies of the Registration Statement, the Prospectus, and any
such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to
the date of this Agreement have been delivered, or are available through EDGAR, to the Agent and its counsel. The Company has not distributed
and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute
any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus
and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented. The Ordinary Shares are registered pursuant
to Section 12(b) of the Exchange Act and is currently listed on the Exchange under the trading symbol “PYPD.” The Company
has taken no action designed to, or likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange
Act, delisting the Ordinary Shares from the Exchange, nor has the Company received any notification that the Commission or the Exchange
is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing
requirements of the Exchange.


 






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(b) The
Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment or supplement thereto, on the date
of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities
Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with
the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined
below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus
or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with
the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document
or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing
shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished
to the Company by Agent specifically for use in the preparation thereof.


 


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


 


(d) The
Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical
to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
Regulation S-T.


 






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(e) The
Company and its Subsidiaries (as defined below), taken as a whole, have not, since the date of the latest financial statements included
or incorporated by reference in the Registration Statement and the Prospectus, (i) sustained any material loss or material interference
with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any material labor dispute
or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course
of business) that is material to the Company and its Subsidiaries taken as a whole or incurred any liability or obligation, direct or
contingent, that is material to the Company and its Subsidiaries taken as a whole, in each case, in each case otherwise than as set forth
or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the
Prospectus and the Issuer Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there has
not been (x) any change in the share capital (other than as a result of (i) the grant, vesting, exercise or settlement, if any, of share
options or the award, if any, of share options, restricted shares or other equity incentives in the ordinary course of business pursuant
to the Company’s equity plans that are described in the Registration Statement and the Prospectus or (ii) the issuance, if any,
of Ordinary Shares upon conversion of Company securities as described in the Registration Statement and the Prospectus) or long-term debt
of the Company or any of its Subsidiaries or (y) any Material Adverse Effect (as defined below); as used in this Agreement, “Material
Adverse Effect” shall mean any material adverse change, or any development involving a prospective material adverse change, in or
affecting (i) the business, properties, general affairs, management, financial position, shareholders’ equity, results of operations or
prospects of the Company and its Subsidiaries, taken as a whole, except as set forth or contemplated in the Registration Statement and
the Prospectus, or (ii) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of
the Placement Shares, or to consummate the transactions contemplated in the Registration Statement and the Prospectus.


 


(f) The
Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal
property and other assets owned by them, in each case free and clear of all security interests, liens, encumbrances and defects except
such as are described in the Registration Statement and the Prospectus or such as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries; and any
real property and buildings held under lease by the Company and its Subsidiaries are held by them, to their knowledge, under valid, subsisting
and enforceable leases (subject to the effects of (A) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
moratorium or other similar laws relating to or affecting rights or remedies of creditors generally; (B) the application of general
principles of equity (including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of
whether enforcement is considered in proceedings at law or in equity); and (C) applicable laws and public policy with respect to
rights to indemnity and contribution) with such exceptions as are not material and do not materially interfere with the use made and proposed
to be made of such property and buildings by the Company and its Subsidiaries.


 


(g) The
Company has (i) been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with
power and authority (corporate and other) to conduct its business as described in the Registration Statement and the Prospectus, and (ii)
been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction
in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause
(ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect;
and (iii) is not currently designated as a “breaching company” (within the meaning of the Companies Law (as defined below))
by the Registrar of the Companies of the State of Israel. Each of clauses (i) and (ii) in this Section 6(g) also applies to each of the
Subsidiaries. The certificate of incorporation, articles of association and other organizational documents of the Company comply, with
the requirements of applicable Israeli law and are in full force and effect.


 






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(h) The
Company has an authorized capitalization as set forth in the Prospectus and all of the issued shares of the Company have been duly and
validly authorized and issued and are fully paid and non-assessable, have been issued in compliance, with the Israeli Companies Law 5759-1999
(the “Companies Law”) and the Israeli Securities Law 5728-1968, as amended, and the regulations promulgated
thereunder (collectively, the “Israeli Securities Law”), and conform in all material respects to the description
of the Ordinary Shares contained in the Prospectus; and all of the issued shares of each Subsidiary have been duly and validly authorized
and issued, are fully paid and non-assessable and (except, in the case of any foreign Subsidiary, for directors’ qualifying shares and
except as otherwise set forth in the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims, except for such liens or encumbrances that would not be reasonably expected to have a Material Adverse Effect.


  


(i) The
Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized
committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly and validly authorized
and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including
any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered
pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued and delivered against payment therefor as provided herein,
will conform to the description of the Ordinary Shares contained in the Registration Statement and the Prospectus.


 


(j) The
issue and sale of the Placement Shares and the compliance by the Company with this Agreement and the consummation of the transactions
contemplated in this Agreement and the Prospectus will not conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument (including,
without limitation, any other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company
or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets
of the Company or any of its Subsidiaries is subject, including (w) any instrument of approval granted to the Company by the Israel Innovation
Authority of the Israeli Ministry of Economy and Industry (the “IIA”) or (x) any instrument of approval granted
to the Company by the Investment Center of the Israeli Ministry of Economy and Industry (the “Investment Center”),
(B) the certificate of incorporation, articles of association or by-laws (or other applicable organizational document) of the Company
or any of its Subsidiaries, or (C) any statute or any judgment, order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of its Subsidiaries or any of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Placement
Shares or the consummation by the Company of the transactions contemplated by this Agreement, except (y) such as have been obtained under
the Securities Act, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting
terms and arrangements, the approval for listing the Placement Shares on the Exchange, and such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Placement
Shares; and (z) for the filing of certain notices with the Registrar of Companies of the State of Israel regarding the issuance of the
Placement Shares or the filing of certain information following the Applicable Time with the Investment Center and the IIA, except in
the case of clauses (A) and (C) for such conflicts, breaches, defaults or violations that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company is not required to publish a prospectus in the State of Israel under
the laws of the State of Israel with respect to the offer or sale of the Placement Shares.


 






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(k) Neither
the Company nor any of its Subsidiaries is (i) in violation of its certificate of incorporation, articles of association or by-laws (or
other applicable organizational document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, or (iii) in default
in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust,
loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except,
in the case of the foregoing clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


(l) The
statements set forth in the Registration Statement and Prospectus under the caption “Description of our Ordinary Shares”,
insofar as they purport to constitute a summary of the terms of the Placement Shares, and under the caption “Plan of Distribution”,
and the statements made in the Company’s most recent Annual Report on Form 20-F under the Caption “Taxation” insofar
as they purport to describe the provisions of the laws, legal conclusions related thereto and documents referred to therein, are accurate
and complete in all material respects.


 


(m) Other
than as set forth in the Registration Statement and the Prospectus, there are no legal or governmental proceedings pending to which the
Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject which,
if determined adversely to the Company or any of its Subsidiaries (or such officer or director), would individually or in the aggregate
reasonably be expected to have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated
by governmental authorities or others; and there are no contracts or other documents that are required under the Securities Act to be
filed as exhibits to the Registration Statement that are not so filed.


 


(n) The
Company is not and, after giving effect to the offering and sale of the Placement Shares and the application of the proceeds thereof,
will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”).


 






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(o) The
Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and
433 under the Securities Act in connection with the offering of the Placement Shares.


 


(p) The
Company is a “foreign private issuer” within the meaning of Rule 405 under the Act.


 


(q) Kost,
Forer, Gabbay & Kasierer, a member firm of Ernst & Young LLP (the “Accountant”), who have certified
certain financial statements of the Company and its Subsidiaries, are independent public accountants as required by the Securities Act
and the rules and regulations of the Commission thereunder. To the Company’s knowledge, the Accountant is not in violation of the
auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect
to the Company.


 


(r) The
Company maintains a system of internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act
that (i) complies with the requirements of the Exchange Act applicable to the Company, (ii) has been designed by the Company’s principal
executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles and (iii) is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s
general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance
with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to any differences; and the Company’s internal control
over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting
(it being understood that this subsection shall not require the Company to comply with Section 404 of the Sarbanes-Oxley Act as of an
earlier date than it would otherwise be required to so comply under applicable law).


 


(s) Since
the date of the latest audited financial statements included or incorporated by reference in the Prospectus, there has been no change
in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to
materially and adversely affect, the Company’s internal control over financial reporting.


 


(t) The
Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with
the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating
to the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others
within those entities; and such disclosure controls and procedures are effective.


 


(u) There
are no debt securities or preferred shares issued, or guaranteed by, the Company or any of its Subsidiaries that are rated by a “nationally
recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.


 






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(v) The
Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This
Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable
in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally and by general equitable principles.


 


(w) All
statistical, demographic and market related data included in the Registration Statement and the Prospectus are based on or derived from
sources that the Company believes to be reliable and accurate in all material respects. To the extent required, the Company has obtained
the written consent to the use of such data from such sources.


 


(x) 
None of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or other person associated with or acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or
on behalf of, the Company or any of its Subsidiaries: (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment
or other unlawful expense; (ii) made, offered, promised or authorized any direct or indirect bribe, kickback, rebate, payoff, influence
payment, or otherwise unlawfully provided anything of value, to any “foreign official” (as defined in the U.S. Foreign Corrupt
Practices Act of 1977, as amended (collectively, the “FCPA”)) or domestic government official; or (iii) violated
or is in violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as amended (the “Bribery Act
2010”), Sections 291 and 291A Israeli Penal Law 5737-1977 or any other applicable anti-bribery or anti-corruption law or
regulation. The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance
with the FCPA, Bribery Act 2010 and all other applicable anti-corruption an anti-bribery statutes or regulations.


 


(y) The
operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with the requirements of applicable
anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and
the rules and regulations promulgated thereunder, financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, and the anti-money laundering laws of the various jurisdictions in which the Company and its Subsidiaries
conduct business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to
the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(z) None
of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of
the Company or any of its Subsidiaries is: (i) currently the subject or the target of any sanctions administered or enforced by the U.S.
Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of
State and including, without limitations, the designation as a “Specially designated national” or “blocked person,”
the European Union, Her Majesty’s Treasury, the United Nations Security Council or other relevant sanctions authority (collectively,
“Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject or target
of Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria and Crimea); and the Company will not directly or indirectly
use the proceeds of the offering of the Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any
Subsidiary, joint venture partner or other person or entity, (a) to fund or facilitate any activities of or business with any person,
or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (b) in any other manner
that will result in a violation by any person (including any person participating in the transaction, whether as an underwriter, advisor,
investor or otherwise) of Sanctions. The Company and its Subsidiaries have not knowingly engaged in for the past five years, and are not
now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time
of the dealing or transaction, is or was the subject or target of Sanctions.


 






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(aa) The financial
statements included or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing
Prospectuses, if any, together with the related schedules and notes, present fairly, in all material respects, the financial
position of the Company and its Subsidiaries at the dates indicated and the statement of operations, shareholders’ equity and
cash flows of the Company and its Subsidiaries for the periods specified; said financial statements have been prepared in compliance
with the requirements of the Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles
(“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any,
present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary
financial information included in the Registration Statement and the Prospectus present fairly the information shown therein and
have been compiled on a basis consistent with that of the audited financial statements included therein, except as disclosed
therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting
schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the
Securities Act or the rules and regulations promulgated thereunder. All disclosures contained or incorporated by reference in the
Registration Statement and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules
and regulations of the Commission) comply, in all material respects, with Regulation G of the Exchange Act and Item 10 of Regulation
S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or
incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all
material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.


 


(bb) From the time of
initial submission of the Company’s Registration Statement with the Commission through the date hereof, the Company has been
and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth
Company”).


 






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(cc) The Company owns or
has valid, binding and enforceable licenses or other rights under the patents and patent applications, copyrights, trademarks, trademark
registrations, service marks, service mark registrations, trade names, service names, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property (collectively, “Intellectual
Property”) that is necessary for, or used in, the business of the Company as currently conducted and currently proposed
to be conducted in the manner described in the Registration Statement and the Prospectus (collectively, the “Company Intellectual
Property”). To the Company’s knowledge, none of the patents and patent applications contained in the Company Intellectual
Property, are invalid or unenforceable, in whole or in part, and the Company is unaware of any facts that would form a reasonable basis
for such a determination. None of the rights within the Company Intellectual Property, other than patents and patent applications, are
invalid or unenforceable, in whole or in part, and the Company is unaware of any facts that would form a reasonable basis for such a determination.
In each case in which the Company has acquired ownership (or claimed or purported to acquire ownership) of any Company Intellectual Property
rights from any third party (including any employee, officer, director, consultant or contractor of the Company), the Company has obtained
a valid and enforceable assignment sufficient to irrevocably transfer ownership of and all rights with respect to such Company Intellectual
Property rights to the Company. All assignments that are or may be required to be filed or recorded in order to cause such assignment
to be valid or effective against bona fide purchasers without notice of such assignment have been duly executed and filed or recorded
with the USPTO or the U.S. Copyright Office, as applicable, and any applicable Governmental Authority (as defined below) elsewhere. The
Company is not obligated to pay a material royalty, grant a license or provide other material consideration to any third party in connection
with the Company Intellectual Property. To the Company’s knowledge, there are no unreleased liens or security interests which have
been filed against any of the Company Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by a third party (i) challenging the Company’s rights in or to any Company Intellectual Property, including
with respect to ownership and inventorship; (ii) challenging the validity, enforceability or scope of any Company Intellectual Property;
or (iii) asserting that the Company has infringed, misappropriated or otherwise violated, or would, upon the commercialization of any
products described in the Prospectus as under development, infringe, misappropriate or otherwise violate, any Intellectual Property rights
of others; and, in each of the foregoing cases, the Company (a) is unaware of any facts that would form a reasonable basis for any such
action, suit, proceeding or claim and (b) has not received any notice alleging any such claim or conflict. To the knowledge of the Company,
there is no unauthorized use or disclosure, infringement or misappropriation or other violation of any Company Intellectual Property rights
by any third party. To the knowledge of the Company, (1) neither the commercial development nor the manufacture, sale and/or distribution
of any of the products, proposed products or processes of the Company, as described in the Registration Statement and the Prospectus,
infringes, misappropriates or otherwise violates, or would, upon the commercialization of such products or proposed products, infringe,
misappropriate or otherwise violate, any Intellectual Property rights of any third party; (2) the Company can acquire, on reasonable terms,
any licenses under third-party Intellectual Property that may be necessary for or used in its business, as currently conducted or as proposed
to be conducted, as described in the Registration Statement and the Prospectus; (3) no third party has any ownership right in or to any
Company Intellectual Property that is owned by the Company; (4) no third party has any ownership right in or to any Company Intellectual
Property, in any field of use, other than the respective licensor to the Company of such Company Intellectual Property; (5) the Company
has the sole and exclusive right to (x) grant licenses to third parties under the Company Intellectual Property and (y) bring a claim
or suit against any party for past, present or future infringement of Company Intellectual Property; (6) no employee, officer, director,
contractor or consultant of the Company is in or has ever been in violation, in any material respect, of any term of any employment contract,
patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure agreement
or other restrictive covenant to or with a former employer where the basis of such violation relates to such person’s employment
or engagement, or to actions undertaken by such person while employed or engaged, with the Company; and (7) each current and former employee,
officer, director, contractor and consultant of the Company who was involved in, or who contributed to, the creation or development of
any Company Intellectual Property (A) has executed a customary, valid and effective inventions assignment and confidentiality agreement
with the Company, on or about the respective date of hire, and signed copies of such agreements have been made available to the Agent
and its counsel; and (B) has assigned or agreed to assign to the Company any and all Intellectual Property rights he or she may possess
or may have possessed that are related to the Company’s business as described in the Registration Statement and the Prospectus,
which agreement also waives (to the extent that such waiver is permissible under law) all non-assignable rights (including moral rights)
to such Intellectual Property rights.


 






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(dd) (i) No employee,
officer, director, consultant or contractor has reserved any rights in the Company Intellectual Property rights, in whole or in
part. The Company does not owe any compensation or remuneration to a current or former employee, officer, director, consultant or
contractor in relation to any Company Intellectual Property, including with respect to any patent that is based on an invention of,
or copyright that is based on a work of, any current or former employee, officer, director, consultant or contractor of the Company
which is included in the Company Intellectual Property rights. All agreements (including employment agreements) between any current
or former employee, officer, director, consultant or contractor who has been involved in the conception, design, development,
implementation, improvement or testing (alone or with others) of the Company product or Company Intellectual Property rights, and
the Company includes an express waiver of such employee’s, officer’s, director’s, consultant’s or
contractor’s right to compensation in connection with service inventions under Section 134 of the Israeli Patent Law 1967, as
amended, and any other similar provision under law in the relevant jurisdiction. All current and former employees, consultants and
contractors of the Company that have contributed, in any way, to the conception, design, development, implementation, improvement,
testing or have otherwise contributed to bringing any Company product or Company Intellectual Property rights to market have
executed any and all necessary agreements that would waive, to the extent legally permissible, any right or interest in and to any
royalty or other remuneration provided by local custom, administrative regulation, governmental statute or otherwise (including,
with respect to Israeli employees under Section 134 of the Israeli Patent Law 1967, as amended, and any other applicable law).


 


(ii) The Company takes
commercially reasonable measures to maintain and protect each material item of Company Intellectual Property and to protect the confidentiality
of its trade secrets and other material proprietary information that the Company intends to maintain as trade secrets or confidential
information.


 


(iii) To
the Company’s knowledge, no Governmental Authority, granting agency, university, college, other academic institution or research
center has any ownership or other rights in the Company Intellectual Property. No current or former employee, officer, consultant or contractor
of the Company who was involved in, or who contributed to, the conception, creation, design, or development of any of the Company Intellectual
Property, has performed services for or was an employee of any hospital, university, college, other educational institution, Governmental
Authority, granting agency, or research center while such employee, officer, consultant or contractor was also performing services for
the Company or during the time period in which such employee, officer, consultant or contractor invented, created or developed any Company
Intellectual Property.


 






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(iv) Except as described
in the Registration Statement and the Prospectus, none of the Company products or any products or Company Intellectual Property rights
developed or under development by the Company, directly or indirectly, is based upon, uses or incorporates any Intellectual Property rights
that were developed using funding provided by the IIA or any other Governmental Authority, nor does the IIA or any Governmental Authority
have any ownership interest in or right to restrict the sale, licensing, distribution or transfer of any Company Intellectual Property
rights or Company products.


 


(ee) All patents and
patent applications owned by or licensed to the Company or under which the Company has rights have, to the knowledge of the Company,
been duly and properly filed and maintained; the parties prosecuting such applications have complied with their duty of candor and
disclosure to the USPTO and/or any other relevant patent office in connection with such applications; and the Company is not aware
of any facts required to be disclosed to the USPTO and/or any other relevant patent office that were not disclosed to the USPTO
and/or any other relevant patent office and which would preclude the grant of a patent in connection with any such application or
would reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect
to such applications.


 


(ff) The pre-clinical
studies and clinical trials conducted by, on behalf of or sponsored by the Company or in which the Company’s product
candidates participated were and, if still pending are, being conducted in all material respects in accordance with the experimental
protocols, procedures and controls established for each study and with all applicable local, state and federal laws, rules and
regulations, including, without limitation, the Federal Food, Drug and Cosmetic Act and its applicable implementing regulations at
21 C.F.R. Parts 50, 54, 56, 58, and 312 and the Guidelines for Clinical Trials in Human Subjects implemented pursuant to the Israeli
Public Health Regulations (Clinical Trials in Human Subjects); the descriptions of the results of such studies contained in the
Registration Statement or the Prospectus do not include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
except to the extent disclosed in the Prospectus, the Company is not aware of any studies, the results of which are inconsistent
with or otherwise call into question the study results described or referred to in the Prospectus; the Company and its Subsidiaries
have made all such filings and obtained all such approvals as may be required for the conduct of the studies by the Israeli Ministry
of Health, the Food and Drug Administration of the U.S. Department of Health and Human Services or any committee thereof or from any
other U.S., foreign government or drug or medical device regulatory agency, or health care facility Institutional Review Board
(collectively, the “Regulatory Agencies”), except where the failure to make such filing or obtain such
approval would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; no
investigational new drug application filed by or on behalf of the Company with the U.S. Food and Drug Administration
(“FDA”)has been terminated or suspended by the FDA; neither the Company nor any of its Subsidiaries has
received any notice of, or correspondence from, any Regulatory Agency that it has commenced, or, to the knowledge of the Company,
threatened to initiate, any action to place a hold order on, or otherwise terminate, delay or suspend, any proposed or ongoing
pre-clinical or clinical investigation conducted or proposed to be conducted by or on behalf of the Company.


 






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(gg) The Company has
operated and currently is in compliance with all applicable Health Care Laws (defined herein), including, without limitation, the
rules and regulations of the FDA, the U.S. Department of Health and Human Services Office of Inspector General, the Centers for
Medicare & Medicaid Services, the Office for Civil Rights, the Department of Justice, the Israeli Ministry of Health, or any
other governmental agency or body having jurisdiction over the Company or any of its properties, except for such non-compliance as
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and has not engaged in
activities which are, as applicable, cause for false claims liability, civil penalties, or mandatory or permissive exclusion from
Medicare, Medicaid, or any other state or federal health care program, except for such activities as would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Health Care
Laws” shall mean the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the Physician Payment Sunshine Act (42
U.S.C. § 1320a-7h), the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the criminal False Claims Act (42 U.S.C.
§ 1320a-7b(a)), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286
and 287, and the health care fraud criminal provisions under the Health Insurance Portability and Accountability Act of 1996 (42
U.S.C. §§ 1320d et seq.) (“HIPAA”), the exclusion laws (42 U.S.C. § 1320a-7), the civil
monetary penalties law (42 U.S.C. § 1320a-7a), HIPAA, as amended by the Health Information Technology for Economic and Clinical
Health Act (42 U.S.C. §§ 17921 et seq.), the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.),
Medicare (Title XVIII of the Social Security Act), or Medicaid (Title XIX of the Social Security Act), or the rules and regulations
promulgated in connection with the Health Care Laws, or Israeli or other foreign governmental or regulatory body or authority (each
a “Governmental Authority”). The Company has not received any FDA Form 483, notice of adverse finding,
warning letter, untitled letter or other correspondence or notice from the FDA or any other Governmental Authority alleging or
asserting noncompliance with any Laws applicable to the Company. Additionally, the Company is not a party to nor has any ongoing
reporting obligations pursuant to any corporate integrity agreements, deferred prosecution agreements, monitoring agreements,
consent decrees, settlement orders, plans of correction or similar agreements with or imposed by any Governmental Authority. Neither
the Company, nor, to the knowledge of the Company, any of its respective employees, officers or directors has been excluded,
suspended or debarred from participation in any U.S. federal health care program or human clinical research or, is subject to a
governmental inquiry, investigation, proceeding, or other similar action that would reasonably be expected to result in debarment,
suspension, or exclusion.


 


(hh) The Company possesses
all such permits, certificates, licenses, approvals, clearances, exemptions, registrations, consents and other authorizations
(collectively, “Permits”) issued by the appropriate Governmental Authorities, including without
limitation, all such Permits required by Israeli authorities and by the FDA or any component thereof and/or by any other U.S.,
state, local or foreign government or drug regulatory agency, necessary to conduct the businesses now operated by it, except where
the failure to possess such Permit would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect; the Company is in compliance with the terms and conditions of all such Permits, except where the failure to comply would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all of the Permits are valid
and in full force and effect; the Company has fulfilled and performed all of its obligations with respect to the Permits, except
where such non-fulfillment and non-performance would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time
would allow, revocation or termination thereof or results in any other impairment of the rights of the holder of any Permit, except
where such impairment would not, individually or in the aggregate, reasonably be expected to a Material Adverse Effect; the Company
has not received notice of proceedings relating to the revocation or modification of any such Permits, except where such proceeding
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and to the knowledge of the
Company, no Governmental Authority granting any such Permit has taken any action to limit, suspend or revoke the same in any
respect, except where such action would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 






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(ii) Each
of the Company and its Subsidiaries have filed all federal, state, local and foreign income and franchise tax returns required to be filed
through the date hereof, subject to permitted extensions, have paid all such taxes due (except where the failure to file or pay would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and no material tax deficiency has been
determined adversely to the Company. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty
or assessment which has been or might be asserted or threatened against it which would have a Material Adverse Effect.


 


(jj) Each of the Company
and its Subsidiaries have insurance covering its properties, operations, personnel and businesses, including, but not limited to, business
interruption insurance, policies covering real and personal property owned or leased by the Company and its Subsidiaries against theft,
damage, destruction, acts of vandalism and earthquakes and policies covering the Company and its Subsidiaries for clinical trial liability
claims, which insurance insures against such risks and is in such amounts as are, in the Company’s reasonable judgment, commercially
reasonable for the conduct of its business; and the Company has not (i) received written notice from any insurer or agent of such insurer
that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason
to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business.


 


(kk) The Company (i) is in
compliance with all, and has not violated any, laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other
legal requirements of any Governmental Authority, including without limitation any international, national, state, provincial,
regional, or local authority, relating to the protection of human health or safety, the environment, or natural resources, or to
hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to
the Company, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations
and approvals required by Environmental Laws to conduct its business, and (ii) has not received written notice of any actual or
alleged violation of Environmental Laws, or of any potential liability for or other obligation concerning the presence, disposal or
release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of (i) and (ii) where the failure
to comply or the potential liability or obligation would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, (A) there are no proceedings that are
pending against the Company under Environmental Laws in which a Governmental Authority is also a party and (B) the Company is not
aware of any non-compliance with Environmental Laws, or liabilities under Environmental Laws, which would reasonably be expected to
have a Material Adverse Effect.


 






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(ll) Except as would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) each “employee benefit plan”
within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or
not subject to ERISA, for which the Company or any member of its “Controlled Group” (defined as any organization which is
a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the
“Code”)) would have any liability (each a “Plan”) has been maintained in compliance
with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) neither
the Company nor any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA
in respect of a Plan (including a “multiemployer plan,” within the meaning of Section 4001(c)(3) of ERISA); (iii) each Plan
that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure
to act, which would cause the loss of such qualification; (iv) there is no pending audit or investigation by the Internal Revenue Service,
the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency with respect to any Plan that
would reasonably be expected to result in material liability to the Company; and (v) the Company has not incurred any liability for any
prohibited transaction, the failure of any Plan to meet the minimum funding standards required by law, including by ERISA or the Code,
or any complete or partial withdrawal liability with respect to any Plan.


 


(mm) No labor dispute with
the employees of the Company or, to the knowledge of the Company, is threatened, and the Company is not aware of any existing or
threatened labor disturbance by the employees of any of its principal suppliers, manufacturers, customers or contractors that,
individually or in the aggregate, would reasonably be expected to result in a material liability to the Company.


 


(nn) Neither the Company
nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of the contracts
or agreements referred to or described in the Prospectus or any Issuer Free Writing Prospectus, or referred to or described in, or filed
as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its
Subsidiaries or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal
has not been rescinded as of the date hereof.


 


(oo) The
Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in stabilization
or manipulation of the price of the Placement Shares or of any “reference security” (as defined in Rule 100 of Regulation
M under the Exchange Act (“Regulation M”)) with respect to the Placement Shares, whether to facilitate the sale
or resale of the Placement Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M. In addition,
the Company has not engaged in any form of solicitation, advertising or other action constituting an offer or a sale under the Israeli
Securities Law and the regulations promulgated thereunder in connection with the transactions contemplated hereby, which would require
the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.


 






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(pp) There is and has been
no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in
all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.
Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive
officer of the Company and each former principal financial officer of the Company as applicable) has made all certifications
required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other
documents required to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal
executive officer” and “principal financial officer” shall have the meanings given to such terms in the
Sarbanes-Oxley Act.


 


(qq) There are no business
relationships or related-party transactions involving the Company or any other person required to be described in the Registration
Statement or the Prospectus that have not been described as required.


 


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


 


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


 


(tt) Except as provided by
laws or statutes generally applicable to transactions of the type described in this Agreement, neither the Company nor any of its
respective properties, assets or revenues has any right of immunity under the laws of New York or United States law, from any legal
action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or
counterclaim, from the jurisdiction of any New York or United States federal court, from service of process, attachment upon or
prior judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities
or any other matter under or arising out of or in connection with this Agreement. To the extent that the Company or any of its
respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court
in which proceedings may at any time be commenced, the Company waives or will waive such right to the extent permitted by law and
has consented to such relief and enforcement as provided in this Agreement.


 






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(uu) Each financial or
operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities Act or Section
21E of the Exchange Act) contained in the Registration Statement or the Prospectus (i) was so included by the Company in good faith
and with reasonable basis after due consideration by the Company of the underlying assumptions, estimates and other applicable facts
and circumstances and (ii) is accompanied by meaningful cautionary statements identifying those factors that would reasonably be
expected to cause actual results to differ materially from those in such forward-looking statement. No such statement was made with
the knowledge of an executive officer or director of the Company that it was false or misleading.


 


(vv) The Company is in
material compliance with all conditions and requirements stipulated (A) by any instruments of approval, granted to it by the IIA, or
the Law for Encouragement of Industrial Research and Development, 5744-1984, with respect to any research and development grants or
benefits given to the Company by the IIA and (B) with respect to any instrument of approval granted to it by the Investment Center
of the Ministry of Industry, Trade and Labor of the State of Israel with respect to grants or benefits given to the Company. The
Company has not received any notice denying, revoking or modifying any beneficial tax status with respect to any of the
Company’s facilities or operations or with respect to any grants or benefits from the IIA or the Investment Center (including,
in all such cases, notice of proceedings or investigations related thereto). All information supplied by the Company with respect to
the applications or notifications relating to such status, grants and benefits from the IIA and/or the Investment Center was true,
correct and complete in all material respects when supplied to the appropriate authorities.


 


(ww) The Company has
validly appointed PolyPid Inc., The Atrium at 47 Maple Street, Suite 302A, Summit, NJ 07901, as its authorized agent for service of
process in the United States.


 


(xx) Neither
the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.


 


(yy) No transaction, stamp
or other issuance or transfer taxes or similar taxes or duties are payable in Israel, and assuming that the Agent is not otherwise
subject to taxation in Israel due to Israeli tax residence or the existence of a permanent establishment in Israel, no capital gain,
income, transfer, withholding or other tax or duty is payable in the State of Israel by or on behalf of the Agent to any taxing
authority thereof or therein in connection with (i) the issuance, sale and delivery of the Placement Shares by the Company;
(ii) the holding or transfer of the Placement Shares; or (iii) the execution and delivery of, and the consummation of the
transactions contemplated by this Agreement or any other document to be furnished hereunder. On each Settlement Date, all share
transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the
Placement Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing
such taxes will be or will have been fully complied with.


 






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(zz) The Company and/or
its Subsidiaries are in material compliance with the Israeli Securities Law. Without derogating from the foregoing, (i) the Company
has not engaged in any form of solicitation, advertising or any other action constituting an offer of securities under the Israeli
Securities Law in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in
the State of Israel under the laws of the State of Israel; and (ii)  the Company did not, during each of
(i) the 12-month period preceding the date on which the Registration Statement was filed with the Commission, and
(ii) the 12-month period preceding the date hereof, offer or sell securities of the Company to any offerees in Israel that
would be counted towards the number of offerees to whom offers or sales of securities may have been made pursuant to the provisions
of Section 15A(a)(1) of the Israeli Securities Law and therefore Placement Shares may be offered and sold to up to
35 Non-Accredited Israeli Investors (as defined in Section 7(t) below). All corporate approvals on the part of the
Company, including under Chapter 5 of Part VI of the Israeli Companies Law 5759-1999, for the offer or sale of offered shares and
the transactions contemplated hereby have been obtained.


 


(aaa) No proceedings have
been instituted in the State of Israel for the dissolution of the Company.


 


(bbb) All obligations of
the Company to provide statutory severance pay to all its currently engaged employees in Israel (“Israeli Employees”)
are in accordance with Section 14 of the Israeli Severance Pay Law (5723-1963) (the “Severance Pay Law”) and
are fully funded or are accrued on the financial statements, and all such employees have been subject to the provisions of Section 14
of the Severance Pay Law with respect to their entire salary, as defined under the Severance Pay Law from the date of commencement of
their employment with the Company, and the Company has been in full compliance with the technical and substantive requirements for a Section
14 Arrangement with respect to severance pay with respect to 100% of such salary for which severance pay is due under the Severance Pay
Law; and all amounts that the Company is required by contract or applicable law either (A) to deduct from Israeli Employees’ salaries
or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, advance study fund or other
similar funds or (B) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Israeli Governmental Authority
as required by applicable Israeli tax Law, have, in each case, been duly deducted, transferred, withheld and paid, and the Company has
no outstanding obligation to make any such deduction, transfer, withholding or payment.


 


(ccc) All payments
(including the issuance of Placement Shares pursuant to this Agreement) to be made by or on behalf of the Company under this
Agreement and, except as disclosed in the Registration Statement and the Prospectus, all dividends and other distributions declared
and payable on the Placement Shares may, under the current laws and regulations of Israel, be paid in United States dollars that may
be converted into another currency and freely transferred out of Israel, and all payments referred to in this Section 6(ccc) will
not be subject to withholding or other taxes under the current laws and regulations of Israel (except with regard to dividends and
other distributions declared and payable on the Placement Shares), and are otherwise payable free and clear of any other tax,
withholding or deduction in Israel and without the necessity of obtaining any governmental authorization in Israel.


 






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(ddd) The Company and its
Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications,
and databases (collectively, “IT Systems”) are adequate for, and Company and its Subsidiaries have taken all
commercially reasonable technical and organizational measures necessary to protect information technology and Personal Data (as defined
below) used in connection with, the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear
of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have
implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their confidential
information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including “personal data”
as defined by the EU General Data Protection Regulations (EU 2016 679) and any personal, personally identifiable, household, sensitive,
confidential or regulated data (“Personal Data”)) used in connection with their businesses, except to the extent
that a failure to do so could not reasonably be expected to have a Material Adverse Effect, and, there have been no breaches, violations,
outages or unauthorized uses of or accesses to any IT System or Personal Data used in connection with the operation of the Company’s
and its Subsidiaries’ businesses, except where such breach, violation, outage or unauthorized use would not reasonably be expected
to have a Material Adverse Effect. The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies
and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems
and Personal Data from unauthorized use, access, misappropriation or modification.


 


(eee) The Company and each
of its Subsidiaries are, and at all prior times were, in material compliance with all applicable data privacy and security laws,
statutes, judgements, orders, rules and regulations of any court or arbitrator or any other governmental or regulatory authority and
all applicable laws regarding the collection, use, transfer, export, storage, protection, disposal or disclosure by the Company and
its Subsidiaries of Personal Data collected from or provided by third parties. (collectively, the “Privacy
Laws”). The Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to
(i) ensure compliance with its privacy policies, all third-party obligations and industry standards regarding Personal Data; and
(ii) reasonably protect the security and confidentiality of all Personal Data (collectively, the
“Policies”). At all times since inception, the Company has provided notice of its privacy policy on its
websites, which provides accurate and sufficient notice of Company’s then-current privacy practices relating to its subject matter
and such privacy policies do not contain any material omissions of the Company’s then-current privacy practices. None of such
disclosures made or contained in the privacy policies have been inaccurate, misleading, deceptive or in violation of any Privacy
Laws or Policies in any material respect. To the knowledge of the Company, the execution, delivery and performance of this Agreement
or any other agreement referred to in this Agreement will not result in a breach of violation of any Privacy Laws or Policies.
Neither the Company nor any Subsidiary has received notice of any actual or potential liability under or relating to, or actual or
potential violation of, any of the Privacy Laws and is unaware of any other facts that, individually or in the aggregate, would
reasonably indicate non-compliance with any Privacy Laws or Policies. To the Company’s knowledge, there is no action, suit or
proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with
Privacy Laws or Policies.


 






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(fff) The subsidiaries set
forth on Schedule 4 (collectively, the “Subsidiaries”), are the Company’s only significant
subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission). Except as set forth in the
Registration Statement and in the Prospectus, the Company owns, directly or indirectly, all of the equity interests of the
Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and
all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar
rights. No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any
other distribution on such Subsidiary’s share capital, from repaying to the Company any loans or advances to such Subsidiary
from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of
the Company.


 


(ggg) Except as set forth
in the Registration Statement and the Prospectus, (i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated
under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to
issue or sell to such Person any Ordinary Shares or shares of any other share capital or other securities of the Company, (ii) no
Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights (whether pursuant to
a “poison pill” provision or otherwise) to purchase any Ordinary Shares or shares of any other share capital or other securities
of the Company, (iii)  no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with
the offer and sale of the Ordinary Shares, and (iv) no Person has the right, contractual or otherwise, to require the Company to
register under the Securities Act any Ordinary Shares or shares of any other share capital or other securities of the Company, or to include
any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing
or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise.


 


(hhh) At the time the
Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report
on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form F-3
under the Securities Act, including, but not limited to, General Instruction I.B.1/I.B.5 of Form F-3. The aggregate market
value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by
persons other than affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or
more intermediaries, control, or are controlled by, or are under common control with, the Company)  (the
“Non-Affiliate Shares”), was equal to or greater than $75.0 million  (calculated by multiplying (x)
the highest price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement
times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act)
and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time
previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form F-3) with the Commission at least 12
calendar months previously reflecting its status as an entity that is not a shell company.


 


(iii) Neither
the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or
more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. The Company has not filed
a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 20-F, indicating that
it (i) has failed to pay any dividend or sinking fund installment on preferred shares or (ii) has defaulted on any installment
on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate,
would have a Material Adverse Effect.


 






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(jjj) Neither the Company
nor any of the Subsidiaries (i) is required to register as a “broker” or “dealer” in accordance with the
provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person
associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).


 


(kkk) The Company has not
relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection with the offering and sale
of the Placement Shares.


 


(lll) There are no
transactions, arrangements and other relationships between and/or among the Company, and/or any of its affiliates and any
unconsolidated entity, including, but not limited to, any structural finance, special purpose or limited purpose entity (each, an
“Off-Balance Sheet Transaction”) that could reasonably be expected to affect materially the
Company’s liquidity or the availability of or requirements for its capital resources, including those Off-Balance Sheet
Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions
and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been
described as required.


 


(mmm) The Company is not
a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.


 


(nnn) The Company
acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent permitted under the Securities Act and
the Exchange Act, purchase and sell Ordinary Shares for its own account while this Agreement is in effect, provided, that
(i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent the Agent may engage
in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar
capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the
Agent.


 


(ooo) Neither
the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the Company as described in the
Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or
any other regulation of such Board of Governors.


 


(ppp) Each Issuer Free
Writing Prospectus, as of its issue date and as of each Applicable Time (as defined in Section 23 below), did not, does not
and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration
Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or
modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and
in conformity with written information furnished to the Company by the Agent specifically for use therein.


 






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Any certificate signed by
an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall
be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.


 


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


 


(a) Registration
Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares
is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agent promptly of the time when any
subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission
and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any
amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare
and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or
Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement
Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company
of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the
Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure to
make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company
will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible
into the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and
the Agent has not objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve
the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties
made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the
failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the
Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration
Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company will cause each amendment or supplement
to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act
or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange
Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this
Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).


 






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


 


(c) Delivery
of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required to be delivered
by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such
requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), the Company will comply with all requirements
imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports
and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration
Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the provisions of and make all requisite
filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly of all such filings. If during such period any
event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading,
or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities
Act, the Company will promptly notify the Agent to suspend the offering of Placement Shares during such period and the Company will promptly
amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission
or effect such compliance.


 


(d) Listing
of Placement Shares. Prior to the date of the first Placement Notice, the Company will use its reasonable best efforts to cause the
Placement Shares to be listed on the Exchange.


 


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


 




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


 


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


 


(h) Notice
of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell,
contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant
to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire,
Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement
Notice is delivered to the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement
Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended
prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly
or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any
option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered pursuant to this Agreement) or securities
convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the sixtieth
(60th) day immediately following the termination of this Agreement; provided, however, that such restrictions
will not be required in connection with the Company’s issuance or sale of (i) Ordinary Shares, options to purchase Ordinary
Shares or Ordinary Shares issuable upon the exercise of options, pursuant to any employee or director share option or benefits plan, share
ownership plan or dividend reinvestment plan (but not Ordinary Shares subject to a waiver to exceed plan limits in its dividend reinvestment
plan) of the Company whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon conversion of securities
or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR
or otherwise in writing to the Agent and (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration
for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of this Agreement which are not
issued solely for capital raising purposes and (iv) Shares or securities convertible into or exchangeable for Shares as consideration
for research, collaboration, technology license, development, marketing or other similar agreements or strategic partnerships.


 


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


 


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


 




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(k) Required
Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall require, the
Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities
Act, which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through the Agent, the
Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such Placement Shares, and (ii) deliver
such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required
by the rules or regulations of such exchange or market.


 


(l) Representation
Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company:


 


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


 


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


 


(iii) furnishes its
quarterly results of operations on Form 6-K under the Exchange Act; or


 


(iv) furnishes a current
report on Form 6-K containing amended financial information under the Exchange Act that is incorporated by reference to the Registration
Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation
Date”);


 


the Company shall furnish the
Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is
material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l), modified, as necessary,
to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under
this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall
continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for
such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing,
if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not
provide the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of
Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate
in the form attached hereto as Exhibit 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.


 




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(m) Legal
Opinions. (1) Prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation Date with
respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable and
excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion (which, in the case of the
opinion of Sullivan & Worcester LLP, shall contain negative assurances) of each of (a) Sullivan & Worcester LLP, (b) Sullivan
& Worcester Tel-Aviv (Har-Even & Co.) and (c) Greenberg Traurig, LLP, or other counsel satisfactory to the Agent, in form and
substance satisfactory to the Agent and its counsel, substantially similar to the forms previously provided to the Agent and its counsel,
modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however,
the Company shall be required to furnish to the Agent no more than one opinion of each firm hereunder per calendar quarter; provided,
further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with
a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered under this
Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall
be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).


 


(n) Comfort
Letter. (1) Prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation Date with
respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable and
excluding the date of this Agreement, the Company shall cause its independent registered public accounting firm to furnish the Agent letters
(the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set
forth in this Section 7(n); provided, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished
to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of
the Company’s financial statements. The Comfort Letter from the Company’s independent registered public accounting firm shall
be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within
the meaning of the Securities Act and the PCAOB, (ii) stating, as of such date, the conclusions and findings of such firm with respect
to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters
in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii)
updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given
on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the
date of such letter.


 


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


 


(p) Investment
Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor any of its Subsidiaries
will be or become, at any time prior to the termination of this Agreement, required to register as an “investment company,”
as such term is defined in the Investment Company Act.


 






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


 


(r) Blue
Sky and Other Qualifications.  The Company will use its commercially reasonable efforts, in cooperation with the Agent, to
qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the
applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such
qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less
than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general
consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not
so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports
as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so
long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).


 


(s) Sarbanes-Oxley
Act. The Company and the Subsidiaries will maintain and keep accurate books and records reflecting their assets and maintain internal
accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s
consolidated financial statements in accordance with GAAP, (iii) that receipts and expenditures of the Company are being made only
in accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have
a material effect on its financial statements. The Company and the Subsidiaries will maintain such controls and other procedures, including,
without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are
designed to ensure that information required to be disclosed by the Company in the reports that 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, including,
without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal
executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure and to ensure that material information relating to the Company or the Subsidiaries is made known to them by others
within those entities, particularly during the period in which such periodic reports are being prepared.


 




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(t) Israeli
Investors. The Company acknowledges, understands and agrees that the Placement Shares may be offered and sold in Israel only through
the Agent and only to (i) such Israeli investors listed in the First Addendum to the Israeli Securities Law (the “Addendum”)
and who submit written confirmation to the Agent and the Company that such investor (A) falls within the scope of the Addendum, is aware
of the meaning of same and agrees to it and (B) is acquiring the Placement Shares for investment for its own account or, if applicable,
for investment for clients who are investors listed in the Addendum and in any event not as a nominee, market maker or agent and not with
a view to, or for the resale in connection with, any distribution thereof (“Israeli Accredited Investors”) and
(ii) such number of offerees in Israel who are not Israeli Accredited Investors (“Non-Accredited Israeli Investors”)
that does not exceed 35. It is hereby acknowledged and agreed by the Company that any offer or sale of Placement Shares to Non-Accredited
Israeli Investors through the Agent will be made in reliance on the representation and warranty of the Company in Section 6(zz) above.


 


(u) Secretary’s
Certificate; Further Documentation. Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate
of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the
Articles of Association of the Company, (ii) any other organizational documents of the Company, (iii) the resolutions of the Board of
Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares
and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement.
Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates
and documents as the Agent may reasonably request.


 


(v) Emerging
Growth Company Status. The Company will promptly notify the Agent if the Company ceases to be an Emerging Growth Company at any time
during the term of this Agreement.


 


8. Payment
of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the
preparation and filing of the Registration Statement, including any fees required by the Commission, and the printing or electronic delivery
of the Prospectus as originally filed and of each amendment and supplement thereto, in such number as the Agent shall deem necessary,
(ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering,
purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if
any, for the Placement Shares to the Agent, including any share or other transfer taxes and any capital duties, stamp duties or other
duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements
of the counsel, accountants and other advisors to the Company, (v) the fees and expenses of Agent including but not limited to the
fees and expenses of the counsel to the Agent, payable upon the execution of this Agreement, in an amount not to exceed $50,000, (vi) the
qualification or exemption of the Placement Shares under state securities laws in accordance with the provisions of Section 7(r)
hereof, including filing fees, but excluding fees of the Agent’s counsel, (vii) the printing and delivery to the Agent of copies
of any Permitted Free Writing Prospectus (as defined below) and the Prospectus and any amendments or supplements thereto in such number
as the Agent shall deem necessary, (viii) the preparation, printing and delivery to the Agent of copies of the blue sky survey, (ix) the
fees and expenses of the transfer agent and registrar for the Ordinary Shares, (x) the filing and other fees incident to any review
by FINRA of the terms of the sale of the Placement Shares including the fees of the Agent’s counsel (subject to the cap, set forth
in clause (v) above), and (xi) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.


 




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


 


(a) Registration
Statement Effective. The Registration Statement shall have become effective and shall be available for the (i) resale of all
Placement Shares issued to the Agent and not yet sold by the Agent and (ii) sale of all Placement Shares contemplated to be issued by
any Placement Notice.


 


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


 


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


 




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


 


(e) Legal
Opinions. The Agent shall have received the opinions of Company Counsels required to be delivered pursuant to Section 7(m)
on or before the date on which such delivery of such opinions is required pursuant to Section 7(m).


 


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


 


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


 


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


 


(i) Other
Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company shall
have furnished to the Agent such appropriate further information, opinions, certificates, letters and other documents as the Agent may
reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.


 


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


 


(k) Approval
for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice of issuance,
or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the issuance
of any Placement Notice and the Exchange shall have reviewed such application and not provided any objections thereto.


 


(l) FINRA.
If applicable, FINRA shall have raised no objection to the terms of this offering and the amount of compensation allowable or payable
to the Agent as described in the Prospectus.


 




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


 


10. Indemnification
and Contribution.


 


(a) Company
Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members,
directors, officers, employees and agents and each person, if any, who controls the Agent or any affiliate within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act as follows:


 


(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus
or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided
that (subject to Section 10(d) below) any such settlement is effected with the written consent of the Company, which consent
shall not unreasonably be delayed or withheld; and


 


(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a
party), to the extent that any such expense is not paid under (i) or (ii) above,


 


provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Agent Information
(as defined below).


 


(b) Agent
Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed
the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in
Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or any Issuer
Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent
and furnished to the Company in writing by the Agent expressly for use therein. The Company hereby acknowledges that the only information
that the Agent has furnished to the Company expressly for use in the Registration Statement, the Prospectus or any Issuer Free Writing
Prospectus (or any amendment or supplement thereto) are the statements set forth in the seventh and eighth paragraphs under the caption
“Plan of Distribution” in the Prospectus (the “Agent Information”).


 




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(c) Procedure.
Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after receipt of written notice
of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under
this Section 10, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served,
but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might
have to any indemnified party otherwise than under this Section 10 and (ii) any liability that it may have to any indemnified
party under the foregoing provision of this Section 10 unless, and only to the extent that, such omission results in the forfeiture
of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies
the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects
by delivering written notice to the indemnified party promptly after receiving written notice of the commencement of the action from the
indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably
satisfactory to the indemnified party, and after written notice from the indemnifying party to the indemnified party of its election to
assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided
below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense.
The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such
counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized
in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there
may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying
party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on
behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action
or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving written notice of
the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more
than one separate firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all such indemnified party or
parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An
indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No
indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of
any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 10 (whether
or not any indemnified party is a party thereto), unless such settlement, compromise or consent (1) includes an express and unconditional
release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising
out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.


 




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(d) Settlement
Without Consent if Failure to Reimburse.  If an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement
of the nature contemplated by Section 10(a)(ii) effected without its written consent if (1) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid request, (2) such indemnifying party shall have
received written notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (3) such
indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.


 


(e) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of this Section 10 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from
the Company or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted) to which the Company and the Agent may be subject in such proportion as shall be appropriate
to reflect the relative benefits received by the Company on the one hand and the Agent on the other hand. The relative benefits received
by the Company on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total net proceeds
from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by the
Agent from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is
not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only
the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Agent,
on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action
in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company or the Agent, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agent agree that
it would not be just and equitable if contributions pursuant to this Section 10(e) were to be determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid
or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred
to above in this Section 10(e) shall be deemed to include, for the purpose of this Section 10(e), any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent
with Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section 10(e), the Agent shall not be required
to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 10(e), any person who controls a party to this Agreement within
the meaning of the Securities Act, any affiliates of the Agent and any officers, directors, partners, employees or agents of the Agent
or any of its affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer of
the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the
provisions hereof. Any party entitled to contribution, promptly after receipt of written notice of commencement of any action against
such party in respect of which a claim for contribution may be made under this Section 10(e), will notify any such party or parties
from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may
be sought from any other obligation it or they may have under this Section 10(e) except to the extent that the failure to so notify
such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a
settlement entered into pursuant to the last sentence of Section 10(c) hereof, no party will be liable for contribution with respect
to any action or claim settled without its written consent if such consent is required pursuant to Section 10(c) hereof.


 




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


 


12. Termination.


 


(a) The
Agent may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been,
since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any change, or any
development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings,
results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary
course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical
or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred
any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities
or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable
or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the
Ordinary Shares has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended
or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company
on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements
or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared
by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except
that the provisions of Section 8 (Payment of Expenses), Section 10 (Indemnification and Contribution), Section 11
(Representations and Agreements to Survive Delivery), Section 17 (Governing Law and Time; Waiver of Jury Trial) and Section
18 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to
terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in
Section 13 (Notices).


 




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(b) The
Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party
except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall
remain in full force and effect notwithstanding such termination.


 


(c) The
Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion
at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that
the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain
in full force and effect notwithstanding such termination.


 


(d) This
Agreement shall remain in full force and effect until the sale of the Placement Shares covered by the Prospectus Supplement, or unless
terminated pursuant to Sections 12(a), (b), or (c) above or otherwise by mutual agreement of the parties; provided,
however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section
10, Section 11, Section 17 and Section 18 shall remain in full force and effect.


 


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


 


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


 


Cantor Fitzgerald &
Co.


499 Park Avenue


New York, NY 10022


	Attention:	Capital Markets
	Facsimile:	(212) 307-3730



 




    -38-


     


    

 


and:


 


Cantor Fitzgerald &
Co.


499 Park Avenue


New York, NY 10022


	Attention:	General
Counsel
	Facsimile:	(212)
829-4708



 


with a copy to:


 


Latham & Watkins
LLP


12670 High Bluff
Drive


San Diego, CA 92130


	Attention:	Michael
E. Sullivan, Esq.
	Email:	michael.sullivan@lw.com
	Facsimile:	(858)
523-5450



 


and if to the Company,
shall be delivered to:


 


PolyPid Ltd.


18 Hasivim Street


Petach Tikva 4959376,
Israel


	Attention:	Dikla Czaczkes
Akselbrad
	Email:	Dikla.C@polypid.com



 


and:


 


PolyPid Ltd.


18 Hasivim Street


Petach Tikva 4959376,
Israel


	Attention:	General
Counsel
	Email:	Yechiam.C@Polypid.com






 


with a copy to:


 


Sullivan & Worcester
LLP


1633 Broadway


New York, NY 10019


	Attention:	Oded Har-Even
	Email:	ohareven@sullivanlaw.com
	Facsimile:	(212)
660-3001



 




    -39-


     


    

 


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


 


An electronic communication
(“Electronic Notice”) shall be deemed written notice for purposes of this Section 13 if sent to the electronic
mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending
Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall
be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be
sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.


 


14. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective successors
and the parties referred to in Section 10 hereof. References to any of the parties contained in this Agreement shall be deemed to include
the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under
this Agreement without the prior written consent of the other party; provided, however, that the Agent may assign its rights
and obligations hereunder to an affiliate thereof without obtaining the Company’s consent.


 


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


 


16. Entire
Agreement; Amendment; Severability; Waiver. This Agreement (including all schedules and exhibits attached hereto and Placement Notices
issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,
both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may
be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent
jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable,
and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision
was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof
shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the
absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power, or privilege hereunder.


 




    -40-


     


    

 


17. GOVERNING
LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


18. CONSENT
TO JURISDICTION. 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 (THE “SPECIFIED COURTS”), FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE
PROCESS IN ANY MANNER PERMITTED BY LAW.


 


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


 


20. Construction.
The section and exhibit headings herein are for convenience only and shall not affect the construction hereof. References herein
to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer to
such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented
or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.


 




    -41-


     


    

 


21. Permitted
Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent,
and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company, it has not made and will
not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute
a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing
prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing
Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus
as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements
of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending
and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21
hereto are Permitted Free Writing Prospectuses.


 


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


 


(a) the
Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction
contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company
or any of its respective affiliates, shareholders (or other equity holders), creditors or employees or any other party, on the one hand,
and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with
respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;


 


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


 


(c) neither
the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated
by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;


 


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


 


(e) it
waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary duty
or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent and
its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary
duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of
Company.


 


23. Definitions.
As used in this Agreement, the following terms have the respective meanings set forth below:


 


“Applicable Time”
means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement and (iii) each Settlement
Date.


 




    -42-


     


    

 


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


 


“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement
Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written
communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is
exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that
does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be
filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act Regulations.


 


“Rule 164,”
“Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,”
“Rule 424(b),” “Rule 430B,” and “Rule 433”
refer to such rules under the Securities Act Regulations.


 


All references in this Agreement
to financial statements and schedules and other information that is “contained,” “included” or “stated”
in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus,
as the case may be.


 


All references in this Agreement
to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy
filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer
Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include
the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the
Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with
any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.


 


[Signature Page Follows]


 




    -43-


     


    

 


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


 


	 	Very truly yours,
	 	 
	 	
    POLYPID LTD.

	 	 
	 	By:	/s/ Amir Weisberg

	 	 	Name: Amir Weisberg
	 	 	Title: Chief Executive Officer


 


	 	ACCEPTED as of the date
first-above written:
	 	 
	 	
    CANTOR FITZGERALD & CO.

	 	 
	 	By:	/s/ Sage Kelly
	 	 	Name: Sage Kelly
	 	 	Title: Global Head of Investment Banking


 




     


     


    

 


SCHEDULE 1


 





 



 


Form of Placement Notice


 


 






 


	 	From: 	PolyPid Ltd.
	 	 	 
		To:	Cantor Fitzgerald & Co.

Attention: [●]
	 	 	 
	 	Subject:	Placement Notice
	 	 	 
	 	Date:	[●], 202[●]
	 	 	 
	 	Ladies and Gentlemen:



 


Pursuant to the terms
and subject to the conditions contained in the Sales Agreement between PolyPid Ltd., a company organized under the laws of the State
of Israel (the “Company”), and Cantor Fitzgerald & Co. (“Agent”), dated July
2, 2021, the Company hereby requests that the Agent sell up to [●] of the Company’s ordinary shares, no par value, at a minimum
market price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time].


 




     


     


    

 


SCHEDULE 2


 





 



 


Compensation


 





 



 


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


 




     


     


    

 


SCHEDULE 3


 





 



 


Notice Parties


 





 



 


The Company


 


Amir Weisberg (amir.w@polypid.com)


 


Dikla Czaczkes Akselbrad (dikla.c@polypid.com)


 


Yechiam Cohen (yechiam.c@polypid.com)


 


Jonny Missulawin (jonny.m@polypid.com)


 


Orna Blum (orna.b@polypid.com)


 


The Agent


 


Sameer Vasudev (svasudev@cantor.com)


 


With copies to:


 


CFControlledEquityOffering@cantor.com


 




     


     


    

 


SCHEDULE 4


 





 



 


Subsidiaries


 





 



 


Incorporated by reference to Exhibit 8 of the Company’s
most recently filed Form 20-F.


 




     


     


    

 


Form of Representation Date
Certificate Pursuant to Section 7(l)


 


The undersigned, the duly qualified and elected
[●], of PolyPid Ltd., a company organized under the laws of the State of Israel (the “Company”), does hereby certify
in such capacity and on behalf of the Company, pursuant to Section 7(l) of the Sales Agreement, dated July 2, 2021 (the “Sales
Agreement”), between the Company and Cantor Fitzgerald & Co., that to the best of the knowledge of the undersigned:


 


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


 


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


 


Capitalized terms used herein
without definition shall have the meanings given to such terms in the Sales Agreement.


 


	 	POLYPID LTD.



	 	 
	 	By:	      
	 	Name: 	 
	 	Title:	 


 


Date: [●]


 




     


     


    

 


Exhibit 21


 


Permitted Free Writing Prospectus


 


None.