Exhibit 10.1


 


Execution
Version


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of July 26, 2021, between BiomX Inc., a Delaware corporation (the “Company”),
and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”
and collectively the “Purchasers”).


 


WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended
(the “Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly,
desires to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


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


 


ARTICLE I.

DEFINITIONS


 


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


 


“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.


 


“Affiliate”
shall have the meaning set forth in Rule 405 under the Act.


 


“Base Prospectus”
shall mean the prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Date.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended, and applicable regulations promulgated thereunder.


 


“Closing”
shall mean the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Date” shall mean the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd)
Trading Day following the date hereof.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall mean the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


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


 


“Company
Counsel” shall mean Sullivan & Worcester LLP, with offices located at One Post Office Square, Boston, MA 02109.


 


“Company
IP Counsel” shall mean Ehrlich & Fenster, with offices located at 11 Menachem Begin Road,15th Floor, Ramat Gan, Israel,
5268104.


 


“Company
Israeli Counsel” shall mean Gornitzky & Co., with offices located at 20 Haharash St., Tel Aviv, Israel 6761310.


 


“Cooley”
shall mean Cooley LLP, with offices located at 55 Hudson Yards, New York, New York 10001.


 




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“Effective
Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became
or become effective.


 


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


 


“Execution
Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.


 


“Final
Prospectus Supplement” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule
424(b) after the Execution Time, together with the Base Prospectus.


 


“Initial
Sale Time” shall mean 8 a.m. (Eastern time) on the date of this Agreement.


 


“Per Share
Purchase Price” equals $4.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement. Subject to NYSE American rules, certain
directors and executive officers of the Company may pay a greater per share price.


 


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


 


“Placement
Agent Agreement” shall mean the placement agent agreement of even date herewith between the Company and the Placement Agents.


 


“Placement
Agents” shall mean Cantor Fitzgerald & Co. and Chardan Capital Markets, LLC.


 


“Pricing
Disclosure Package” shall mean (i) the Base Prospectus, and (ii) the pricing information set forth in Exhibit B hereto.


 


“Prospectus
Delivery Period” shall mean such period of time after the first date of the public offering of the Securities as in the opinion
of counsel for the Placement Agents a prospectus for the Securities is required by law to be delivered (whether physically or through
compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of Shares by any Placement Agent or
dealer.


 


“Registration
Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements,
as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date,
shall also mean such registration statement as so amended.


 


“Rule 158”,
“Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule
415”, “Rule 424”, “Rule 433”, “Rule 456” and “Rule 457”
refer to such rules under the Act.


 


“Securities”
shall mean the Shares, the Warrants and the Warrant Shares.


 


“Shares”
shall mean the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


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


 


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


 


“Subsidiary”
shall have the meaning set forth in Rule 405 under the Act.


 


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


 


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


 




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“Transaction
Documents” shall mean this Agreement, the Warrants, and all exhibits and schedules thereto and hereto.


 


“Transfer
Agent” shall mean Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing
address of 1 State Street, 30th Floor, New York, New York 10004, and any successor transfer agent of the Company.


 


“Warrants”
shall mean, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)
hereof, which Warrants shall be exercisable six (6) months after the Closing Date and have a term of exercise equal to five (5) years
from the date such Warrants first become exercisable, in the form of Exhibit A attached hereto.


 


“Warrant
Shares” shall mean the shares of Common Stock issuable upon exercise of the Warrants.


 


ARTICLE II.

PURCHASE AND SALE


 


2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,
up to an aggregate of $15.0 million of Shares and Warrants (subject to NYSE American rules requiring certain directors and executive officers
of the Company to pay a greater per share price). Each Purchaser’s Subscription Amount as set forth on the signature page hereto
executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.
The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company
and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants
and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Cooley or such other location as the parties
shall mutually agree. Unless otherwise directed by the Placement Agents, settlement of the Shares shall occur via “Delivery Versus
Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’
names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agents identified by each Purchaser;
upon receipt of such Shares, the Placement Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and
payment therefor shall be made by the Placement Agents (or their clearing firm) by wire transfer to the Company).


 


2.2 Deliveries.


 


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


 


(i) this Agreement
duly executed by the Company;


 


(ii) a legal
opinion of Company Counsel, in the form and substance reasonably satisfactory to the Placement Agents and each of the Purchasers;


 


(iii) a legal
opinion of Company Israeli Counsel, in the form and substance reasonably satisfactory to the Placement Agents and each of the Purchasers;


 


(iv) a legal opinion
of Company IP Counsel, in the form and substance reasonably satisfactory to the Placement Agents and each of the Purchasers;


 


(v) 
a certificate executed by the Senior Vice President for Finance and Operations of the Company, in the form and substance reasonably satisfactory
to the Placement Agents and each of the Purchasers;


 


(vi) a certificate
executed by the Senior Vice President Regulatory Affairs of the Company, in the form and substance reasonably satisfactory to the Placement
Agents and each of the Purchasers;


 


(vii) a certificate
by the Secretary of the Company, in the form and substance reasonably satisfactory to the Placement Agents and each of the Purchasers;


 




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(viii) a certificate
of an executive officer of the Company, in the form and substance reasonably satisfactory to the Placement Agents and each of the Purchasers;


 


(ix) subject to
the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company
letterhead and executed by the Chief Executive Officer or Senior Vice President for Finance and Operations;


 


(x) subject
to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver,
on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”), Shares equal
to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;


 


(xi) a
Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 75% of such
Purchaser’s Shares, with an exercise price equal to $5.00 per Warrant Share, subject to adjustment therein (a copy of such executed
Warrant will be delivered via email on the Closing Date and the originally executed Warrant certificate may be delivered within two
(2) Trading Days of the Closing Date); and


 


(xii) the
Prospectus and Final Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).


 


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


 


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


 


(ii) such
Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company
or its designee.


 


2.3 Closing Conditions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)
the Company shall have submitted a supplemental listing application form to the NYSE American with respect to the Shares (including the
Warrant Shares) and shall have received approval from the NYSE American; and


 




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


 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser:


 


(a) The
Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Commission a shelf registration
statement, as defined in Rule 405 (file number 333-251151) on Form S-3, including the Base Prospectus, for registration under the Act
of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, including any preliminary prospectus
supplement, each of which has previously been furnished to you and has become effective upon filing. The Company will next file with the
Commission the Final Prospectus Supplement relating to the Securities in accordance with Rule 424(b). The Registration Statement, at the
Execution Time, is effective and meets the requirements set forth in Rule 415(a)(1)(x). There is no order preventing or suspending the
use of the Registration Statement, the Pricing Disclosure Package or the Final Prospectus Supplement, and, to the knowledge of the Company,
no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering has been initiated
or threatened by the Commission and no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule
401(g)(2) under the Act has been received by the Company. Any reference herein to the Registration Statement, the Base Prospectus or the
Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12
of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of
the Base Prospectus or the Final Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Final Prospectus
Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration
Statement or the issue date of the Base Prospectus or the Final Prospectus Supplement, as the case may be, deemed to be incorporated therein
by reference. Certain terms used herein are defined in Section 14 hereof.


 


(b) On
each Effective Date, the Registration Statement did, and when the Final Prospectus Supplement is first filed in accordance with Rule 424(b)
and on the Closing Date, the Final Prospectus Supplement (and any amendment or supplement thereto) will, comply in all material respects
with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; on each Effective Date and at the
Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing
pursuant to Rule 424(b); and on the Closing Date, the Final Prospectus Supplement (together with any amendment or supplement thereto)
will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations
or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus Supplement (or any
amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by the Placement
Agents specifically for inclusion in the Registration Statement or the Final Prospectus Supplement (or any amendment or supplement thereto),
it being understood and agreed that the only such information furnished by the Placement Agents consists of the information described
as such in Section 7(b) hereof.


 


(c) As
of the Initial Sale Time, the Pricing Disclosure Package, when taken together as a whole with the pricing information set forth in Exhibit
B hereto, does not contain 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. The preceding sentence does not apply
to statements in or omissions from the Pricing Disclosure Package based upon and in conformity with written information furnished to the
Company by the Placement Agents specifically for use therein, it being understood and agreed that the only such information furnished
by or on behalf of the Placement Agents consists of the information described as such in Section 7(b) hereof.


 




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(d) Prior
to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Securities by means of any
“prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection
with the offer or sale of the Securities, in each case other than the Registration Statement and the Final Prospectus Supplement. At the
time the Registration Statement was originally declared effective, and at the time the Company’s most recent Annual Report on Form
10-K was filed with the Commission, the Company met the then applicable requirements for the use of Form S-3 under the Securities Act,
including General Instruction I.B.1 of Form S-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 million  (calculated by
multiplying (x) the highest price at which the common equity of the Company closed on the NYSE American 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.6 of Form S-3) with the Commission at least 12 calendar months previously
reflecting its status as an entity that is not a shell company.


 


(e) The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act.


 


(f) The
documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, at the time they were or hereafter are filed with the Commission, and any amendment or supplement thereto complied and will
comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus,
at the time the Registration Statement and any amendments thereto become effective and on the Closing Date, as the case may be, 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
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.


 


(g) The
financial statements filed with the Commission as a part of and included or incorporated by reference in the Registration Statement, the
Pricing Disclosure Package and the Final Prospectus Supplement, present fairly the consolidated financial position of the Company and
its subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for
the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied
in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes
thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement
and 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. No other financial statements or supporting schedules are required to be included in the Registration
Statement, the Pricing Disclosure Package and the Final Prospectus Supplement. The financial data set forth in each of the Registration
Statement, the Pricing Disclosure Package and the Final Prospectus Supplement fairly present the information set forth therein on a basis
consistent with that of the audited financial statements contained in the Registration Statement, the Pricing Disclosure Package and the
Final Prospectus Supplement. To the Company’s knowledge, no person who has been suspended or barred from being associated with a
registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated
in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with
the Commission as a part of and included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement.


 


(h) The
Prospectus delivered to the Placement Agents for use in connection with the sale of the Securities pursuant to the Transaction Documents
(as defined below) will be identical to the versions of the Final Prospectus created to be transmitted to the Commission for filing via
EDGAR, except to the extent permitted by Regulation S-T.


 


(i) The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its
incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described
in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, and to enter into and perform its obligations
under this Agreement, the Placement Agent Agreement and the Warrants (collectively, the “Transaction Documents”). The
Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification
is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified
or in good standing or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect (as defined
below).


 




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(j) Each
of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has
been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company,
as applicable, in good standing (to the extent such concept is applicable in such jurisdiction) under the laws of the jurisdiction of
its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to
conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement. Each
of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable,
to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership
or leasing of property or the conduct of business, except where the failure to be so qualified or in good standing or have such power
or authority would not result in a Material Adverse Effect. All of the issued and outstanding capital stock or other equity or ownership
interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and
are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance
or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or
similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply
in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full
force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than
the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020
and RondinX Ltd., a company incorporated under the laws of the State of Israel.


 


(k) Neither
the Company nor any of its subsidiaries is in violation of its charter or by laws, partnership agreement or operating agreement or similar
organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”)
under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without
limitation, any pledge agreement, security agreement, mortgage or 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 it or any of them may be bound, or to
which any of their respective properties or assets are subject, including (A) any instrument of approval granted to any of them by
the Israel Innovation Authority of the Israeli Ministry of Economy and Industry (the “IIA”) or (B) any instrument
of approval granted to any of them by the Authority for Investment and Development of Industry and the Economy of the Israeli Ministry
of Economy and Industry (the “Investment Center”) (each, an “Existing Instrument”), except for such
Defaults as could not be expected, individually or in the aggregate, to result in a Material Adverse Change (as defined below). The Company’s
execution, delivery and performance of the Transaction Documents, consummation of the transactions contemplated thereby and by the Registration
Statement, the Pricing Disclosure Package and the Final Prospectus Supplement and the issuance and sale of the Securities or Warrant Shares
(including the use of proceeds from the sale of the Securities as described in the Registration Statement, the Pricing Disclosure Package
and the Final Prospectus Supplement, under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate
action and will not result in any violation of the provisions of the charter or by laws, partnership agreement or operating agreement
or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach
of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other
party to, any Existing Instrument, except as could not be expected, individually or in the aggregate, to result in a Material Adverse
Change and (iii) will not result in any violation of any law, administrative or other regulation or administrative or court decree applicable
to the Company or any of its subsidiaries, except for such violations as would not, individually or in the aggregate, have a Material
Adverse Effect.


 


(l) Except
as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, subsequent to
the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus
Supplement, (including any document deemed incorporated by reference therein): (i) there has been no material adverse change, or any development
that could be expected to result in a material adverse change, in (A) the condition, financial or otherwise, or in the earnings, business,
properties, operations, operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary
course of business, of the Company and its subsidiaries, considered as one entity or (B) the ability of the Company to consummate the
transactions contemplated by the Transaction Documents or perform its obligations hereunder (any such change being referred to herein
as a “Material Adverse Change,” and the effect of any such change being referred to herein as a “Material
Adverse Effect”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability
or obligation, indirect, direct or contingent, including without limitation any losses or interference with their business from fire,
explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court
or governmental action, order or decree, that are material, individually or in the aggregate, to the Company and its subsidiaries, considered
as one entity, and have not entered into any transactions not in the ordinary course of business; and (iii) there has not been any material
decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries
and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the
Company or other subsidiaries, by any of the Company’s subsidiaries on any class of capital stock, or any repurchase or redemption
by the Company or any of its subsidiaries of any class of capital stock.


 




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(m) The
authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus Supplement (other than for subsequent issuances, if any, pursuant to employee benefit plans or upon the
exercise of outstanding options or warrants, in each case described in the Registration Statement, the Pricing Disclosure Package and
the Final Prospectus Supplement to the extent issued or exercised before the dates indicated therein). The Common Stock (including the
Shares and Warrant Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued
and outstanding Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance
with all federal and state and Israeli securities laws. None of the outstanding Common Stock was issued in violation of any preemptive
rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized
or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities
convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described
in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement. The descriptions of the Company’s
stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the
Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, accurately and fairly presents the information
required to be shown with respect to such plans, arrangements, options and rights.


 


(n) The
Company has full legal right, power and authority to enter into the Transaction Documents and perform the transactions contemplated hereby.
The Transaction Documents have been duly authorized, executed and delivered by the Company.


 


(o) The
Securities have been duly authorized for issuance and sale pursuant to this Agreement. The Shares when issued and delivered by the Company
against payment therefor pursuant to this Agreement, will be duly and validly issued, 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 Warrants when
issued and delivered by the Company against payment therefor pursuant to this Agreement, will be valid and binding obligations of the
Company. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants. The Warrant Shares,
when issued and delivered upon exercise of the Warrants in accordance therewith, will be validly issued, fully paid and nonassessable,
and the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe
for or purchase the Warrant Shares. The Securities, when issued, will conform to the description thereof set forth in or incorporated
into the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement.


 


(p) No consent,
approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority
or agency, is required for the Company’s execution, delivery and performance of the Transaction Documents and consummation of
the transactions contemplated thereby and by the Registration Statement, the Pricing Disclosure Package and the Final Prospectus
Supplement, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act and
such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority, Inc.
(“FINRA”), the receipt of the approvals of the NYSE American and the Tel Aviv Stock Exchange (the
“TASE”) to list the Shares and Warrant Shares (subject only to official notice of issuance by the Company), which
approval shall have been obtained by the Company prior to the delivery of the first Issuance Notice by the Company hereunder (and
shall be in full force and effect thereafter), or the filing of certain information with the Investment Center and the IIA. As used
herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of
notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on
such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by
the Company or any of its subsidiaries.


 


(q) There
are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration
Statement or included in the offering contemplated by the Transaction Documents, except for such rights as have been duly waived or expired.


 


(r) Brightman
Almagor Zohar & Co., a firm in the Deloitte Global Network, which has expressed its opinion with respect to the financial statements
(which term as used in this Agreement includes the related notes thereto) filed with the Commission as a part of the Registration Statement
and the Prospectus, was during the periods covered by its reports (i) an independent registered public accounting firm as required by
the Securities Act, the Exchange Act, and the rules of the Public Company Accounting Oversight Board (“PCAOB”), (ii)
in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the
Securities Act and (iii) a registered public accounting firm as defined by the PCAOB whose registration has not been suspended or revoked
and who has not requested such registration to be withdrawn. Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International
Limited, the Company’s current independent accountant, when it expresses its opinion with respect to the financial statements filed
with the Commission as part of the Registration Statement and Prospectus, is, and will be (x) an independent registered public accounting
firm as required by the Securities Act, the Exchange Act, and the rules of the PCAOB, (y) in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act and (z) a registered public accounting
firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn.


 




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(s) Except
as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, there is no
action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge
of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could be expected, individually or in the
aggregate, to result in a Material Adverse Change.


 


(t) The
preclinical tests and clinical trials, and other studies (collectively, “studies”) that are described in, or the results
of which are referred to in, the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, were and,
if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and
approved for such studies and with standard medical and scientific research procedures; each description of the results of such studies
is accurate and complete in all material respects and fairly presents the data derived from such studies, and the Company and its subsidiaries
have no knowledge of any other interim results of such studies or other studies the results of which contradict the clinical results described
or referred to in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement; the Company and its
subsidiaries have made all such filings and obtained all such approvals as may be required by 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. or foreign government or drug or medical
device regulatory agency, or health care facility Institutional Review Board (collectively, the “Regulatory Agencies”);
neither the Company nor any of its subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the
termination, suspension or modification of any clinical trials that are described or referred to in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus Supplement; and the Company and its subsidiaries have each operated and currently are in compliance
in all material respects with all applicable rules, regulations and policies of the Regulatory Agencies.


 


(u) The
Company and its subsidiaries, and any clinical trials conducted by them or for them, are, and at all times have been, in material compliance
with all Health Care Laws. For purposes of this Agreement, “Health Care Laws” means: (i) the Federal Food, Drug, and
Cosmetic Act (21 U.S.C. Section 301 et seq.), the Public Health Service Act (42 U.S.C. Section 201 et seq.), and the regulations promulgated
thereunder; (ii) all applicable federal, state, local and foreign health care fraud and abuse laws, including, without limitation, the
Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal false
statements law (42 U.S.C. Section 1320a-7b(a)), 18 U.S.C. Sections 286 and 287, the health care fraud criminal provisions under HIPAA
(42 U.S.C. Section 1320d et seq.), the Stark Law (42 U.S.C. Section 1395nn), the civil monetary penalties law (42 U.S.C. Section 1320a-7a),
the exclusion law (42 U.S.C. Section 1320a-7), the Physician Payments Sunshine Act (42 U.S.C. Section 1320-7h), and applicable laws governing
government funded or sponsored healthcare programs; (iii) HIPAA, as amended by the Health Information Technology for Economic and Clinical
Health Act (42 U.S.C. Section 17921 et seq.); (iv) the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care
and Education Reconciliation Act of 2010; (v) licensure, quality, safety and accreditation requirements under applicable federal, state,
local or foreign laws or regulatory bodies; (vi) all other local, state (including Israel), federal, national, supranational and foreign
laws, relating to the regulation of the Company or its subsidiaries and any trials conducted by them, and (vii) the directives and regulations
promulgated pursuant to such statutes and any state or non-U.S. counterpart thereof. Neither the Company nor any of its subsidiaries has
received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from
any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in violation
of any Health Care Laws nor, to the Company’s knowledge, is any such claim, action, suit, proceeding, hearing, enforcement, investigation,
arbitration or other action threatened. The Company and its subsidiaries have filed, maintained or submitted all material reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Health Care Laws, except where
the failure to make any such submission would not be reasonably expected to have a Material Adverse Effect, and all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and accurate on the date filed
in all material respects (or were corrected or supplemented by a subsequent submission). Neither the Company nor any of its subsidiaries
is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with
or imposed by any governmental or regulatory authority. Additionally, neither the Company, any of its subsidiaries nor, to the Company’s
knowledge, any of their respective employees, officers, directors, or agents has been excluded, suspended or debarred from participation
in any U.S. federal health care program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry,
investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.


 




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(v) Except
as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, the Company
and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks,
trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus Supplement, as being owned or licensed by them or which are necessary for the conduct of their
respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”),
except where the failure to so own or hold as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect, and, to the Company’s and its subsidiaries knowledge, the conduct of their respective businesses does not and will not infringe,
misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property owned by the Company
has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and to the Company’s
knowledge, the Intellectual Property of the Company that is licensed to the Company has not been adjudged by a court of competent jurisdiction
to be invalid or unenforceable, in whole or in part, and, in both cases, the Company is unaware of any facts which would form a reasonable
basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual
Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in
the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, as licensed to the Company or one or more
of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’
rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action,
suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware
of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or
any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the
Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, as under development, infringe or violate,
any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware
of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have
complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary,
and all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents
or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect,
maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and
invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of
the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement,
non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer
where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required
by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included
in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have
been complied with, except where the failure to so comply would not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect. None of the Company owned Intellectual Property or technology (including information technology and outsourced
arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation
of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or
otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus Supplement, as under development by the Company or any subsidiary fall within the scope of (i) the claims
of one or more patents or patent applications owned by the Company or any subsidiary; (ii) patent applications the Company anticipates
filing, which shall be owned by the Company or any subsidiary; or (iii) Intellectual Property exclusively licensed to, the Company or
any subsidiary.


 


(w) Neither
the Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that might reasonably be expected
to cause or result in stabilization or manipulation of the price of the Common Stock or of any “reference security” (as defined
in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect to the Common Stock, whether to facilitate
the sale or resale of the Shares, Warrant Shares, Warrants or otherwise, and has taken no action which would directly or indirectly violate
Regulation M.


 


(x) 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).


 


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


 


(z) The
Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested
extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment,
fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings, except where
the failure to do so would not reasonably be expected to have a Material Adverse Effect. The Company has made adequate charges, accruals
and reserves in the applicable financial statements referred to in ‎‎Section
2(g) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of
the Company or any of its subsidiaries has not been finally determined.


 




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(aa)No stamp or other issuance
or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by the Placement Agents in the United
States or any political subdivision or taxing authority thereof or therein in connection with the execution, delivery or performance of
the Transaction Documents by the Company or the sale and delivery by the Company of the Securities. No transaction, stamp or other issuance
or transfer taxes or duties, and assuming that the Placement Agents 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 Placement Agents to any taxing authority thereof or therein in connection with
(i) the issuance, sale and delivery of the Securities by the Company; (ii) the purchase from the Company, and the initial sale and delivery
by the Placement Agents of the Securities to purchasers thereof; (iii) the holding or transfer of the Securities; or (iv) the execution
and delivery of the Transaction Documents or any other document to be furnished hereunder.


 


(bb)Except as otherwise
disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, the Company and its subsidiaries
have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements
referred to in ‎Section 2(g) above or elsewhere in the Registration Statement, the Pricing Disclosure Package and the Final
Prospectus Supplement, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims
and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries
are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made
or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.


 


(cc)Except as described
in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, and except as could not be expected,
individually or in the aggregate, to result in a Material Adverse Change, (i) neither the Company nor any of its subsidiaries is in violation
of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any
judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating
to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release
of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively,
“Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) the Company and its subsidiaries have
all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements,
(iii) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its
subsidiaries and (iv) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up
or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company
or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.


 


(dd)In the ordinary course
of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties
of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or
any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). No facts
or circumstances have come to the Company’s attention that could result in costs or liabilities that could be expected, individually
or in the aggregate, to result in a Material Adverse Change.


 


(ee)The Company and each
of its subsidiaries make and keep accurate books and records and maintain a system of internal accounting controls sufficient to provide
reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting
principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance
with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets
at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business
Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus
Supplement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules
and guidelines applicable thereto.


 


(ff)The Company has established
and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s
principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which
the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness
as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions
for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant
deficiencies or material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and,
except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, no change
in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting. Except as otherwise disclosed in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus Supplement, the Company is not aware of any change in its internal control over financial
reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.


 




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(gg)The Company is in compliance,
in all material respects, with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.


 


(hh)Except as otherwise
disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, 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 the Transaction Documents.


 


(ii) No
material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier,
manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent.


 


(jj)The Company is not,
and will not be, either after receipt of payment for the Securities or after the application of the proceeds therefrom as described under
“Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, required
to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company
Act”).


 


(kk)The operations of the
Company and its subsidiaries are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable
jurisdictions (including Israel), the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (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 best knowledge of the Company, threatened.


 


(ll)Except as otherwise
disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, the Company and its subsidiaries
and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the
regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company,
its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA
Affiliate” means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described
in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations
thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as
defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established
or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or
maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated,
would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor
any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination
of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee
benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be
qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, nothing has occurred, whether by action
or failure to act, which would cause the loss of such qualification.


 


(mm)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, the Pricing Disclosure Package and the Final Prospectus Supplement (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 could 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.


 




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(nn)Neither the issuance,
sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in the Registration Statement,
the Pricing Disclosure Package and the Final Prospectus Supplement 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.


 


(oo) Except
as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, each of the
Company and its subsidiaries are insured by recognized, financially sound and reputable institutions with policies in such amounts and
with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited
to, 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 product liability claims and clinical trial
liability claims. The Company has no reason to believe that it or any of its subsidiaries will not be able (i) to renew its existing insurance
coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate
to conduct its business as now conducted and at a cost that could not be expected to result in a Material Adverse Change. Neither the
Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.


 


(pp)Except as otherwise
disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, neither the Company nor any
of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made
any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or
of the character required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement.


 


(qq)Neither the Company
nor any of its subsidiaries, nor to the knowledge of the Company, any director, officer, employee, agent, affiliate or other person 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) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political
activity; (ii) made or taken any act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment
or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public
international organization, or any political party, party official, or candidate for political office; (iii) violated or is in violation
of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010,
or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance
of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries
and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the
FCPA.


 


(rr)Neither the Company
nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employees, agent, affiliate or other person
acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered by
the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State,
the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions
authority (collectively, “Sanctions”); nor is the Company or any of its subsidiaries located, organized or resident
in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea,
and Syria; and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available
such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of
or business with any person, or in any country or territory, that at the time of such financing, is the subject or the target of Sanctions
or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as
underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years, the Company and its subsidiaries have not
knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing
or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.


 


(ss)The Company and its
subsidiaries have been and are in compliance with all applicable laws, rules and regulations, except where failure to be so in compliance
could not be expected, individually or in the aggregate, to result in a Material Adverse Change.


 


(tt)All statistical, demographic
and market-related data included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement are
based on or derived from sources that the Company believes to be reliable and accurate. To the extent required, the Company has obtained
the written consent for the use of such data from such sources.


 




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(uu)The Common Stock is
registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is listed on the NYSE American, and the Company has taken no action
designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the
Common Stock from the NYSE American, nor has the Company received any notification that the Commission or the NYSE American is contemplating
terminating such registration or listing. In addition, the Common Stock is listed for trading on the TASE and the Company has taken no
action designed to, or likely to have the effect of, delisting the Common Stock from the TASE, nor has the Company received any notification
that the Israeli Securities Authority or the TASE is contemplating suspending or terminating such listing. To the Company’s knowledge,
it is in compliance with all applicable listing requirements of the NYSE American and is in compliance with the requirements of the TASE
for the continued listing of the Common Stock.


 


(vv)There are no business
relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required to be described
in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement which have not been described as required.


 


(ww)All of the information
provided to the Placement Agents or to counsel for the Placement Agents by the Company, its counsel, its officers and directors and the
holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering of the
Securities is true, complete, correct and compliant with FINRA’s rules and any letters, filings or other supplemental information
provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct.


 


(xx) The
Company’s and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all
material respects as required 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 physical, technical and administrative controls, policies, procedures, and safeguards
to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all
IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data”
means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification
number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any
information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended;
(iii) “personal data” as defined by GDPR (as defined below); (iv) any information which would qualify as “protected
health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information
Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (v) any other piece of information that
allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an
identified person’s health or sexual orientation. There have been no breaches, violations, outages or unauthorized uses of or accesses
to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents
under internal review or investigations relating to the same. 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.


 


(yy)The Company and its
subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security
laws and regulations, including without limitation HIPAA, and the Company and its subsidiaries have taken commercially reasonable actions
to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with, the European Union General Data Protection
Regulation (“GDPR”) (EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliance with
the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure
compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage,
use, disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its subsidiaries have at
all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such
disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws
and regulatory rules or requirements in any material respect. The Company further certifies that neither it nor any subsidiary: (i) 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 has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting
or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is
a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.


 


(zz)The Company does not
have any outstanding extension of credit, in the form of a personal loan, to or for any director or executive officer (or equivalent thereof)
of the Company except for such extensions of credit as are expressly permitted by Section 13(k) of the Exchange Act.


 




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(aaa)Except as disclosed
in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, no subsidiary of the Company is prohibited
or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such
subsidiary’s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts that may from
time to time become due under any loans or advances to such subsidiary from the Company or from transferring any property or assets to
the Company or to any other subsidiary.


 


(bbb)Any certificate signed
by any officer of the Company and delivered to the Placement Agents or counsel for the Placement Agents in connection with the offering
of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the Placement Agents,
as applicable.


 


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


 


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


 


(b) Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty
not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with
applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which
it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8)
under the Securities Act.


 


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


 


(e) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment.  Such Purchaser acknowledges and agrees that neither the
Placement Agents nor any Affiliate of the Placement Agents has provided such Purchaser with any information or advice with respect to
the Securities nor is such information or advice necessary or desired.  Neither the Placement Agents nor any Affiliate has made or
makes any representation as to the Company or the quality of the Securities and the Placement Agents and any Affiliate may have acquired
non-public information with respect to the Company which such Purchaser agrees need not be provided to it.  In connection with the
issuance of the Securities to such Purchaser, neither the Placement Agents nor any of their Affiliates has acted as a financial advisor
or fiduciary to such Purchaser.


 




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


 


The Company acknowledges and agrees that the representations
contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations
and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other
document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated
hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty,
or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.


 


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1 Warrant Shares.
If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale
of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall
be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement
registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant
Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective
and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale
of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser
to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts
to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective
during the term of the Warrants.


 


4.2 Furnishing of
Information. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants
to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act, except in connection with a merger or consolidation of the Company where the Company is not the surviving entity,
or the acquisition of, or any other going private transaction involving, the Company.


 


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


 


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


 




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4.5 Shareholder Rights
Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is
an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and the Purchasers.


 


4.6 Non-Public Information.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be
disclosed pursuant to Section 4.4, and the contents of the Current Report on Form 8-K to be filed pursuant to Section 4.4, the Company
covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with
any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto
such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential.
The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s
consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of
its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its
Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material,
non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant
to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the
Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and
confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.7 Use of Proceeds.
The Company shall use the net proceeds from the sale of the Securities hereunder to support clinical trials and for general corporate
purposes, including working capital, and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt
(other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption
of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC
regulations.


 


4.8 Indemnification
of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and each Person who
controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)(each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including
all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser
Parties in any capacity, or any of them or their respective Affiliates, by (i) any stockholder of the Company who is not an Affiliate
of such Purchaser Party or (ii) any other third party, with respect to any of the transactions contemplated by the Transaction Documents
(unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under
the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations
by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined
to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of
which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company
shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (x) the employment thereof has
been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable period of time to assume such defense
and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue
between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable
fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement
(1) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably
withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage or liability is primarily attributable to
any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in
this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or
others and any liabilities the Company may be subject to pursuant to law.


 




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4.9 Reservation of
Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares
pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.


 


4.10 Listing of Common
Stock. The Company hereby agrees to use its best efforts to maintain the listing or quotation of the Common Stock on the Trading Market
on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant
Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company
further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application
all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to
be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to
continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use its best efforts to
maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing
corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing
corporation in connection with such electronic transfer.


 


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


 


4.12 Certain Transactions
and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate
acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the
Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions
contemplated by this Agreement are publicly announced pursuant to both the initial press release and the Current Report on Form 8-K as
described in Section 4.4.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as
the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to both the initial press release and the
Current Report on Form 8-K as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of
this transaction and the information included in the Transaction Documents.  Notwithstanding the foregoing and notwithstanding anything
contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,
warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the
transactions contemplated by this Agreement are publicly announced pursuant to both the initial press release and the Current Report on
Form 8-K as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities
of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement
are publicly announced pursuant to both the initial press release and the Current Report on Form 8-K as described in Section 4.4 and (iii)
no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries
after the issuance of both the initial press release and the Current Report on Form 8-K as described in Section 4.4.  Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this
Agreement.


 


4.12 Sales During
Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement
by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement
Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at
the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any
additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall
be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall
not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such
Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute
a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any Shares
to any Person and that any such decision to sell any Shares by such Purchaser shall solely be made at the time such Purchaser elects to
effect any such sale, if any.


 




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ARTICLE V.

MISCELLANEOUS


 


5.1 Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated
on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination
will affect the right of any party to sue for any breach by any other party (or parties).


 


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


 


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


 


5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email
attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment
at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided
pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.


 


5.5 Amendments; Waivers.
No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of
an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on the initial Subscription
Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided
that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent
of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to
any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially
and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers
shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5
shall be binding upon each Purchaser and holder of Securities and the Company.


 


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


 


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


 




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5.8 No Third-Party
Beneficiaries. The Placement Agents shall be the third party beneficiaries of the representations and warranties of the Company in
Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.


 


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


 


5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


(Signature Pages Follow)


 




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


 


	BiomX, Inc.	 	 	Address for Notice:
	 	 	 	22 Einstein St., 5th floor
	 	 	 	Ness Ziona, Israel
	 	 	 	Attention: Ms. Marina Wolfson
	Name:	 	Email:	Marinaw@biomx.com
	Title: 	 	 	 


 


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


 


Sullivan & Worcester LLP


One Post Office Square


Boston, MA 02109


Attn: Howard Berkenblit


Email: hberkenblit@sullivanlaw.com


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




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[PURCHASER SIGNATURE PAGES TO BIOMX INC. SECURITIES
PURCHASE AGREEMENT]


 


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


 


Name of Purchaser: ________________________________________________________


Signature of Authorized Signatory of Purchaser:
_________________________________


Name of Authorized Signatory: _______________________________________________


Title of Authorized Signatory: ________________________________________________


Email Address of Authorized Signatory:_________________________________________


Address for Notice to Purchaser:


 


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


 


DWAC for Shares: _________________


 


Subscription Amount: $_________________


 


Shares: _________________


 


Warrant Shares: __________________


 


EIN Number: _______________________


 


☐ Notwithstanding anything contained
in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in
this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the
above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd)
Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being
disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or
the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company
or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to
such other party on the Closing Date.


 


[SIGNATURE PAGES CONTINUE]


 




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Exhibit A


 


Form of Warrant


 


(Attached)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     

    

 


Exhibit B


 


Pricing Information


 


i. Number
of Shares and accompanying Warrants: 3,750,000 Shares and 3,750,000 Warrants to purchase 2,812,501 Warrant Shares.


 


ii. Offering
Price per Share and accompanying Warrant: $4.00


 


iii. Exercise
Price per Warrant: $5.00  per Warrant Share


 


Subject to NYSE American approval, the
directors and certain executive officers of the Company may pay a greater price per unit in this offering.