Exhibit 10.1


 


PLACEMENT AGENCY AGREEMENT


 


May 20, 2020


 


ThinkEquity, a division of


Fordham Financial Management, Inc.


17 State Street, 22nd Floor


New York, NY 10004


 


Ladies and Gentlemen:


 


Introductory.
This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity, a division of
Fordham Financial Management, Inc., (“ThinkEquity” or the “Placement Agent”) shall be engaged
by Nano Dimension Ltd., a company organized under the laws of the State of Israel (the “Company”), to act as
the exclusive Placement Agent in connection with the registered direct offering (hereinafter referred to as the “Offering”)
of American Depositary Shares (“ADS”), each ADS representing fifty (50) ordinary shares, par value NIS 0.1 per
share (the “Ordinary Shares” and, together with the ADSs, the “Public Securities”), of the
Company deposited with Bank Hapoalim or Bank Leumi, as custodian for the Depositary (as defined below) in Tel Aviv of the Company,
as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them
in the Securities Purchase Agreement to be entered into in connection with the Offering, in the form of Exhibit A (collectively,
the “Securities Purchase Agreement”).


 


1. Agreement
to Act as Placement Agent; Placement Agent Compensation.


 


1.1 On
the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement between the Company and the Placement Agent, the Placement Agent is appointed as the Company’s exclusive
placement agent during the Offering Period. On the basis of such representations and warranties and subject to such terms and conditions,
the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and
in a professional and businesslike manner and to use its commercially reasonable efforts to assist the Company in finding subscribers
of the Securities and to complete the Offering. The Placement Agent has no obligation to purchase any of the Securities. Unless
sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later
of the Termination Date or the Closing. The Offering will be made on a “best efforts” basis.


 


1.2
As compensation for services rendered, on the Closing Date, the Company shall (i) pay to the Placement Agent a cash fee (the
“Cash Fee”) equal to 7% of the aggregate purchase price paid by the Buyers in respect of the Public
Securities at the Closing, and (ii) issue to the Placement Agent or its designees ADS purchase warrants to purchase an
aggregate number of ADSs (the “Placement Agent Warrant Shares”) equal to 5% of the ADSs sold to Buyers in
the Offering (the “Placement Agent Warrants”) in exchange for the payment of $100 at the closing, which
may be deducted from amounts otherwise due Placement Agent. The Placement Agent Warrants, in the form attached hereto as
Exhibit B (the “Placement Agent Warrants”), shall be exercisable, in whole or in part, commencing on a date which
is one hundred eighty (180) days after the date hereof and expiring on the four and one-half year anniversary thereof at an
initial exercise price per ADS of $2.50, which is equal to 125% of the purchase price of the ADSs under the Securities
Purchase Agreement. The Placement Agent Warrants and the ADSs issuable upon exercise thereof are hereinafter referred to
together as the “Placement Agent’s Securities.” The Placement Agent understands and agrees that there are
significant restrictions pursuant to FINRA Rule 5110 against transferring the Placement Agent Warrants and the underlying
ADSs during the one hundred eighty (180) days after the date hereof and by its acceptance thereof shall agree that it will
not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants, or any portion thereof, or be the subject of
any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such
securities for a period of one hundred eighty (180) days following the date hereof to anyone other than a bona fide officer
or partner of the Placement Agent; and only if any such transferee agrees to the foregoing lock-up restrictions.


 




     


     


    

 


1.3 The
Company hereby acknowledges that (i) the Offering, including the determination of the offering price of the ADSs and any related
discounts, commissions and fees, shall be an arm’s-length commercial transaction between the Company and the Buyers, (ii)
the Placement Agent will be acting as an independent contractor and will not be the agent or fiduciary of the Company or its shareholders,
creditors, employees, the Buyers or any other party, (iii) the Placement Agent shall not assume an advisory or fiduciary responsibility
in favor of the Company (irrespective of whether the Placement Agent has advised or is currently advising the Company on other
matters) and the Placement Agent shall not have any obligation to the Company with respect to the Offering, except as may be set
forth expressly herein, (iv) the Placement Agent and its Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company and (v) the Placement Agent will not provide any legal, accounting, regulatory
or tax advice with respect to the Offering, and the Company shall consult its own legal, accounting, regulatory and tax advisors
to the extent it deems appropriate.


 


1.4 The
Company is and will be solely responsible for the contents of any and all written or oral communications provided to the Buyers
regarding the Offering or the Securities; and the Company recognizes that the Placement Agent, in acting pursuant to this Agreement,
will be using information provided by the Company and its agents and representatives and Placement Agent assumes no responsibility
for, and may rely, without independent verification, on the accuracy and completeness of any such information.


 


1.5 The
Company agrees that any information or advice rendered by the Placement Agent or any of its representatives in connection with
this engagement is for the confidential use of the Board of Directors of the Company (the “Board”) only and
the Company will not, and will not permit any third party to, disclose or otherwise refer to such advice or information, in any
manner without the Placement Agent’s prior written consent.


 


2. Representations
and Warranties of the Company. The Company represents and warrants to the Placement Agent as of the Applicable Time (as defined
below) and as of the Closing Date as follows:


 


2.1 Filing
of Registration Statement.


 


2.1.1 Pursuant
to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the
“Commission”) a registration statement on Form F-6 (No. 333-204797) covering the registration of the ADSs
under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration
Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-237668), including any
related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration
statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act
and the rules and regulations of the Commission under the Securities Act (the “Securities Act
Regulations”) and contain and will contain all material statements that are required to be stated therein in
accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such
“shelf” registration statement on Form F-3 on file with the Commission at any given time, including any
amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or
incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise
deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule
430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as
the “Registration Statement.” The Registration Statement at the time it originally became effective is
referred to herein as the “Initial Registration Statement.” If the Company files any registration
statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration
Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was
declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission
on May 19, 2020 (the “Effective Date”).


 




    - 2 -


     


    

 


The prospectus in the
form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base
Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented)
that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing
of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.”


 


Promptly after the execution
and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base
Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of
the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form
filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.”
Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such
prospectus.


 


“Applicable
Time” means 8:00 a.m., Eastern time, on the date of this Agreement.


 


“Disclosure
Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Preliminary
Prospectus dated April 14, 2020 and the information included on Schedule 2-A hereto, all considered together.


 


“Issuer Free
Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities
Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined
in Rule 405 of the Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission
by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether
or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i)
because it contains a description of the Public Securities or of the Offering that does not reflect the final terms, in each case
in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g).


 


“Issuer General
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective
investors (other than a “bona fide electronic road show,” as defined in Rule 433), as evidenced by its being
specified in Schedule 2-B hereto.


 


“Issuer Limited
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.


 




    - 3 -


     


    

 


2.1.2 Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 20-F (Accession No. 001-37600) providing for the registration
pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the
ADSs and Ordinary Shares. The registration of the ADSs and Ordinary Shares and related Form 20-F have become effective under the
Exchange Act on or prior to the date hereof. The Company has taken no action designed to, or likely to have the effect of, terminating
the registration of the shares of ADSs or Ordinary Shares under the Exchange Act, nor has the Company received any notification
that the Commission is contemplating terminating such registration.


 


2.2 Stock
Exchange Listing. The ADSs have been approved for listing on the Nasdaq
Capital Market (the “Exchange”), and the Company has taken no action designed to, or likely to have the effect
of, delisting the shares of ADSs from the Exchange, nor has the Company received any notification that the Exchange is contemplating
terminating such listing except as described in the Registration Statement, the Disclosure Package and the Prospectus.


 


2.3 No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted
or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied
with each request (if any) from the Commission for additional information.


 


For the purposes of
this Agreement “Knowledge” means, when referring to the ‘knowledge’ of the Company, or any similar phrase
or qualification based on knowledge, the actual knowledge of Company’s officers and/or employees, and the knowledge that
each such person would have obtained after making due and appropriate inquiry with respect to the particular matter in question.


 


2.4 Disclosures
in Registration Statement.


 


2.4.1 Compliance
with Securities Act and 10b-5 Representation.


 


(i) Each
of the ADS Registration Statement and the Registration Statement and any post-effective amendment thereto, at the time it became
effective (including each deemed effective date with respect to the Placement Agent pursuant to Rule 430B or otherwise under the
Securities Act) complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations.
The conditions for use of Form F-3, set forth in the General Instructions thereto, including, but not limited to, General Instruction
I.B.5 and other conditions related to the offer and sale of the Public Securities, have been satisfied. Each Preliminary Prospectus,
including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement
thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements
of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Placement Agent for use
in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 


(ii) None
of the ADS Registration Statement, the Registration Statement or any amendments thereto, at their respective effective times, as
of the Applicable Time or at the Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted,
omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.


 




    - 4 -


     


    

 


(iii) The
Disclosure Package, as of the Applicable Time or at the Closing Date, did not, does not and will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading; and any Issuer Limited Use Free Writing Prospectus hereto does not conflict with the
information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, and each such Issuer Limited
Use Free Writing Prospectus, as supplemented by and taken together with the Prospectus as of the Applicable Time, did not include
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.


 


(iv) Neither
the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of
any filing with the Commission pursuant to Rule 424(b) or at the Closing Date included, includes or will include an untrue statement
of a material fact or omitted, omits or will 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.


 


(v) The
documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, when they became
effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such
documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
any further documents so filed and incorporated by reference in the ADS Registration Statement, the Registration Statement, the
Disclosure Package and the Prospectus, when such documents become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules
and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 


2.4.2 Disclosure
of Agreements. The agreements (including the Deposit Agreement) and documents described in the ADS Registration
Statement, the Registration Statement, the Disclosure Package and the Prospectus conform in all material respects to the
descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required
by the Securities Act and the Securities Act Regulations to be described in the ADS Registration Statement, the Registration
Statement, the Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the ADS Registration
Statement, the Registration Statement or to be incorporated by reference in the ADS Registration Statement, the Registration
Statement, the Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference.
Each agreement (including the Deposit Agreement) or other instrument (however characterized or described) to which the
Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in
the ADS Registration Statement, the Registration Statement, the Disclosure Package and the Prospectus, or (ii) is material to
the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in
all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties
thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or
contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought. Except as disclosed in the Registration Statement, the
Disclosure Package and the Prospectus, none of such agreements (including the Deposit Agreement) or instruments has been
assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in
default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or
the giving of notice, or both, would constitute a default thereunder. To the Company’s knowledge, performance by the
Company of the material provisions of such agreements or instruments will not result in a violation of any existing
applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having
jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”),
including, without limitation, those relating to environmental laws and regulations, except for such violations as would not
reasonably be expected to result in a Material Adverse Change (as hereinafter defined).


 




    - 5 -


     


    

 


2.4.3 Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit
of, any person or persons controlling, controlled by or under common control with the Company, except as disclosed in the Registration
Statement, the Disclosure Package and the Preliminary Prospectus.


 


2.4.4 Regulations.
The disclosures in the ADS Registration Statement, the Registration Statement, the Disclosure Package and the Prospectus concerning
the effects of federal, state, local and all foreign regulation on the Offering and the Company’s business as currently contemplated
are correct in all material respects and no other such regulations are required to be disclosed in the ADS Registration Statement,
the Registration Statement, the Disclosure Package and the Prospectus which are not so disclosed.


 


2.4.5 No
Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute
any offering material in connection with the Offering other than any Preliminary Prospectus, the Disclosure Package, the Prospectus
and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.


 


2.5 Changes
After Dates in Registration Statement.


 


2.5.1 No
Material Adverse Change. Since the respective dates as of which information is given in the ADS Registration Statement, the
Registration Statement, the Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has
been no material adverse change in the financial position or results of operations of the Company, nor any change or development
that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting
the condition (financial or otherwise), results of operations, business, assets or prospects of the Company (a “Material
Adverse Change”); (ii) there have been no material transactions entered into by the Company, other than as contemplated
pursuant to this Agreement; and (iii) no executive officer or director of the Company has resigned from any position with the Company.


 


2.5.2 Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the ADS Registration Statement,
the Registration Statement, the Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated
herein or disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has not: (i) issued any
securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend
or made any other distribution on or in respect to its capital stock.


 


2.6 Disclosures
in Commission Filings. Since January 1, 2016, (i) none of the Company’s filings with the Commission contained any untrue
statement of a material fact or omitted 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; and (ii) the Company has made all filings with the Commission
required under the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Exchange
Act Regulations”).


 




    - 6 -


     


    

 


2.7 Independent
Accountants. To the knowledge of the Company, Somekh Chaikin (Member firm of KPMG International) (the “Auditor”),
whose reports are filed with the Commission and included or incorporated by reference in the Registration Statement, the Disclosure
Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Securities
Act Regulations and the Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial
statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, provided
to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.


 


2.8 Financial
Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by
reference in the Registration Statement, the Disclosure Package and the Prospectus, fairly present in all material respects the
financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such
financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board (“IFRS”), consistently applied throughout the periods involved (provided that unaudited
interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and
do not contain all footnotes required by IFRS); and the supporting schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein. No other historical or pro forma financial statements or
supporting schedules are required to be included in the Registration Statement, the Disclosure Package or the Prospectus by the
Securities Act or the Securities Act Regulations. The pro forma financial statements and the related notes, if any, included or
incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have been properly compiled
and prepared in accordance with the applicable requirements of the Securities Act, the Securities Act Regulations, the Exchange
Act or the Exchange Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation
thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred
to therein. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus, or incorporated
or deemed incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the
rules and regulations of the Commission), if any, comply, in all material respects, with Regulation G of the Exchange Act and Item
10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Disclosure Package
and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future
effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures,
capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Disclosure
Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed
or described in the Registration Statement, the Disclosure Package and the Prospectus as being a subsidiary of the Company (each,
a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities
or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business,
(b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock,
(c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course
of business or any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s
long-term or short-term debt.


 




    - 7 -


     


    

 


2.9 Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Disclosure Package
and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated
in the Registration Statement, the Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted
stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Disclosure
Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date,
there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Ordinary
Shares of the Company or any security convertible or exercisable into Ordinary Shares of the Company, or any contracts or commitments
to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.


 


2.10 Valid
Issuance of Securities, etc.


 


2.10.1 Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
or similar rights with respect thereto or put rights, and are not subject to personal liability by reason of being such holders;
and none of such securities were issued in violation of the preemptive rights, rights of first refusal or rights of participation
of any holders of any security of the Company or similar contractual rights granted by the Company except as disclosed in the Registration
Statement, the Disclosure Package and the Prospectus. The authorized ADSs and Ordinary Shares conform in all material respects
to all statements relating thereto contained in the ADS Registration Statement, the Registration Statement, the Disclosure Package
and the Prospectus. The offers and sales of the outstanding ADSs and Ordinary Shares were at all relevant times either registered
under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations
and warranties of the purchasers of such securities, exempt from such registration requirements.


 


2.10.2 Securities
Sold Pursuant to this Agreement. The Public Securities have been duly authorized for issuance and sale and, when issued and
paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal
liability by reason of being such holders; the ADSs comprising the Public Securities will be entitled to the benefits of the Deposit
Agreement; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the
Company or similar contractual rights granted by the Company except as disclosed in the Registration Statement, the Disclosure
Package and the Prospectus; and all corporate action required to be taken for the authorization, issuance and sale of the Public
Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect
thereto contained in the Registration Statement, the Disclosure Package and the Prospectus.


 


2.11 Registration
Rights of Third Parties. No holders of any securities of the Company or any rights exercisable for or convertible or exchangeable
into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities
Act or to include any such securities in a registration statement to be filed by the Company.


 


2.12 Validity
and Binding Effect of Agreements. This Agreement and the Placement Agent’s Warrant Agreement have each been duly
and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreement of
the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as
enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws;
and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the
equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.


 




    - 8 -


     


    

 


2.13 No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the consummation
by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and
thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach
of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification,
termination or imposition of any lien, charge, mortgage, pledge, security interest, claim, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever or encumbrance upon any property or assets of the Company
pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement or any other agreement or instrument,
franchise, license or permit to which the Company is a party or as to which any property of the Company is a party; (ii) result
in any violation of the provisions of the Company’s amended and restated Articles of Association (as the same may be amended
or restated from time to time, the “Charter”); or (iii) violate any existing applicable law, rule, regulation,
judgment, order or decree of any Governmental Entity as of the date hereof; except in the case of clause (i) above, for such breaches
or conflicts which would not reasonably be expected to have a Material Adverse Change.


 


2.14 No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of
any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by
which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the
Registration Statement, the Disclosure Package and the Prospectus. The Company is not in violation of any term or provision of
its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree
of any Governmental Entity.


 


2.15 Corporate
Power; Licenses; Consents.


 


2.15.1 Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business purpose as described in the Registration Statement, the Disclosure Package and the Prospectus
except for any such authorization, approval, order, license, certificate or permit that would not reasonably be expected to result
in a Material Adverse Change.


 


2.15.2 Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained,
except as described in the Registration Statement, the Disclosure Package and the Prospectus. No consent, authorization or order
of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the
Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by
the Registration Statement, the Disclosure Package and the Prospectus, except with respect to applicable federal and state securities
laws and the rules and regulations of the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”).


 


2.16 D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the
“Questionnaires”) completed by each of the Company’s directors and officers prior to the Offering
(the “Insiders”), as supplemented by all information concerning the Company’s directors and officers
as described in the Registration Statement, the Disclosure Package and the Prospectus, as well as in the Lock-Up Agreement
(as defined in Section 2.27 below) provided to the Placement Agent, is true and correct in all material respects and the
Company has not become aware of any information which would cause the information disclosed in the Questionnaires to become
materially inaccurate and incorrect.


 




    - 9 -


     


    

 


2.17 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any executive officer or director which has not been disclosed and is required to be disclosed in the Registration Statement,
the Disclosure Package and the Prospectus, or in connection with the Company’s listing application for the listing of the
Public Securities on the Exchange, and which is required to be disclosed.


 


2.18 Good
Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the
laws of the State of Israel as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to
be so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material
Adverse Change.


 


2.19 Insurance.
The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks
which the Company believes are adequate, including, but not limited to, directors and officers insurance coverage at least equal
to $5,000,000 and all such insurance is in full force and effect. The Company has no reason to believe that it 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 would not result in
a Material Adverse Change.


 


2.20 Transactions
Affecting Disclosure to FINRA.


 


2.20.1 Finder’s
Fees. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company
or any Insider with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings
of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Placement Agent’s compensation,
as determined by FINRA.


 


2.20.2 Payments
Within Twelve Months. Except for payments made to the Placement Agent and except as described in the Registration Statement,
the Disclosure Package and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise)
to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the
Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any
person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve months prior
to the date of this Agreement, other than the payment to the Placement Agent as provided hereunder in connection with the Offering.


 


2.20.3 Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its
affiliates, except as specifically authorized herein.


 


2.20.4 FINRA
Affiliation. Except as disclosed to the Placement Agent, there is no (i) officer or director of the Company, (ii)
beneficial owner of 5% or more of any class of the Company's securities or (iii) beneficial owner of the Company’s
unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the
Registration Statement, that is an affiliate or associated person of a FINRA member participating in the Offering (as
determined in accordance with the rules and regulations of FINRA). Except as disclosed in the Registration Statement, the
Disclosure Package and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank
or lending affiliate of the Placement Agent and (ii) does not intend to use any of the proceeds from the sale of the Public
Securities to repay any outstanding debt owed to any affiliate of the Placement Agent.


 




    - 10 -


     


    

 


 


2.20.5 Information.
All information provided by the Company in its FINRA questionnaire to Placement Agent’s counsel specifically for use by counsel
in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all
material respects.


 


2.21 Foreign
Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries,
has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to
customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official
or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate
for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company
(or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty
in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse
Change; (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company.
The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company
to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(collectively, the “FCPA”) or employee; (iv) violated or is in violation of any provision of the FCPA or any
applicable non-U.S. anti-bribery statute or regulation; (v) made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment; or (vi) received notice of any investigation, proceeding or inquiry by any Governmental Entity regarding any
of the matters in clauses (i)-(v) above; and the Company and, to the knowledge of the Company, the Company’s affiliates have
conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed
to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.


 


2.22 Compliance
with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the
activities of any person currently subject to any U.S. sanctions administered by OFAC.


 


2.23 Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in either the Registration Statement, Disclosure Package or Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.


 


2.24 Money
Laundering Laws. 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 jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.


 




    - 11 -


     


    

 


2.25 Reserved


 


2.26 Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Placement Agent’s
counsel shall be deemed a representation and warranty by the Company to the Placement Agent as to the matters covered thereby.


 


2.27 Lock-Up
Agreements. Schedule 1 hereto contains a complete and accurate list of the Company’s officers and directors (collectively,
the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Placement Agent
an executed Lock-Up Agreement, in the form attached hereto as Exhibit C (the “Lock-Up Agreement”),
prior to the execution of this Agreement.


 


2.28 Subsidiaries.
All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization
or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the
conduct of business requires such qualification, except where the failure to qualify would not have a Material Adverse Change.
The Company’s ownership and control of each Subsidiary is as described in the Registration Statement, the Disclosure Package
and the Prospectus.


 


2.29 Related
Party Transactions.


 


2.29.1 Business
Relationships. There are no business relationships or related party transactions involving the Company or any other person
required to be described in the Registration Statement, the Disclosure Package and the Prospectus that have not been described
as required.


 


2.29.2 No
Relationships with Customers and Suppliers. No relationship, direct or indirect, exists between or among the Company on the
one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s
affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated
by reference therein and which is not so described.


 


2.29.3 No
Unconsolidated Entities. There are no transactions, arrangements or other relationships between and/or among the Company, any
of its affiliates (as such term is defined in Rule 405 of the Securities Act) and any unconsolidated entity, including, but not
limited to, any structure finance, special purpose or limited purpose entity that could reasonably be expected to materially affect
the Company’s liquidity or the availability of or requirements for its capital resources required to be described in the
Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described as required.


 


2.29.4 No
Loans or Advances to Affiliates. There are no outstanding loans, advances (except normal advances for business expenses in
the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors
of the Company, any other affiliates of the Company or any of their respective family members, except as disclosed in the Registration
Statement, the Disclosure Package and the Prospectus.


 


2.30 Board of
Directors. The Board of Directors of the Company is comprised of the persons disclosed in the Registration Statement, the
Disclosure Package and the Prospectus. The qualifications of the persons serving as board members and the overall composition
of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the
Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit
committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In
addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as
defined under the listing rules of the Exchange.


 




    - 12 -


     


    

 


 


2.31 Sarbanes-Oxley
Compliance.


 


2.31.1 Disclosure
Controls. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has developed
and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange Act Regulations,
and such controls and procedures are effective to ensure that all material information concerning the Company will be made known
on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public
disclosure documents.


 


2.31.2 Compliance.
The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley
Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions
of the Sarbanes-Oxley Act.


 


2.32 Accounting
Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as
defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act
and have been designed by, or under the supervision of, their respective principal executive and principal financial officers,
or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general
or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the
Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Company’s
auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies
and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s
management and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record,
process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not
material, that involves management or other employees who have a significant role in the Company’s internal controls over
financial reporting. Since the date of the latest audited financial statements included in the Disclosure Package, there has been
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.


 


2.33 No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds
thereof as described in the Registration Statement, the Disclosure Package and the Prospectus, will not be, required to register
as an “investment company,” as defined in the Investment Company Act of 1940, as amended.


 


2.34 No
Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of
the Company, is imminent.


 




    - 13 -


     


    

 


2.35 Intellectual
Property Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent
applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses,
inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the
business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Disclosure
Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary
for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will
involve or give rise to any infringement of, or license or similar fees (other than license or similar fees described or contemplated
in the Registration Statement, the Disclosure Package and the Prospectus) for, any Intellectual Property Rights of others. Neither
the Company nor any of its Subsidiaries has received any notice alleging any such infringement of, license or similar fees for,
or conflict with, any asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually
or in the aggregate, in a Material Adverse Change, (i) to the knowledge of the Company, there is no infringement, misappropriation
or violation by third parties of any of the Intellectual Property Rights owned by the Company; (ii) there is no pending or, to
the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or
to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such
claim, that would, individually or in the aggregate, together with any other claims in this Section 2.35, reasonably be expected
to result in a Material Adverse Change; (iii) the Intellectual Property Rights owned by the Company and, to the knowledge of the
Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid
or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any
facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other
claims in this Section 2.35, reasonably be expected to result in a Material Adverse Change; (iv) there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or
otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written
notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that
would, individually or in the aggregate, together with any other claims in this Section 2.35, reasonably be expected to result
in a Material Adverse Change; and (v) to the Company’s knowledge, no employee of the Company is in or has ever been in violation
in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition
agreement, non-solicitation agreement, 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, or actions undertaken by the employee while
employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change.
To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been
disclosed in a filed patent application has been kept confidential. The Company is not a party to or bound by any options, licenses
or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth
in the Registration Statement, the Disclosure Package and the Prospectus and are not described therein. The Registration Statement,
the Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the
preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation
of any material contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors
or employees, or otherwise in material violation of the rights of any persons.


 




    - 14 -


     


    

 


All licenses for the
use of the Intellectual Property described in the Registration Statement, the Disclosure Package and the Prospectus are in full
force and effect in all material respects and are enforceable by the Company and, to the Company’s knowledge, the other parties
thereto, in accordance with their terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision
may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought. None of such agreements or instruments has been assigned by the Company, and the Company has not, and
to the Company’s knowledge, no other party is in default thereunder and no event has occurred that, with the lapse of time
or the giving of notice, or both, would constitute a default thereunder.


 


2.36 Reserved


 


2.37 Taxes.
Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries
has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed
against the Company or such respective Subsidiary, except as would not be reasonably expected to have a Material Adverse Change.
The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement
are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such
consolidated financial statements. Except as disclosed in writing to the Placement Agent, (i) no issues have been raised (and are
currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its
Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given
by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign
and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service,
service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs,
duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions
to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports,
statements and other documents required to be filed in respect to taxes.


 


2.38 ERISA
Compliance. The Company 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 or its “ERISA Affiliates” (as defined
below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the
Company, 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 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 or any of its ERISA
Affiliates. No “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates,
if such “employee benefit plan” were terminated, would have any material “amount of unfunded benefit
liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably
expects to incur any material 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 or any of its ERISA Affiliates that is intended to be qualified under
Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or
failure to act, which would cause the loss of such qualification.


 




    - 15 -


     


    

 


2.39 Compliance
with Laws. The Company: (i) is and at all times has been in compliance in all material respects with all statutes, rules, or
regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing,
labeling, promotion, sale, offer for sale, storage, import, export storage or disposal of any product manufactured or distributed
by the Company (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Change; (ii) has not received from any governmental authority any notice or other communication alleging
or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits
and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (iii) possesses
all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of
any term of any such Authorizations; (iv) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action from any governmental authority or third party alleging that any product operation or
activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or
third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) has not received
written notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify or revoke
any Authorizations and has no knowledge that any such governmental authority is considering such action, except as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Change; (vi) has filed, obtained, maintained or submitted
all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required
by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented
by a subsequent submission); and (vii) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused
to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, or other notice
or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to
the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.


 


2.40 Environmental
Laws. The Company and its Subsidiaries are in compliance with all foreign, federal, state and local rules, laws and
regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of
health and safety or the environment which are applicable to their businesses (“Environmental Laws”),
except where the failure to comply would not, singularly or in the aggregate, result in a Material Adverse Change. There has
been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind
of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its Subsidiaries (or,
to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its Subsidiaries is or
may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any of its
Subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment,
decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order,
judgment, decree or permit, give rise to any liability; and there has been no disposal, discharge, emission or other release
of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other
hazardous substances with respect to which the Company has knowledge. In the ordinary course of business, the Company and its
Subsidiaries conduct periodic reviews of the effect of Environmental Laws on their business and assets, in the course of
which they identify and evaluate 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 governmental permits
issued thereunder, any related constraints on operating activities and any potential liabilities to third parties). On the
basis of such reviews, the Company and its Subsidiaries have reasonably concluded that such associated costs and liabilities
would not have, singularly or in the aggregate, a Material Adverse Change.


 




    - 16 -


     


    

 


2.41 Real
Property. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company and each
of its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items
of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case
free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially
affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company
or any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered
as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement,
the Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received
any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary
under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary
to the continued possession of the leased or subleased premises under any such lease or sublease.


 


2.42 Contracts
Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of
its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including,
but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially
affect the Company’s or any of its Subsidiaries’ liquidity or the availability of or requirements for their capital
resources required to be described or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus
which have not been described or incorporated by reference as required.


 


2.43 Ineligible
Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness
of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities and at
the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account
of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible
issuer.


 


2.44 Industry
Data. The statistical and market-related data included in each of the Registration Statement, the Disclosure Package and the
Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate
or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.


 


2.45 Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used,
directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring
any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause
any of the ADSs to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve
Board.


 


2.46 Exchange
Act Reports. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e),
14 and 15(d) of the Exchange Act during the preceding 12 months (except to the extent that Section 15(d) requires reports to
be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act, which shall be governed by the next clause of this
sentence); and the Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(d) and 13(g)
of the Exchange Act since January 1, 2016, except where the failure to timely file could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Change.


 




    - 17 -


     


    

 


2.47 Minute
Books. The minute books of the Company have been made available to the Placement Agent and counsel for the Placement Agent,
and such books (i) contain a complete summary of all meetings and actions of the board of directors (including each board committee)
and stockholders of the Company (or analogous governing bodies and interest holders, as applicable), and each of its Subsidiaries
since the time of its respective incorporation or organization through the date of the latest meeting and action, and (ii) accurately
in all material respects reflect all transactions referred to in such minutes. There are no material transactions, agreements,
dispositions or other actions of the Company that are not properly approved and/or accurately and fairly recorded in the minute
books of the Company, as applicable.


 


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


 


2.49 No
Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or stockholders (without the consent
of the Placement Agent) has taken or shall take, directly or indirectly, any action designed to or that has constituted or that
might reasonably be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Public Securities.


 


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


 


3. Covenants
of the Company. The Company covenants and agrees as follows:


 


3.1 Amendments
to Registration Statements. The Company shall deliver to the Placement Agent, prior to filing, any amendment or supplement
to the ADS Registration Statement, the Registration Statement, Preliminary Prospectus, Disclosure Package or Prospectus proposed
to be filed after the Effective Date and not file any such amendment or supplement to which the Placement Agent shall reasonably
object in writing.


 






    - 18 -


     


    

 


3.2 Federal
Securities Laws.


 


3.2.1 Compliance.
The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 424(b) and Rule 430B of the Securities Act Regulations,
and will notify the Placement Agent promptly, and confirm the notice in writing, (i) when any post-effective amendment to the the
ADS Registration Statement or the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure
Package or the Prospectus shall have been filed and when any post-effective amendment to the ADS Registration Statement or Registration
Statement shall become effective; (ii) of the receipt of any comments from the Commission; (iii) of any request by the Commission
for any amendment to the ADS Registration Statement or Registration Statement or any amendment or supplement to any Preliminary
Prospectus, the Disclosure Package or the Prospectus or for additional information; (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the ADS Registration Statement or the Registration Statement or any post-effective amendment
or of any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package or the Prospectus, or of
the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities
Act concerning the ADS Registration Statement or the Registration Statement; and (v) if the Company becomes the subject of a proceeding
under Section 8A of the Securities Act in connection with the Offering of the Public Securities. The Company shall effect all filings
required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required by Rule 424(b)
(without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether the form of
prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not,
it will promptly file such prospectus. The Company shall use its commercial best efforts to prevent the issuance of any stop order,
prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.


 


3.2.2 Continued
Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the
Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this
Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time when a prospectus
relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations
(“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the
Public Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of
counsel for the Placement Agent or for the Company, to (i) amend the Registration Statement in order that the Registration
Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Disclosure Package or the
Prospectus in order that the Disclosure Package or the Prospectus, as the case may be, 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 not misleading in the
light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or
amend or supplement the Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of
the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Placement Agent notice of such
event; (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the
Registration Statement, the Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of
time prior to any proposed filing or use, furnish the Placement Agent with copies of any such amendment or supplement and (C)
file with the Commission any such amendment or supplement; provided, however, that the Company shall not file
or use any such amendment or supplement to which the Placement Agent or counsel for the Placement Agent shall reasonably
object. The Company will furnish to the Placement Agent such number of copies of such amendment or supplement as the
Placement Agent may reasonably request. The Company has given the Placement Agent notice of any filings made pursuant to the
Exchange Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time. The Company shall give the
Placement Agent notice of its intention to make any such filing from the Applicable Time until the Closing Date and will
furnish the Placement Agent with copies of the related document(s) a reasonable amount of time prior to such proposed filing,
as the case may be, and will not file or use any such document to which the Placement Agent or counsel for the Placement
Agent shall reasonably object.


 


3.2.3 Exchange
Act Registration. For a period of one (1) year after the date of this Agreement, the Company shall use its commercial best
efforts to maintain the registration of the ADSs under the Exchange Act. The Company shall not deregister the ADSs under the Exchange
Act for a period of two years after the date of this Agreement without the prior written consent of the Placement Agent, which
consent shall not be unreasonably withheld.


 




    - 19 -


     


    

 


3.2.4 Free
Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Placement Agent, it shall
not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission
or retained by the Company under Rule 433; provided, however, that the Placement Agent shall be deemed to have consented
to any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by
the Placement Agent. The Company represents that it has treated or agrees that it will treat each such free writing prospectus
consented to, or deemed consented to, by the Placement Agent as an “issuer free writing prospectus,” as defined in
Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including
timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer
Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus
conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue
statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Placement
Agent and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such
conflict, untrue statement or omission.


 


3.3 Delivery
to the Placement Agent of Registration Statements. The Company has delivered or made available or shall deliver or make available
to the Placement Agent and counsel for the Placement Agent, without charge, signed copies of the ADS Registration Statement and
the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of all consents
and certificates of experts, and will also deliver to the Placement Agent, without charge, a conformed copy of the ADS Registration
Statement and the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Placement
Agent. The copies of the ADS Registration Statement and the Registration Statement and each amendment thereto furnished to the
Placement Agent will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.


 


3.4 Delivery
to the Placement Agent of Prospectuses. The Company has delivered or made available or will deliver or make available to each
Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter,
without charge, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by
Rule 172, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented)
as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Placement
Agent will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to
the extent permitted by Regulation S-T.


 


3.5 Events
Requiring Notice to the Placement Agent. The Company shall use its best efforts to cause the Registration Statement to remain
effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Placement Agent
immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendments thereto;
(ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose;
(iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public
Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose;
(iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the ADS Registration Statement,
the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the
Commission; and (vi) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the
Company, makes any statement of a material fact made in the the ADS Registration Statement, the Registration Statement, the Disclosure
Package or the Prospectus untrue or that requires the making of any changes in (a) the ADS Registration Statement or the Registration
Statement in order to make the statements therein not misleading, or (b) in the Disclosure Package or the Prospectus in order to
make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any
state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable
effort to obtain promptly the lifting of such order.


 






    - 20 -


     


    

 


3.6 Review
of Financial Statements. For a period of one (1) year after the date of this Agreement, the Company, at its expense, shall
cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial
statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.


 


3.7 Listing.
The Company shall use its commercial best efforts to maintain the listing of the shares of ADSs (including the Public Securities)
on the Exchange for at least one year from the date of this Agreement.


 


3.8 Reports
to the Placement Agent.


 


3.8.1 Periodic
Reports, etc. For a period of three (3) years after the date of this Agreement, the Company shall furnish or make available
to the Placement Agent copies of such financial statements and other periodic and special reports as the Company from time to time
furnishes generally to holders of any class of its securities and also promptly furnish to the Placement Agent: (i) a copy of each
periodic report the Company shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations;
(ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released
by the Company; (iii) a copy of each Form 6-K prepared and furnished or filed by the Company; (iv) five copies of each registration
statement filed by the Company under the Securities Act; (v) a copy of each report or other communication furnished to stockholders
and (vi) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the
Company as the Placement Agent may from time to time reasonably request; provided, however, the Placement Agent shall
sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Placement
Agent and Placement Agent counsel in connection with the Placement Agent’s receipt of such information. Documents filed with
the Commission pursuant to its EDGAR system, and press releases released through customary channels shall be deemed to have been
delivered to the Placement Agent pursuant to this Section 3.8.1.


 


3.8.2 Transfer
Agent; Transfer Sheets. For a period of three (3) years after the date of this Agreement, the Company shall retain a
transfer agent and registrar acceptable to the Placement Agent (the “Transfer Agent”) and shall furnish to
the Placement Agent at the Company’s sole cost and expense such transfer sheets of the Company’s securities as
the Placement Agent may reasonably request, including the daily and monthly consolidated transfer sheets of the Transfer
Agent. Depositary is acceptable to the Placement Agent to act as Transfer Agent for the ADSs.


 


3.8.3 Trading
Reports. During such time as the Public Securities are listed on the Exchange, the Company shall provide
to the Placement Agent, at the Company’s expense, such reports published by Exchange relating to price trading of the Public
Securities, as the Placement Agent shall reasonably request.


 




    - 21 -


     


    

 


3.9 Payment
of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent
not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement,
including, but not limited to: (i) all filing fees and communication expenses relating to the registration of Public Securities
to be issued and sold in the Offering with the Commission; (ii) all filing fees associated with the review of the Offering by FINRA;
(iii) all fees and expenses relating to the listing of such Public Securities on the Exchange, including any fees charged by The
Depository Trust Company (DTC) or the Depositary for new securities; (iv) all fees, expenses and disbursements relating to background
checks of the Company’s officers and directors in an amount not to exceed $10,000 in the aggregate; (v) all fees, expenses
and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of
such foreign jurisdictions as the Placement Agent may reasonably designate; (vi) the costs of all mailing and printing of the offering
documents (including, without limitation, this Agreement, any blue sky surveys and, if appropriate, any agreement among Placement
Agent, selected dealers’ agreement, Placement Agent’ questionnaire and power of attorney), Registration Statements,
Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement
Agent may reasonably deem necessary; (vii) the costs and expenses of the public relations firm referred to in Section 3.8 hereof;
(viii) the costs of preparing, printing and delivering certificates representing the Public Securities; (ix) fees and expenses
of the Transfer Agent for the ADSs; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from
the Company to the Placement Agent; (xi) to the extent approved by the Company in writing, the costs associated with post-Closing
advertising of the Offering in the national editions of The Wall Street Journal and The New York Times; (xii) the fees and expenses
of the Company’s accountants; (xiii) the fees and expenses of the Company’s legal counsel and other agents and representatives;
(xiv) the reasonable and documented fees and expenses of Underwriter’s legal counsel not to exceed $75,000; (xv) the $15,000
cost associated with the Placement Agent’ use of Ipreo’s book building, prospectus tracking and compliance software
for the Offering; and (xvi) up to $10,000 of the Placement Agent’ actual accountable “road show” expenses for
the offering. The reimbursement of reasonable out of pocket accountable expenses shall not exceed $110,000 in aggregate. The Placement
Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date,
if any, the expenses set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that
the Offering is terminated, the Company agrees to reimburse the Placement Agent for each of the foregoing amounts.


 


3.10 Application
of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the
application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package
and the Prospectus.


 


3.11 Delivery
of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an
earnings statement (which need not be certified by independent registered public accounting firm unless required by the Securities
Act or the Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities
Act) covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement.


 


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


 




    - 22 -


     


    

 


3.13 Internal
Controls. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with IFRS and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.


 


3.14 Accountants.
As of the date of this Agreement, the Company shall continue to retain a nationally recognized independent registered public accounting
firm for a period of at least three (3) years after the date of this Agreement. The Placement Agent acknowledges that the Auditor
is acceptable to the Placement Agent.


 


3.15 FINRA.
The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i)
any officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company's securities or (iii)
any beneficial owner of the Company's unregistered equity securities which were acquired during the 180 days immediately preceding
the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating in the
Offering (as determined in accordance with the rules and regulations of FINRA).


 


3.16 No
Fiduciary Duties. The Company acknowledges and agrees that the Placement Agent’ responsibility to the Company is solely
contractual in nature and that none of the Placement Agent or their affiliates or any selling agent shall be deemed to be acting
in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering
and the other transactions contemplated by this Agreement.


 


3.17 Restriction
on Continuous Offerings. Notwithstanding the restrictions contained in Section 3.18, the Company, on behalf of itself and any
successor entity, agrees that, without the prior written consent of the Placement Agent, it will not, for a period of 12 months
after the date of this Agreement, directly or indirectly in any “at-the-market” or continuous equity transaction, offer
to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any
securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.


 


3.18 Company
Lock-Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent
of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”),
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary
Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary
Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the
Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities
convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt
securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares
or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be
settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash
or otherwise.


 




    - 23 -


     


    

 


The restrictions contained
in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance
by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion
of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is
disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities
have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price,
exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company
of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided
that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of
the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration
of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.


 


3.19 Release
of D&O Lock-up Period. If the Placement Agent, in its sole discretion, agrees to release or waive the restrictions set
forth in the Lock-Up Agreements described in Section 2.27 hereof for an officer or director of the Company and provide the Company
with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver,
the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit D
hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.


 


3.20 Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Placement Agent, if necessary, to qualify
the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic
or foreign) as the Placement Agent may designate and to maintain such qualifications in effect so long as required to complete
the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any
general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in
which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject.


 


3.21 Reporting
Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception
afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed
with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations.
Additionally, the Company shall report the use of proceeds from the issuance of the Public Securities as may be required under
Rule 463 under the Securities Act Regulations.


 


3.22 Press
Releases. Prior to the Closing Date and any Option Closing Date, the Company shall not issue any press release or other communication
directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings,
business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and
consistent with the past practices of the Company and of which the Placement Agent is notified), without the prior written consent
of the Placement Agent, which consent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel,
and after notification to the Placement Agent, such press release or communication is required by law.


 


3.23 Sarbanes-Oxley.
Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company shall at all times comply
with all applicable provisions of the Sarbanes-Oxley Act in effect from time to time.


 




    - 24 -


     


    

 


4. Conditions
of Placement Agent’ Obligations. The obligations of the Buyers to purchase and pay for the ADSs, as provided in the Securities
Purchase Agreement, and the obligations of the Placement Agent to arrange for the aggregate purchase amount to be paid to the Company,
shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and
as of the Closing Date; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof;
(iii) the performance by the Company of its obligations hereunder; and (iv) the following conditions:


 


4.1 Regulatory
Matters.


 


4.1.1 Commission
Actions; Required Filings. As of the Closing Date, no stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment thereto shall have been issued under the Securities Act, no order preventing or suspending the
use of any Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes shall have
been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with
each request (if any) from the Commission for additional information. The Prospectus containing the Rule 430A Information shall
have been filed with the Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations
(without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared
effective by, the Commission in accordance with the requirements of Rule 430A under the Securities Act Regulations.


 


4.1.2 FINRA
Clearance. On or before the date of this Agreement, the Placement Agent shall have received clearance from FINRA as to the
amount of compensation allowable or payable to the Placement Agent as described herein.


 


4.1.3 Exchange Stock
Market Clearance. On the Closing Date, the Company’s ADSs and Ordinary Shares shall have been approved for listing on
the Exchange, subject only to official notice of issuance.


 


4.2 Company
Counsel Matters.


 


4.2.1 Closing
Date Opinion of U.S. Counsel. On the Closing Date, the Placement Agent shall have received the favorable opinion of Sullivan
& Worcester LLP, U.S. counsel to the Company, and a written statement providing certain “10b-5” negative assurances,
dated the Closing Date and addressed to the Placement Agent, substantially in the form of Exhibit E-1 attached hereto.


 


4.2.2 Opinion
of Israeli Counsel for the Company. On the Closing Date, the Placement Agent shall have received the opinion of Har-Even &
Co., as Israeli counsel for the Company, and a written statement providing certain “10b-5” negative assurances, dated
the Closing Date and addressed to the Placement Agent, substantially in the form of Exhibit E-2 attached hereto.


 


4.2.3 Reliance.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the
United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Placement Agent)
of other counsel reasonably acceptable to the Placement Agent, familiar with the applicable laws; and (ii) as to matters of fact,
to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments
of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company; provided
that copies of any such statements or certificates shall be delivered to the Placement Agent’s counsel if requested. The
opinions of Sullivan & Worcester LLP, and any opinion relied upon by Sullivan & Worcester LLP, shall include a statement
to the effect that it may be relied upon by the Placement Agent’s counsel in its opinion delivered to the Placement Agent.


 




    - 25 -


     


    

 


4.3 Comfort
Letters.


 


4.3.1 Cold
Comfort Letter. At the time this Agreement is executed you shall have received a cold comfort letter from the Auditor containing
statements and information of the type customarily included in accountants’ comfort letters with respect to the financial
statements and certain financial information contained or incorporated or deemed incorporated by reference in the Registration
Statement, the Disclosure Package and the Prospectus, addressed to the Placement Agent and in form and substance satisfactory in
all respects to you and to the Auditor, dated as of the date of this Agreement.


 


4.3.2 Bring-down
Comfort Letter. At the Closing Date, the Placement Agent shall have received from the Auditor letters, dated as of the Closing
Date, to the effect that the Auditor reaffirms the statements made in its letter furnished pursuant to Section 4.3.1, except that
the specified date referred to shall be a date not more than three (3) business days prior to the Closing Date.


 


4.4 Officers’
Certificates.


 


4.4.1 Officers’
Certificate. The Company shall have furnished to the Placement Agent a certificate, dated the Closing Date, of its Chief Executive
Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the
Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and
each amendment thereto, as of the Applicable Time and as of the Closing Date did not include any untrue statement of a material
fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
and the Disclosure Package, as of the Applicable Time and as of the Closing Date, any Issuer Free Writing Prospectus as of its
date and as of the Closing Date, and the Prospectus and each amendment or supplement thereto, as of the respective date thereof
and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since
the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment
to the Registration Statement, the Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable
investigation, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct
in all material respects (or for those already qualified by materiality, in all respects) and the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing, and (iv)
there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference
in the Disclosure Package, any material adverse change in the financial position or results of operations of the Company, or any
change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse
change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company,
except as set forth in the Prospectus.


 


4.4.2 Secretary’s
Certificate. At each of the Closing Date, the Placement Agent shall have received a certificate of the Company signed by the
Secretary of the Company, dated the Closing Date, certifying: (i) that the Charter is true and complete, has not been
modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering
are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between
the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred
to in such certificate shall be attached to such certificate.


 




    - 26 -


     


    

 


4.5 No
Material Changes. Prior to and on each of the Closing Date: (i) there shall have been no material adverse change or development
involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise,
of the Company from the latest dates as of which such condition is set forth in the Registration Statement and no change in the
capital stock or debt of the Company, the Disclosure Package and the Prospectus; (ii) no action, suit or proceeding, at law or
in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal or state
commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect
the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement,
the Disclosure Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings
therefor shall have been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule,
regulation or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale
of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations
of the Company; (v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction
shall have been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or
potentially materially and adversely affect the business or operations of the Company and (vi) the Registration Statement, the
Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are
required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all
material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement,
the Disclosure Package, the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


 


4.6 Corporate
Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of
this Agreement, the Public Securities, the Registration Statement, the Disclosure Package and the Prospectus and all other legal
matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all
material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information
that they may reasonably request to enable them to pass upon such matters.


 


4.7 Delivery
of Agreements.


 


4.7.1 Lock-Up
Agreements. On or before the date of this Agreement, the Company shall have delivered to the Placement Agent executed copies
of the Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.


 


4.8 Additional
Documents. At the Closing Date, Placement Agent’s counsel shall have been furnished with such documents and opinions
as they may require for the purpose of enabling the Placement Agent’s counsel to deliver an opinion to the Placement Agent,
or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities as
herein contemplated shall be satisfactory in form and substance to the Placement Agent and Placement Agent’s counsel.


 






    - 27 -


     


    

 


5.
Indemnification. 


 


5.1 Indemnification
of the Placement Agent. In consideration of the Placement Agent’s execution and delivery of, and the performance of
its obligations under, this Agreement, and in addition to all of the Company’s other obligations under the Securities
Purchase Agreement, the Company shall defend, indemnify and hold harmless Placement Agent, each of its Affiliates, each
Person, if any, who controls Placement Agent or any of its Affiliates within the meaning of Section 15 of the Act or Section
20 of the Exchange Act, and each of its and its directors, officers, partners, members, shareholders, direct or indirect
investors, employees, representatives and agents (including, without limitation, those attorneys and other agents retained by
Placement Agent or any such other Person in connection with the transactions contemplated by this Agreement and the other
Offering Documents) (collectively, the “Placement Agent Indemnified Parties,” and each a
“Placement Agent Indemnified Party”), from and against any and all claims,
actions, causes of action, suits, proceedings (including, without limitation, as a party in interest or otherwise in
any action or proceeding for injunctive or other equitable relief), including, without
limitation, any and all derivative actions brought on behalf of the Company or any Subsidiary, and any and all civil,
criminal or regulatory investigations, whether formal or informal, to which any Placement Agent Indemnified Party may become
subject (irrespective of whether any such Placement Agent Indemnified Party is a party, threatened to be made a party,
or a witness to the claim, action, cause of action, suit, proceeding or investigation for which indemnification hereunder is
sought), and all damages, losses, liabilities and expenses (including the reasonable fees and
expenses of counsel) incurred by any Placement Agent Indemnified Party (including, without limitation, in settlement of any
claim, action, cause of action, suit, proceeding or investigation), in each case as incurred (collectively, a
“Claim”), as a result of, or arising out of, or relating to (i) any misrepresentation, inaccuracy
or breach of any representation or warranty made by the Company or any Subsidiary in this Agreement or in the Registration
Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, (ii) any breach of any covenant,
agreement or obligation of the Company or any Subsidiary contained in this Agreement or in the Registration Statement, the
Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, (iii) the execution, delivery, performance or
enforcement of this Agreement or the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and
the Prospectus, (iv) any transaction financed or to be financed in whole or in part, directly or indirectly, with the
proceeds of the issuance of the Securities, (v) any untrue statement or alleged untrue statement of a material fact contained
in any the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, or any
amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi)
the status of such Placement Agent Indemnified Party as a holder of any equity or debt securities of the Company or any of
its subsidiaries, including, without limitation, any of the Securities or the Placement Agent Securities, or as a party (or
agent or attorney of such party) to this Agreement, (vii) any act or failure to act or any alleged act or failure to act by
any Placement Agent Indemnified Party in connection with, or relating in any manner to, the Securities, the Offering or any
of the transactions contemplated by this Agreement, provided that the Company shall not be liable under this clause (vii) to
the extent that a court of competent jurisdiction shall have determined by a final, non-appealable judgment that such claim,
action, cause of action, suit, proceeding, investigation, damage, loss, liability or
expense resulted directly from the violation of law, bad faith or willful misconduct of such Placement Agent
Indemnified Party; and to reimburse such Placement Agent Indemnified Party for any and all expenses (including the reasonable
fees and disbursements of counsel chosen by such Placement Agent Indemnified Party) as such expenses are incurred by such
Placement Agent Indemnified Party in connection with investigating, defending, settling, compromising or paying any such claim,
action, cause of action, suit, proceeding, investigation, damage, loss, liability or
expense. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.


 




    - 28 -


     


    

 


5.2 Notifications
and Other Indemnification Procedures. Promptly after receipt by a Placement Agent Indemnified Party under this Section 5 of
notice of the commencement of any action, such Placement Agent Indemnified Party will, if a claim in respect thereof is to be made
against the Company under this Section 5, notify the Company in writing of the commencement thereof, but the omission so to notify
the Company will not relieve it from any liability, which it may have to any Placement Agent Indemnified Party for contribution
to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any Placement
Agent Indemnified Party and the such Placement Agent Indemnified Party seeks or intends to seek indemnity from the Company, the
Company will be entitled to participate in, and, by written notice delivered to such Placement Agent Indemnified Party promptly
after receiving the aforesaid notice from such Placement Agent Indemnified Party, to assume the defense thereof with counsel reasonably
satisfactory to such Placement Agent Indemnified Party; provided, however, if the defendants in any such action include
both the Placement Agent Indemnified Party and the Company, and the Placement Agent Indemnified Party shall have reasonably concluded
that a conflict may arise between the positions of the Company and the Placement Agent Indemnified Party in conducting the defense
of any such action or that there may be legal defenses available to it and/or other Placement Agent Indemnified Parties which are
different from or additional to those available to the Company, such Placement Agent Indemnified Party or Placement Agent Indemnified
Parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense
of such action on behalf of such Placement Agent Indemnified Party or Placement Agent Indemnified Parties. Upon receipt of notice
from the Company to the Placement Agent Indemnified Party of the Company’s election so to assume the defense of such action
and approval by such Placement Agent Indemnified Party of counsel, the Company will not be liable to such Placement Agent Indemnified
Party under this Section 8 for any legal or other expenses subsequently incurred by such Placement Agent Indemnified Party in connection
with the defense thereof unless: (i) the Placement Agent Indemnified Party shall have employed separate counsel in accordance with
the proviso to the next preceding sentence (it being understood, however, that the Company shall not be liable for the expenses
of more than one separate counsel, approved by the Company), representing the Placement Agent Indemnified Parties who are parties
to such action); (ii) the Company shall not have employed counsel satisfactory to the Placement Agent Indemnified Party to represent
the Placement Agent Indemnified Party within a reasonable time after notice of commencement of the action; or (iii) the Company
has authorized the employment of counsel for the Placement Agent Indemnified Party at the expense of the Company, in each of which
cases the fees and expenses of counsel shall be at the expense of the Company.


 


5.3 Settlements.
The Company shall not be liable under this Section 5 for any settlement of any proceeding effected without its written consent,
which consent shall not be unreasonably conditioned, withheld or delayed, but if settled with such consent or if there be a final
judgment for the plaintiff, the Company agrees to indemnify the applicable Placement Agent Indemnified Party or Placement Agent
Indemnified Parties against any claim, action, cause of action, suit, proceeding, investigation,
damage, loss, liability or expense by reason of such settlement or judgment. The Company shall
not, without the prior written consent of the Placement Agent Indemnified Party, effect any settlement, compromise or consent to
the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Placement Agent Indemnified
Party is or could have been a party and indemnity was or could have been sought hereunder by such Placement Agent Indemnified Party,
unless such settlement, compromise or consent includes: (i) an unconditional release of such Placement Agent Indemnified Party
from all liability on claims that are the subject matter of such action, suit or proceeding; and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of any Placement Agent Indemnified Party.


 


5.4 Contribution.
If the indemnification provided for in this Section 5 is unavailable to or insufficient to hold harmless a Placement Agent Indemnified
Party under Section 5(a) above in respect of any claim, action, cause of action, suit, proceeding,
investigation, damage, loss, liability or expense, then the Company shall contribute
to the aggregate amount paid or payable by such Placement Agent Indemnified Party in such proportion as is appropriate to reflect
the relative benefits received by the Company, on the one hand, and such Placement Agent Indemnified Party, on the other, from
the Offering. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law then
the Company shall contribute to such amount paid or payable by such Placement Agent Indemnified Party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one hand, and such Placement
Agent Indemnified Party, on the other, in connection with the actions or omissions which resulted in such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such action or omission.


 






    - 29 -


     


    

 


The Company and Placement
Agent agree that it would not be just and equitable if contributions pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in
this Section 5(d). The amount paid or payable by a Placement Agent Indemnified Party as a result of the losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) referred to above in this Section 5(d) shall be deemed to include
any legal or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending
any such claim, action, cause of action, suit, proceeding or investigation. Notwithstanding the provisions of this subsection (d):
(i) Placement Agent shall not be required to contribute any amount in excess of the amount of the Cash Fee actually received by
Placement Agent pursuant to this Agreement; and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


5.5 Timing
of Any Payments of Indemnification. Any losses, claims, damages, liabilities or expenses for which a Placement Agent Indemnified
Party is entitled to indemnification or contribution under this Section 5 shall be paid by the Company to the Placement Agent Indemnified
Party as such losses, claims, damages, liabilities or expenses are incurred, but in all cases, no later than fifteen (15) days
of invoice to the Company.


 


5.6 Acknowledgements
of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented
by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section
5, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 5 fairly allocate
the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure
is made in the Disclosure Package.


 


6. Right
of First Refusal. Provided that the ADSs are sold in accordance with the terms of the Securities Purchase Agreement, the
Placement Agent shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a
period of four (4) months after the date the Offering is completed, to act as sole investment banker, sole book-runner,
and/or sole placement agent in the United States, at the Placement Agent’s sole discretion, for each and every future
public and private equity and debt offering, including all equity linked financings (each, a “Subject
Transaction”) in the United States, during such four (4) month period, of the Company, or any successor to or
subsidiary of the Company, on terms and conditions customary to the Placement Agent for such Subject Transactions. The
Placement Agent shall have the sole right to determine whether or not any other broker dealer shall have the right to
participate in any such offering and the economic terms of any such participation.


 




    - 30 -


     


    

 


 


The Company shall notify
the Placement Agent of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written
notice thereof by registered mail or overnight courier service addressed to the Placement Agent.  If the Placement Agent fails
to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing
of such written notice, then the Placement Agent shall have no further claim or right with respect to the Subject Transaction.
The Placement Agent may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to
any Subject Transaction; provided that any such election by the Placement Agent shall not adversely affect the Placement Agent’s
Right of First Refusal with respect to any other Subject Transaction during the four (4) month period agreed to above.  


 


7. Miscellaneous.


 


7.1 Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered
or certified mail, return receipt requested), personally delivered or sent by e-mail or facsimile transmission and confirmed and
shall be deemed given when so delivered, e-mailed or faxed and confirmed or if mailed, two (2) days after such mailing.


 


If to the Placement Agent:


 


ThinkEquity, a division of Fordham Financial Management,
Inc.

17 State Street, 22nd Floor

New York, New York 10004

Attention: Mr. Eric Lord, Head of Investment Banking

Fax No.: (212) 349-2550


E-mail: el@think-equity.com


 


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




Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154


Attn: Mitchell S. Nussbaum, Esq.


Fax No.:  (212) 504-3013


 


If to the Company:


 


Nano Dimension Ltd.

2 Ilan Ramon Street

Ness Ziona Science Park


Ness Ziona 7403635 Israel


Attention: Chairman and Chief Executive Officer


Fax No:


 


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


 


Sullivan & Worcester LLP


1633 Broadway

New York, NY 10019


Attention: Oded Har-Even, Esq.


Fax No: (212) 660-3001


 




    - 31 -


     


    

 





And to:


 


Har-Even & Co.

41-45 Rothschild Blvd.

Beit Zion

Tel-Aviv, Israel 65784


Attention: Reut Alfiah, Adv.

Fax No.: + 972-3-7955550


 


7.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.


 


7.3 Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.


 


7.4 Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms
and conditions of that certain engagement letter between the Company and ThinkEquity, a division of Fordham Financial Management,
Inc., dated March 16, 2020, shall remain in full force and effect.


 


7.5 Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Placement Agent, the Company and
the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives,
heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or
in respect of or by virtue of this Agreement or any provisions herein contained.


 


7.6 Governing
Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon
the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to Nano Dimension USA Inc., 3671 Enochs Street, Santa Clara CA 95051. Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and,
to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Placement Agent hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby.


 




    - 32 -


     


    

 


7.7 Judgment
Currency. The obligation of the Company in respect of any sum due to any Underwriter under this Agreement shall, notwithstanding
any judgment in a currency other than U.S. dollars or any other applicable currency (the “Judgment Currency”),
not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in the Judgment
Currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase U.S.
dollars or any other applicable currency with the Judgment Currency; if the U.S. dollars or other applicable currency so purchased
are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify such Underwriter against such loss. If the U.S. dollars or other applicable currency so purchased
are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company an amount
equal to the excess of the U.S. dollars or other applicable currency so purchased over the sum originally due to such Underwriter
hereunder.


 


7.8 Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission
shall constitute valid and sufficient delivery thereof.


 


7.9 Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.


 


[Signature Page Follows]


 




    - 33 -


     


    

 


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


 





	 	Very truly yours,
	 	 
	 	NANO DIMENSION LTD.



 


	 	By:	/s/ Yael Sandler 
	 	 	Name: 	Yael Sandler
	 	 	Title:	Chief Financial Officer







 


Confirmed as of the date first written above mentioned:


 





	THINKEQUITY	 	 



 


	A Division of Fordham Financial Management, Inc.	 	 



 


	By:	/s/ Eric Lord	 
	 	Name: 	Eric Lord	 
	 	Title:	Head of Investment Banking	 




 







     


     


    

 


SCHEDULE 1


 


List of Lock-Up Parties


 


Ofir Baharav


Simon Anthony-Fried 


Amit Dror


Yaron Eitan


Roni Kleinfeld


Christopher Moran


Nira Poran


Yoav Stern


Yael Sandler


Dr. Jaim Nulman


Zvi Peled


 




    Sch. 1-1


     


    



 


EXHIBIT A


 


Form of Securities Purchase Agreement


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this” Agreement”) is dated as of May 20, 2020, between Nano Dimension Ltd., a company organized under
the laws of Israel (the” Company”), and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS, subject
to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act (as defined below), 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.


 


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


 


“ADS(s)”
means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing fifty (50) Ordinary
Shares.


 


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


 


“Applicable
Laws” shall have the meaning ascribed to such term in Section 3.1(nn).


 


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


 


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


 


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


 




    Ex. A-1 


     


    

 


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


 


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


 


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


 


“Deposit
Agreement” means the Deposit Agreement by and among Nano Dimension Ltd., The Bank of New York Mellon as Depositary, and
owners and holders from time to time of ADSs issued thereunder, including the Form of American Depositary Shares.


 


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


 


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


 


“Environmental
Laws” shall have the meaning ascribed to such term in Section 3.1(mm).


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(r).


 


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


 


“Exempt
Issuance” means the issuance of (a) ADSs, Ordinary Shares or options to employees, officers or directors of the
Company or options to service providers to the Company pursuant to any stock or option plan in existence as of the date
hereof, so long as any options so issued to such service providers do not vest during the Restriction Period (as defined
below), (b) ADSs or Ordinary Shares upon the exercise or exchange of or conversion of securities exercisable or exchangeable
for or convertible into ADSs or Ordinary Shares issued and outstanding on the date of this Agreement, provided that such
securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (c)
securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of
the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and
carry no registration rights that require or permit the filing of any registration statement in connection therewith during
the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the
equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a
business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the
investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities and (d) issuances of restricted ADSs or
restricted Ordinary Shares or warrants to purchase same, to consultants or service providers of the Company, provided that
such ADSs or Ordinary Shares are issued as “restricted securities” (as defined in Rule 144) and carry no
registration rights.


 




    Ex. A-2 


     


    




 


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


 


“Federal
Reserve” shall have the meaning ascribed to such term in Section 3.1(ii).


 


“Hazardous
Substances” shall have the meaning ascribed to such term in Section 3.1(mm).


“IFRS”
means International Financial Reporting Standards as issued by the International Accounting Standards Board.


 


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


 


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


 


“Israeli
Company Counsel” means Har-Even & Co., with offices located at 41-45 Rothschild Blvd, Tel Aviv-Yafo, Israel.


 


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


 


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


 


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


 


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


 


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


 


“Per
ADS Purchase Price” equals $2.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of ADSs and/or the Ordinary Shares that occur after the date of this Agreement.


 


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


 


“PFIC”
shall have the meaning assigned to such term in Section 3.1(kk).


 


“Placement
Agency Agreement” means the agreement executed on the Closing Date between the Company and the Placement Agent.


 




    Ex. A-3 


     


    

 


“Placement
Agent” means Think Equity, a Division of Fordham Financial Management, Inc.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the
Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign).


 


“Prospectus”
means the final base prospectus filed for the Registration Statement.


 


“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with
the Commission and delivered by the Company to each Purchaser at the Closing.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.


 


“Registration
Statement” means the effective registration statement on file with Commission on Form F-3 (File No. 333-237668), which
registers the sale of the Ordinary Shares represented by the ADSs.


 


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


 


“Restriction
Period” shall have the meaning ascribed to such term in Section 4.10(b).


 


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


 


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


 


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


 


“Securities”
means the Shares and ADSs.


 


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


 


“Shares”
means the Ordinary Shares, as represented by ADSs issued pursuant to the Deposit Agreement, each ADS representing fifty (50) Ordinary
Shares, issued and issuable to each Purchaser pursuant to this Agreement.


 


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


 




    Ex. A-4 


     


    

 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for ADSs, each ADS representing fifty (50) Ordinary
Shares, purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to
the heading” Subscription Amount,” in United States dollars and in immediately available funds.


 


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


 


“Trading
Day” means a day on which the New York Stock Exchange is open for trading.


 


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


 


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


 


“US
Company Counsel” means Sullivan & Worcester LLP, with offices located at 1633 Broadway Street, New York, New York
10019. 


 


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


 


 


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 approximately $35.9 million of ADSs. 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”
(“DVP”) settlement with the Company and the Company shall deposit the Shares and instruct the Depositary to
deliver to each Purchaser its respective ADSs, 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 the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise
directed by the Placement Agent, settlement of the Ordinary Shares shall occur via DVP (i.e., on the Closing Date, the Company
shall issue the ADSs registered in the Purchasers’ names and addresses and released by the Depositary directly to the account(s)
at the Placement Agent identified by each Purchaser; upon receipt of such ADSs, the Placement Agent shall promptly electronically
deliver such ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm)
by wire transfer to the Company).


 






    Ex. A-5 


     


    

 


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 US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the
Purchasers;


 


(iii) a certificate
executed by the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Placement Agent;


 


(iv) the Company
shall have provided each Purchaser with the Company’s wire instructions on Company letterhead and executed by the Company’s
Chief Executive Officer or Chief Financial Officer;


 


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


 


(vi) Lock-up
Agreements, in form and substance reasonably acceptable to the Purchasers, executed by each officer and director and greater than
5% shareholders of the Company (other than Harel Insurance Investments & Financial Services Ltd.);


 


(vii) Intentionally
omitted;


 


(viii) Officer’s
Certificate, in form and substance satisfactory to the Purchasers;


 


(ix) Chief
Financial Officer’s Certificate, in form and substance satisfactory to the Purchasers; and


 


(x) the Prospectus
and 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.


  


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


 




    Ex. A-6 


     


    




 


(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) from the
date hereof to the Closing Date, trading in the ADSs and Company’s securities shall not have been suspended by the Commission
or any 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; and


 


(vi) no stop
order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under
the Securities Act.


 






    Ex. A-7 


     


    

 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


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


 


(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the
issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights to subscribe for or purchase securities. There are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any capital stock of any Subsidiary,
or contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue capital stock.
If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall
be disregarded.


 


(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing, and, if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the
jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets
and to carry on its business as currently conducted. The Company and each of the Subsidiaries has all necessary authorizations,
approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs
as of the date hereof to conduct its business purpose in all material respects as described in the Registration Statement and SEC
Reports and to own or lease its properties. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions
of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company
and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in a Material Adverse Effect. The term “Material Adverse Effect” means an effect, change, event or occurrence that,
alone or in conjunction with any other or others: (i) has or would reasonably be expected to have a material adverse effect on:
(A) the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ equity,
properties or prospects of the Company and the Subsidiaries, taken as a whole, or (B) the legality, validity or enforceability
of any Transaction Document, (ii) the Company’s ability to perform in any material respect on a timely basis its obligations
under any Transaction Document or (iii) would result in the Prospectus or any amendment thereto containing a misrepresentation
within the meaning of applicable securities laws; provided that a change in the market price or trading volume of the ADSs
alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect.


 


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


 




    Ex. A-8 


     


    

 


(d) No
Conflicts. Except as set forth in Schedule 3.1(d), the execution, delivery and performance by the Company of this Agreement
and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it
of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s
or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights
of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of
time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise)
or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any
Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset
of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have
or reasonably be expected to result in a Material Adverse Effect.


 


(e) Filings,
Consents and Approvals. Except as set forth in Schedule 3.1(d), the Company is not required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local
or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the
Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the
Commission of the Prospectus Supplement, (iii) application(s) to and approvals by each applicable Trading Market for the listing
of the applicable Securities for trading thereon in the time and manner required thereby, (iv) such filings as are required to
be made under applicable state securities laws and the Israeli Securities Authority and the Tel Aviv Stock Exchange, (v) filings
required by the Israeli Registrar of Companies and notice of the transaction contemplated hereby to the Israel Innovation Authority
of the Ministry of Economy and Industry, should Israeli Company Counsel determine such notice is required, (collectively, the “Required
Approvals”).


 


 






    Ex. A-9 


     


    

 


(f) Issuance
of the Securities; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the
applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Ordinary Shares
issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the
requirements of the Securities Act, which became effective on May 19, 2020, including the Prospectus, and such
amendments and supplements thereto as may have been required to the date of this Agreement. The Company and the Depositary
have prepared and filed with the Commission a registration statement relating to ADSs on Form F-6 (File No. 333-230728) for
registration under the Securities Act (the “ADS Registration Statement”). The Registration Statement and
ADS Registration Statement are effective under the Securities Act and no stop order preventing or suspending the
effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the
Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by
the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement
with the Commission pursuant to Rule 424(b). At the time the Registration Statement, ADS Registration Statement and any
amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and
any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did
not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements
thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will
conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the
Registration Statement eligible to use Form F-3. The Company is a “foreign private issuer” as defined in Rule 405
of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act. The Company is eligible to use Form F-3 under
the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being
sold pursuant to this offering and during the twelve calendar (12) months prior to this offering, as set forth in General
Instruction I.B.5 of Form F-3. The agreements and documents described in the Registration Statement and ADS Registration
Statement conform in all material respects to the descriptions thereof contained or incorporated by reference therein and
there are no agreements or other documents required by the Securities Act and the regulations thereunder to be described in
the Registration Statement and ADS Registration Statement or to be filed with the Commission as exhibits to the Registration
Statement and ADS Registration Statement or to be incorporated by reference in the Registration Statement and ADS
Registration Statement, that have not been so described or filed or incorporated by reference. Each agreement or other
instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected
and (i) that is referred to or incorporated by reference in the Registration Statement and ADS Registration Statement or (ii)
is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force
and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other
parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or
contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by
the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to
the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would
constitute a default thereunder except for a default or event which would not reasonably be expected to result in a Material
Adverse Effect). To the Company’s knowledge, performance by the Company of the material provisions of such agreements
or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of
any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or
businesses, including, without limitation, those relating to environmental laws and regulations.


  




    Ex. A-10 


     


    

 


(g) Capitalization.
The equity capitalization of the Company is as set forth on Schedule 3.1(g). Except for the aggregate of 20,140,532 ADSs,
the Company has not issued any capital stock since its most recently filed Form 20-F. No Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities, there are
no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire, any ADSs, Ordinary Shares, or contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents. The issuance and sale
of the Securities will not obligate the Company to issue ADSs or Ordinary Shares or other securities to any Person (other than
the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange
or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary
that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which
the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not
have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of
the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have
been issued in compliance with all federal and state securities laws where applicable, and none of such outstanding shares was
issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except for the Required
Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance
and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to
the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of
the Company’s stockholders.


  


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


 




    Ex. A-11 


     


    

 


(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) neither the Company nor any Subsidiary has incurred any liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required
to be reflected in the Company’s financial statements pursuant to IFRS or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i),
no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or
exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets
or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation
is made.


  


(j) Litigation.
Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective
properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county,
local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity
or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have
or reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.1(j), neither the Company
nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty, which could result in a Material
Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued
any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act.


 


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


 




    Ex. A-12 


     


    

 


(l) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case of
(i), (ii) and (iii) as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


 


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


 




    Ex. A-13 


     


    

 


(o) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports
and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual
Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2)
years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the
Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports,
a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights
of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of
the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Intellectual
Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is being used
by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries
in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance
with normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution
of appropriate nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement
will not result in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of,
any other person regarding the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property
Rights as owned or used in the conduct of such party’s business as currently conducted. To the knowledge of the Company and
its Subsidiaries, no employee of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving
a violation of any term of any employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition
agreement, non-solicitation agreement, nondisclosure agreement or restrictive covenant to or with a former employer, where the
basis of such violation relates to such employee’s employment with the Company or its subsidiaries or actions undertaken
by the employee while employed with the Company or its Subsidiaries.


 


(p) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business. Such renewal may result in a significant increase in cost.


 


(q) Transactions
With Affiliates and Employees. Except as set forth on Schedule 3.1(q), none of the officers or directors of the
Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is
presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by,
providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money
to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee,
stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees
for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company.


 




    Ex. A-14 


     


    

 


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


 


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


 


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


 


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


 


(v) Listing
and Maintenance Requirements. The ADSs are registered pursuant to Section 12(b) of the Exchange Act, and the Company has
taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
ADSs under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. Except as set forth in the last sentence of this Section 3.1(v), the Company has not, in the 12 months
preceding the date hereof, received notice from any Trading Market on which the ADSs or Ordinary Shares are or have been
listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such
Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in
compliance with all such listing and maintenance requirements other than bid price requirement described below. The ADSs are
currently eligible for electronic transfer through The Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees to The Depository Trust Company (or such other established clearing
corporation) in connection with such electronic transfer.


 




    Ex. A-15 


     


    






 


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


  


(x) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed
in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation
in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers
regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the
Disclosure Schedules to this Agreement, is true and correct in all material respects and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months
preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3.2 hereof.


 


(y) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act, or (ii) any applicable
shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.


 




    Ex. A-16 


     


    




 


(z) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Shares hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry
on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability
to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(z) sets
forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the
Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any
liabilities for borrowed money or amounts owed by the Company in excess of $50,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others to third parties, whether or not the same are or should be reflected in the Company’s consolidated balance sheet
(or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions
in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required
to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 


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


 


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


 





(cc) Accountants.
The Company’s independent registered public accounting firm is as set forth in the Prospectus. To the knowledge and belief
of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s Annual Report on Form 20-F for
the fiscal year ended December 31, 2019.


 




    Ex. A-17 


     


    

 


(dd) Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to
each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(ee) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers
has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short,
securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares
for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without
limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement
transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and
counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently
may have a “short” position in the Ordinary Shares and/or ADSs, and (iv) each Purchaser shall not be deemed to have
any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company
further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the
period that the ADSs and Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing
stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted.  The
Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.


 


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


  


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


 





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


 




    Ex. A-18 


     


    

 


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


 


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


 


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


 


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


 


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


 




    Ex. A-19 


     


    

 


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


 


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 this Agreement and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser
of the transactions contemplated by this Agreement 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.


 






    Ex. A-20 


     


    

 


(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 Shares hereunder in the ordinary
course of its business. Such Purchaser is acquiring such Shares as principal for his, her or its own account and not with a view
to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding
the distribution of such Shares in violation of the Securities Act or any applicable state securities law (this representation
and warranty not limiting such Purchaser’s right to sell such Shares pursuant to a registration statement or otherwise in
compliance with applicable federal and state securities laws).


 


(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified
institutional buyer” as defined in Rule 144A(a) under the Securities Act.


 


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


 


(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
Agent nor any Affiliate of the Placement Agent 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 Agent nor any Affiliate has
made or makes any representation as to the Company or the quality of the Securities and the Placement Agent 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 Agent nor any of its
Affiliates has acted as a financial advisor or fiduciary to such Purchaser.


 




    Ex. A-21 


     


    

 


(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 pricing 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 ADSs 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 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 transaction 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 Shares.
The ADSs shall be issued free of legends.


 


4.2 Furnishing of
Information; Public Information. Until no Purchaser owns Securities, the Company covenants to maintain the registration of
the ADSs under Section 12(b) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even
if the Company is not then subject to the reporting requirements of the Exchange Act. As long as any Purchaser owns Securities,
if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and
make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell the Securities,
including without limitation, under Rule 144. The Company further covenants that it will take such further action as any holder
of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without
registration under the Securities Act, including without limitation, within the requirements of the exemption provided by Rule
144.


 




    Ex. A-22 


     


    

 


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 9:00 a.m. (New York City time) on the Trading Day of execution hereof, issue
a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Report on Form 6-K, including
the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after
the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material,
non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,
effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar
obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the
other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with
respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor
otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser,
or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide
the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not
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).


 


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 ADSs or
Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.


 




    Ex. A-23 


     


    

 


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, 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 the Company believes constitutes material non-public
information, unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality
and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information
to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have
any duty of confidentiality to 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 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing
covenant in effecting transactions in securities of the Company.


  


4.7 Use of Proceeds.
The Company shall use the net proceeds from the sale of the ADSs hereunder for working capital purposes and shall not use such
proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary
course of the Company’s business and prior practices), (b) for the redemption of any ADSs, Ordinary Shares or Ordinary Share
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 its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who
controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling
persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable
attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating
to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or
in the other Transaction Documents or (b) any action instituted against a Purchaser Party in any capacity, or any of them or
their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is 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). In addition, subject to the provisions of this Section 4.8, the Company will
indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses,
claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as
incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such
registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light
of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such
untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company
by such Purchaser expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action
shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense
thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the
right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been
specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case
the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company
will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without
the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but
only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of
the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other
Transaction Documents. The indemnification required by this Section 4.8 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.




    Ex. A-24 


     


    

  


4.9 Listing of Shares.
The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the ADSs, and Ordinary
Shares on each Trading Market on which each is currently listed, and concurrently with the Closing, the Company shall apply to
list or quote all of the Shares and/or ADSs on such Trading Markets and promptly secure the listing of all of the ADSs and Shares
on such Trading Markets. The Company further agrees, if the Company applies to have the Ordinary Shares or ADSs traded on any other
Trading Market, it will then include in such application all of the ADSs, Shares, and will take such other action as is necessary
to cause all of the ADSs, 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 ADSs and Ordinary Shares 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 commercially reasonable efforts to maintain the eligibility of the ADSs 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.


 


4.10 Subsequent
Equity Sales.


 


(a) From
the date hereof until 30 days after the Closing Date (the “Restriction Period”), the Company shall not issue,
enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares or Ordinary Share
Equivalents.


 


(b) During
the Restriction Period, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by
the Company of any ADSs, Ordinary Shares or Ordinary Share Equivalents (or a combination of units thereof) involving an at-the-market
offering or Variable Rate Transaction; provided, however, that subsequent to the period set forth in Section
4.10(a) above, the Company is permitted effect or enter into any agreement with the Placement Agent to conduct an offering of its
securities.  “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells
any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional
ADSs or Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or
varies with the trading prices of or quotations for ADSs or Ordinary Shares at any time after the initial issuance of such debt
or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after
the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or the market for ADSs or Ordinary Shares or (ii) enters into, or effects a transaction
under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future
determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance,
which remedy shall be in addition to any right to collect damages.


 


(c) Notwithstanding
the foregoing, this Section 4.10 shall not apply in respect of an Exempt Issuance.


 






    Ex. A-25 


     


    

 


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 such Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to
treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect
to the purchase, disposition or voting of the ADSs, the Shares 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 first publicly announced pursuant
to the initial press release 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 the initial press release 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 Disclosure Schedules. 
Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company
expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will
not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by
this Agreement are first publicly announced pursuant to the initial press release as described in Section 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 first
publicly announced pursuant to the initial press release 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 the initial press release 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 ADSs
covered by this Agreement.


 


4.13 Transfer Restrictions.
The Securities may only be disposed of in compliance with state and federal securities laws.


 




    Ex. A-26 


     


    

 


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 Depositary fees (including, without limitation,
any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and
duties levied in connection with the delivery of any ADSs or Shares to the Purchasers.


 


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


 


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 the Purchasers who purchased at least 51% in interest of the ADSs
(based on 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.


 




    Ex. A-27 


     


    

 


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.”


 


5.8 No Third-Party
Beneficiaries. The Placement Agent shall be the third party beneficiary 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 suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is 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 suit, 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 either party shall commence an action,
suit 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, suit or proceeding shall be reimbursed by the other 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 for the applicable
statute of limitations.


 


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.




    Ex. A-28 


     


    

 


 


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; .


 


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


 


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.


  




    Ex. A-29 


     


    

 


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 the legal counsel of the Placement Agent.
The legal counsel of the Placement Agent does not represent any of the Purchasers and only represents the Placement Agent. 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 or Business Day, then such action may be taken or such right may be exercised on the
next succeeding Trading Day or Business Day, as the case may be.


 


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, ADSs, and shares of Ordinary Shares in any Transaction Document shall be subject to adjustment
for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the ADSs and Ordinary
Shares that occur after the date of this Agreement.


 


5.20 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)


 




    Ex. A-30 


     


    

 


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.


 


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


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    Ex. A-31 


     


    

 


[PURCHASER SIGNATURE PAGES TO NANO DIMENSION
LTD.


SECURITIES PURCHASE AGREEMENT]


 


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


 


 


Name of Purchaser: ________________________________________________________


Signature of Authorized Signatory of
Purchaser: _________________________________


Name of Authorized Signatory: _______________________________________________


Title of Authorized Signatory: ________________________________________________


Email Address of Authorized Signatory:
_________________________________________


Facsimile Number of Authorized Signatory: __________________________________________


Address for Notice to Purchaser:


 


Subscription Amount: $_________________


 


ADSs: _________________


 


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 by 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.


 




    Ex. A-32 


     


    

 


EXHIBIT B


 


Form of Placement Agent’s Warrant
Agreement


 


THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT
AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE PLACEMENT AGENCY AGREEMENT
TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER
IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT,
INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE WARRANT
IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE DATE OF THE PLACEMENT AGENCY AGREEMENT].
VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS FROM THE DATE OF THE PLACEMENT AGENCY AGREEMENT].


 


WARRANT TO PURCHASE AMERICAN DEPOSITARY
SHARES


 


NANO DIMENSION LTD.


 


Warrant Shares: _______


Initial Exercise Date: ______, 2020


 


 


THIS WARRANT TO PURCHASE
AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule
5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date of the Placement
Agency Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nano Dimension,
a company organized under the laws of the State of Israel (the “Company”), up to [●] American Depositary
Shares (“ADSs”), each ADS representing fifty ordinary shares, par value NIS 0.1 per share (the “Ordinary
Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase
price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 




    Ex. B-1 


     


    

 





Section 1. Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1:


 



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


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


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


 


“Common
Stock” means the ADSs or the Ordinary Shares, as the context may require.


 


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


 


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


 


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


 


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


 


“Trading
Day” means a day on which the New York Stock Exchange is open for trading.


 


“Trading
Market” means 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 MKT, 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).


 


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


  




    Ex. B-2 


     


    

 


Section 2. Exercise.





 


a) 
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after
the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of
the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within two
(2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares
specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the
cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice
of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been
exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading
Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall
deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice. The Holder and
any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face hereof.


 


b) 
Exercise Price. The exercise price per ADS under this Warrant shall be $2.50, subject to adjustment hereunder (the “Exercise
Price”).


 


c) 
Cashless Exercise. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering,
or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may
also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be
entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = the
VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of Exercise;


 


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


 


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


 




    Ex. B-3 


     


    

 


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


 


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


 


d) 
Mechanics of Exercise.


 


i. Delivery of
Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by its
transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The
Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is
then a participant in such system and either (A) there is an effective registration statement permitting the issuance of
the Warrant Shares to or resale of the Warrant Shares by Holder, or (B) the Warrant Shares are eligible for resale by the
Holder without volume or manner-of-sale limitations pursuant to Rule 144 and, in either case, the Warrant Shares have been
sold by the Holder prior to the Warrant Share Delivery Date (as defined below), and otherwise by physical delivery of a
certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of
Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice
of Exercise by the date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise (such
date, the “Warrant Share Delivery Date”) provided that the Company shall not be obligated to deliver the
Warrant ADSs hereunder unless the Company has received the aggregate Exercise Price on or before the Warrant ADS Delivery
Date. If the Warrant Shares can be delivered via DWAC, the transfer agent shall have received from the Company, at the
expense of the Company, any legal opinions or other documentation required by it to deliver such Warrant Shares without
legend (subject to receipt by the Company of reasonable back up documentation from the Holder, including with respect to
affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery Date, the transfer
agent shall have received from the Holder a confirmation of sale of the Warrant Shares (provided the requirement of the
Holder to provide a confirmation as to the sale of Warrant Shares shall not be applicable to the issuance of unlegended
Warrant Shares upon a cashless exercise of this Warrant if the Warrant Shares are then eligible for resale pursuant to Rule
144(b)(1)). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named
therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has
been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes
required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having
been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by
the second Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common
Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth
Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such
Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.


 




    Ex. B-4 


     


    

 



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


 



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


 


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




    Ex. B-5 


     


    

  



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


 



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


 



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


 



viii.  Signature. This Section 2 and the exercise form
attached hereto set forth the totality of the procedures required of the Holder in order to exercise this Purchase Warrant. 
Without limiting the preceding sentences, no ink-original exercise form shall be required, nor shall any medallion guarantee (or
other type of guarantee or notarization) of any exercise form be required in order to exercise this Purchase Warrant.  No
additional legal opinion, other information or instructions shall be required of the Holder to exercise this Purchase Warrant. 
The Company shall honor exercises of this Purchase Warrant and shall deliver Shares underlying this Purchase Warrant in accordance
with the terms, conditions and time periods set forth herein.


  




    Ex. B-6 


     


    

 


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


 






    Ex. B-7 


     


    

  


Section 3.
Certain Adjustments.





 


a) 
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any
Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common
Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.


 


b) 
[RESERVED]


  


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


 


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


 






    Ex. B-8 


     


    

  


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




    Ex. B-9 


     


    

 


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


 


g) 
Notice to Holder.


 


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





 



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


 






    Ex. B-10 


     


    

  


Section 4. Transfer
of Warrant.


 


a) 
Transferability. Pursuant to FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant Shares issued upon exercise of
this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative,
put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of
180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant
is being issued, except the transfer of any security:


 


i. by operation of law or by
reason of reorganization of the Company;


 


ii. to any FINRA member firm participating in the offering and the officers
or partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section 4(a) for the remainder
of the time period;


 


      iii.
if the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being
offered;


 


      iv.
that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member
manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the
equity in the fund; or


 




    Ex. B-11 


     


    

 


      v.
the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section
4(a) for the remainder of the time period.


  


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


 


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


 


c) 
Warrant Register; No Registration Rights. The Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.
The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Holder acknowledges,
by receipt of this Warrant, that the Company is not obligated to register for resale the Warrant Shares underlying this Warrant.


 


d)    
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a
view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act.


 






    Ex. B-12 


     


    

 


Section 5. Miscellaneous.





 


a) 
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).


 


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


 


c) 
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.


 


d)    
Authorized Shares.


 


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


  


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


 




    Ex. B-13 


     


    

 


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


 


e) 
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the placement agency agreement, dated May 20, 2020, by and between the Company
and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives of the Placement Agent set forth therein
(the “Placement Agreement”).


 


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


 


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


 


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


  


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


 


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


 


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


 




    Ex. B-14 


     


    

 


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


 


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


 


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


 


 


********************


 


(Signature Page Follows)


 




    Ex. B-15 


     


    

 


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


 




	 	nano dimension ltd.
	 	 
	 	 	 
	 	By:	             
	 	 	Name:
	 	 	Title:




 




    Ex. B-16 


     


    

 


NOTICE OF EXERCISE


 


TO:nano
dimension ltd.


_________________________


 


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


 


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


 


☐ in lawful money of the United
States; or


 


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


 


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


 


_______________________________ 


 


The Warrant Shares shall be delivered to
the following DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4)   Accredited
Investor. If the Warrant is being exercised via cash exercise, the undersigned is an “accredited investor” as defined
in Regulation D promulgated under the Securities Act of 1933, as amended


 


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: _______________________________________________________________


 


Signature of Authorized Signatory of Investing Entity:
_________________________________________


 


Name of Authorized Signatory: ___________________________________________________________


 


Title of Authorized Signatory: ____________________________________________________________


 


Date: ________________________________________________________________________________


 




    Ex. B-17 


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


 


 


FOR VALUE RECEIVED, [____]
all of or [_______] ADSs of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


 


 


_______________________________________________________________


 


Dated: ______________,
_______


 


 


Holder’s Signature: _____________________________


 


Holder’s Address: _____________________________


 


_____________________________


 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant. 


 




    Ex. B-18 


     


    

 


EXHIBIT C


 


Form of Lock-Up Agreement


 


[●], 2020


 


ThinkEquity


A Division of Fordham Financial Management, Inc.

17 State Street, 22nd Fl


New York, NY 10004


 


Ladies and Gentlemen:


 


The undersigned understands
that ThinkEquity, a division of Fordham Financial Management, Inc., (the “Placement Agent”) proposes to enter
into a Placement Agency Agreement (the “PAA”) with Nano Dimension Ltd., a company organized under the laws of
the State of Israel (the “Company”), providing for the public offering (the “Public Offering”)
of American Depositary Shares (the “ADSs”) representing ordinary shares, par value NIS 0.1 per share (the “Ordinary
Shares” and collectively with the ADSs, “Shares” of the Company).


 


To induce the
Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof
and ending 90 days after the date of the securities purchase agreement entered into in connection with the Public Offering
(the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or
dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares,
whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up
Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up
Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any
Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into
any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and
subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the
Placement Agent in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after
the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection
with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as
a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes
of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote
than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the undersigned,
directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any
transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the
undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b),
(c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to
the Placement Agent a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under
Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the
transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.


 




    Ex. C-1 


     


    

 


If the undersigned
is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable
to any issuer-directed or “friends and family” Shares that the undersigned may purchase in the Public Offering; (ii)
the Placement Agent agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing
restrictions in connection with a transfer of Lock-Up Securities, the Placement Agent will notify the Company of the impending
release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by
press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any
release or waiver granted by the Placement Agent hereunder to any such officer or director shall only be effective two (2) business
days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver
is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing
to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in
effect at the time of such transfer.


 


No provision in this
agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable
or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares
acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of
this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification
of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner
as to cause the sale of any Lock-Up Securities within the Lock-Up Period).


 


The undersigned understands
that the Company and the Placement Agent are relying upon this lock-up agreement in proceeding toward consummation of the Public
Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors and assigns.


 


The undersigned understands
that, if the PAA is not executed by June 30, 2020, or if the PAA (other than the provisions thereof which survive termination)
shall terminate or be terminated prior to payment for and delivery of the Shares to be offered pursuant thereto, then this lock-up
agreement shall be void and of no further force or effect.


 


Whether or not the
Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Placement Agent.


 





	 	Very truly yours,
	 	 
	 	 	 
	 	(Name - Please Print)
	 	 	 
	 	 	(Signature)




 




    Ex. C-2 


     


    




 





	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 
	 	 
	 	(Title of Signatory, in the case of entities - Please Print)
	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 








    Ex. C-3 


     


    

 


EXHIBIT D


 


Form of Press Release


 


NANO DIMENSION LTD.




[Date]


 


[COMPANY] (the “Company”) announced
today that ThinkEquity, a division of Fordham Financial Management, Inc., acting as the Placement Agent in the Company’s
recent public offering of  _______ American Depositary Shares, is [waiving] [releasing] a lock-up restriction with respect
to _________ ADSs/ordinary shares of the Company held by [certain officers or directors] [an officer or director] of the Company. 
The [waiver] [release] will take effect on  _________, 20___, and the shares may be sold on or after such date.  


 


This press release is not an offer or
sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act
of 1933, as amended.


 


 


Ex. D-1