Exhibit 10.1


 


SAFE-T GROUP LTD.


 


Up to $5,000,000


 


American Depositary Shares, each


Representing Ten Ordinary Shares


 


ATM Sales Agreement 


 


November 25, 2022


 


ThinkEquity LLC

17 State Street, 41st Floor

New York, New York 10004


 


Ladies and Gentlemen:


 


Safe-T Group Ltd., a corporation
formed under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”)
with ThinkEquity LLC (the “Agent”), as follows:


 


1. Issuance
and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the
conditions set forth herein, it may sell through the Agent, American Depositary Shares (“ADSs”), each representing
ten (10) ordinary shares, no par value per share (the “Ordinary Shares”) having an aggregate offering price
of up to $5,000,000 (the “Placement ADSs”); provided, however, that in no event shall the Company
sell through the Agent a number or dollar amount of Placement ADSs representing Ordinary Shares that would (a) exceed the number or dollar
amount of ADSs that may be sold pursuant to the Registration Statement (as defined below) or the ADS Registration Statement (as defined
below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued Ordinary Shares of the Company,
(c) exceed the number or dollar amount of ADSs permitted under Form F-3 (including General Instruction I.B.5 thereof, if applicable) or
(d) exceed the number of dollar amount of ADSs for which the Company has filed a Prospectus Supplement (defined below) (the lesser of
(a), (b), (c) and (d) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the
parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement ADSs sold under
this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance.
The offer and sale of Placement ADSs through the Agent will be effected pursuant to the Registration Statement (as defined below) filed
by the Company and which will be declared effective by the Securities and Exchange Commission (the “Commission”),
although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to sell any Placement
ADSs.


 


The ADSs will be issued pursuant
to the Amended and Restated Deposit Agreement dated as of August 16, 2018 (the “Deposit Agreement”), among the
Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the Owners and Holders (each as
defined in the Deposit Agreement) from time to time of ADSs issued thereunder. The Company shall, following the sale of the Placement
ADSs to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with Bank Hapoalim or Leumi
Bank, as custodians (the “Custodians”) for the Depositary in Israel, and instruct the Depositary to deliver
such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be.


 



     


     


    

 





The Company has filed or will
file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and
the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration
statement on Form F-3 (File No. 333-253983), including a base prospectus, relating to certain securities, including the Ordinary Shares
to be represented by the Placement ADSs, and which incorporates by reference documents that the Company has filed or will file in accordance
with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations thereunder. The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement,
which prospectus supplement relates to the Placement ADSs to be sold from time to time by the Company (the “Prospectus Supplement”).
The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement,
as supplemented, by the Prospectus Supplement, relating to the Ordinary Shares to be represented by the Placement ADSs to be sold from
time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a
base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect
to the Placement ADSs. Except where the context otherwise requires, such registration statement(s), including all documents filed as part
thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently
filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration
statement pursuant to Rule 430B of the Securities Act Regulations, is herein called the “Registration Statement.”
The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement,
as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus
Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations,
together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.”


 


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


 






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


 


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


 


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


 






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5. Sale
and Delivery to the Agent; Settlement.


 


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


 


(b) Settlement
of Placement ADSs.  Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement ADSs will
occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date
on which such sales are made (each, a “Settlement Date”). The amount of proceeds to be delivered to the Company
on a Settlement Date against receipt of the Placement ADSs sold (the “Net Proceeds”) will be equal to the aggregate
sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such sales
payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental Authority in respect
of such sales.


 


(c)
Delivery of Placement ADSs. On or before the Trading Day prior to each Settlement Date, the Company will, or will cause its transfer
agent to issue and deposit with the Depositary’s custodian the number of Ordinary Shares to be represented by the ADSs being sold
and instruct the Depositary to deliver that number of ADSs by crediting the Agent’s or its designee’s account (provided that
the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository
Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon
by the parties hereto, which ADSs in all cases shall be freely tradable, transferable, registered ADSs in good deliverable form representing
freely tradable, transferrable and registered Ordinary Shares, and the Company shall pay the issuance fee in respect of those ADSs to
the Depositary. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by
the Company on, or prior to, the Settlement Date. If the Placement ADSs are not delivered on a Settlement Date, the Company agrees that
in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent
harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in
connection with such default by the Company or the Depositary (if applicable) and (ii) pay to the Agent any commission, discount, or other
compensation to which it would otherwise have been entitled absent such default.


 






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


 


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


 


(f) Sales
Through Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement ADSs of the
Company shall only be effected by or through an Agent, and only a single Agent, on any single given date, and in no event shall the Company
request that more than one Agent sell Shares on the same day; provided however that (i) the foregoing limitation shall not apply to (A)
exercise of any option, warrant, right or any conversion privilege set forth in the instruction governing such securities, (B) sales solely
to employees, directors or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities
for the accounts of such person and (ii) such limitation shall not apply (A) on any day during which no sales are made pursuant to this
Agreement or (B) during a period in which the Company has notified the Agent that it will not sell ADSs under this Agreement and (1) no
Placement Notice is pending or (2) after a Placement Notice has been withdrawn.


 


6. Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with Agent that as of the date of this Agreement
and as of each Applicable Time (as defined below):


 


(a) Registration
Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with
the applicable conditions set forth in Form F-3 (including General Instructions I.A. and I.B.) under the Securities Act. The Registration
Statement has been filed with the Commission and was declared effective by the Commission under the Securities Act on March 15, 2021.
The Company and the Depositary have prepared and filed with the Commission a registration statement relating to ADSs on Form F-6 (No.
333-218251) and a related prospectus for registration under the Securities Act of ADSs, have filed such amendments thereto and such amended
prospectuses as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses
as may hereinafter be required; the registration statement on Form F-6 for registration of ADSs, as amended at the time it became effective
(including by the filing of any post-effective amendments thereto), and the prospectus included therein, as then amended are hereinafter
called the “ADS Registration Statement”; the Form F-6 was declared effective under the Securities Act on July 31, 2018.
The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has
not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement or ADS
Registration Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of
Placement ADSs and Ordinary Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in
all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the
Registration Statement, the ADS Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have
been so described or filed. Copies of the Registration Statement, the ADS Registration Statement, the Prospectus, and any such amendments
or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this
Agreement have been delivered, or are available through EDGAR, to Agent and its counsel. The Company has not distributed and, prior to
the later to occur of each Settlement Date and completion of the distribution of the Placement ADSs, will not distribute any offering
material in connection with the offering or sale of the Placement ADSs other than the Registration Statement and the Prospectus and any
Issuer Free Writing Prospectus (as defined below) to which the Agent has consented. The ADSs are registered pursuant to Section 12(b)
of the Exchange Act and are currently listed on the Exchange under the trading symbol “SFET” and the Ordinary Shares are currently
listed on the Tel Aviv Stock Exchange (the “TASE”) under the trading symbol “SFET.” The Company
has taken no action designed to, or likely to have the effect of, terminating the registration of the ADSs under the Exchange Act or the
Ordinary Shares under Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”), delisting the ADSs from
the Exchange or the Ordinary Shares from the TASE, nor has the Company received any notification that the Commission, the Exchange, the
Israel Securities Authority or the TASE is contemplating terminating such registrations or listings. To the Company’s knowledge,
it is in compliance with all applicable listing requirements of the Exchange.


 






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(b) No
Misstatement or Omission. The Registration Statement and ADS Registration Statement, when it became or becomes effective, did not,
and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. At each Settlement Date, the Registration Statement, ADS Registration Statement and Prospectus,
as of such date, will conform in all material respects with the requirements of the Securities Act. The Prospectus and any amendment and
supplement thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading. The documents incorporated by reference in the Prospectus, or any Prospectus Supplement did not, and any further
Incorporated Documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement
of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such
document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or
omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by Agent specifically
for use in the preparation thereof. No stop order suspending the effectiveness of the Registration Statement, any post-effective amendment
thereto, or the ADS Registration Statement has been issued, and no proceeding for that purpose or pursuant to Section 8A of the Securities
Act has been initiated or threatened by the Commission.


 


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


 


(d) Financial
Information. The financial statements, together with the related notes, included in the Registration Statement and the Prospectus
present fairly, in all material respects, the financial position and the results of operations and changes in financial position of the
Company and its subsidiaries at the respective dates or for the respective periods therein specified. Such statements and related notes
have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”) applied on a consistent basis throughout the periods involved
except as may be set forth in the related notes included in the Prospectus. The financial statements, together with the related notes,
included in the Registration Statement and the Prospectus comply in all material respects with Regulation S-X. No other financial statements
or supporting schedules or exhibits are required by Regulation S-X to be described or included in the Registration Statement or the Prospectus.
The pro forma and pro forma as adjusted financial information included in the Registration Statement and the Prospectus have been properly
compiled and prepared in accordance with the applicable requirements of Rule 11-02 of Regulation S-X and present fairly, in all material
respects, 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. Except as included therein, no historical or
pro forma financial statements are required to be included in the Registration Statement or the Prospectus under the Securities Act and
the Exchange Act. All disclosures contained in the Registration Statement 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 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 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
and the Prospectus, since the date of the latest audited financial statements (i) neither the Company nor any of its direct and indirect
Subsidiaries, including each entity disclosed or described in the Registration Statement and the Prospectus as being a subsidiary of the
Company, has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than
in the ordinary course of business, (ii) except for dividends on the presently outstanding shares of the Company’s preferred stock,
the Company has not declared or paid any dividends or made any distribution of any kind with respect to its share capital, (iii) there
has not been any change in the share capital 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 (iv) there has not been any material adverse change in the Company’s long-term or
short-term debt.


 






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


 


(f) Organization.
The Company and each of its Subsidiaries are duly organized, validly existing as a corporation and in good standing under the laws of
their respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation
for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease
of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority
necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement
and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually
or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on or affecting
the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, shareholders’ equity or results
of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation of the transactions
contemplated hereby (a “Material Adverse Effect”).


 


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


 


(h) No
Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or bylaws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are subject; or
(iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the
case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement
to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would reasonably be expected
to have a Material Adverse Effect.


 


(i) No
Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus
and the Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there has not been (i) any
Material Adverse Effect or the occurrence of any development that the Company reasonably expects will result in a Material Adverse Effect,
(ii) any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation or liability, direct
or contingent (including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Company
and the Subsidiaries taken as a whole, (iv) any material change in the share capital or outstanding long-term indebtedness of the Company
or any of its Subsidiaries or (v) any dividend or distribution of any kind declared, paid or made on the share capital of the Company
or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement
or Prospectus (including any document deemed incorporated by reference therein).


 






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(j) Deposit
Agreement. The Deposit Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization,
execution and delivery by the Depositary, constitutes a valid and legally binding obligation of the Company, enforceable in accordance
with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating
to or affecting creditors’ rights generally or by general equitable principles. Upon delivery by the Depositary of the Placement
ADSs against the deposit of the Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Placement
ADSs will be duly and validly issued and the persons in whose names such Placement ADSs are registered will be entitled to the rights
specified in the Deposit Agreement. The issuance and deposit of the Ordinary Shares with the Depositary and the issuance and delivery
of Placement ADSs representing those Ordinary Shares as contemplated by this Agreement and the Deposit Agreement will not trigger any
anti-dilution rights of any holder of any Ordinary Shares or ADSs, securities convertible into or exchangeable or exercisable for Ordinary
Shares or ADSs or options, warrants or other rights to purchase Ordinary Shares or ADSs or any other securities of the Company with respect
to such Ordinary Shares, ADSs, securities, options, warrants or rights. The Deposit Agreement conforms in all material respects to the
description thereof in the Registration Statement and the Prospectus.


 


(k) Capitalization.
The ADSs in the form of Ordinary Shares to be issued and sold by the Company as Placement ADSs hereunder have been duly and validly authorized
and, when allotted, issued and delivered against payment therefor as provided herein, will be duly and validly allotted and issued, fully
paid, not subject to any call for the payment of further capital and free of any liens, encumbrances, rights of first refusal, preemptive
or other similar rights and will conform to the descriptions thereof in the Registration Statement and the Prospectus The Ordinary Shares
represented by ADSs may be freely deposited by the Company with the Custodian for the Depositary against issuance of ADRs evidencing such
Placement ADSs in the form of ADSs, as contemplated by the Deposit Agreement. The Placement ADSs in the form of ADSs have been duly authorized
for issuance and sale pursuant to this Agreement and, when issued and delivered against payment therefor as provided herein, will be duly
and validly issued, fully paid and nonassessable, and free of any liens, encumbrances, rights of first refusal, preemptive or other similar
rights, and will conform to the descriptions thereof in the Registration Statement and the Prospectus The issuance of the Placement ADSs
is not subject to any liens, encumbrances, rights of first refusal, preemptive or similar rights. Upon the issuance, sale and delivery
to the purchasers of the Placement ADSs, and payment therefor, the purchasers will acquire good, marketable and valid title to such Placement
ADSs, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. Placement ADSs conform in all material
respects to all statements with respect thereto contained in the Registration Statement and the Prospectus.


 


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


 


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


 






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(n) No
Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authority
is required for the execution, delivery and performance by the Company of this Agreement and the Deposit Agreement, the sale by the Company
of the Placement ADSs, the deposit of the Ordinary Shares represented by the Placement ADSs with the Custodian for the Depositary, and
the consummation of the transactions contemplated hereby, except for such consents, approvals, authorizations, orders and registrations
or qualifications as may be required under applicable state securities laws or by the bylaws and rules of the Financial Industry Regulatory
Authority (“FINRA”), the Exchange in connection with the sale of the Placement ADSs by the Agent or the TASE
in connection with the listing of the ADSs on the Exchange and the listing of the Ordinary Share on the TASE.


 


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


 


(p) Independent
Public Accounting Firm. Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International
Limited, an independent registered public accounting firm (the “Accountant”), whose report on the consolidated
financial statements of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 20-F
filed with the Commission and incorporated by reference into the Registration Statement and the Prospectus, are and, during the periods
covered by their report, were an independent registered public accounting firm within the meaning of the Securities Act and the Public
Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the auditor
independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.


 


(q) Enforceability
of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus are legal, valid and binding
obligations of the Company enforceable in accordance with their respective terms, except to the extent that (i) enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general
equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal or state securities
laws or public policy considerations in respect thereof.


 






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(r) No
Litigation. Except as set forth in the Registration Statement or the Prospectus, there are no actions, suits or proceedings by or
before any Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any Governmental
Authority, to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries is the subject
that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected
to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under this
Agreement; to the Company’s knowledge, no such actions, suits, proceedings, audits or investigations are threatened or contemplated
by any Governmental Authority or threatened by others; and (i) there are no current or pending audits, investigations, actions, suits
or proceedings by or before any Governmental Authority that are required under the Securities Act to be described in the Prospectus that
are not so described; and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as
exhibits to the Registration Statement that are not so filed.


 


(s) Regulatory
Filings. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its Subsidiaries has
failed to file with the applicable Governmental Authorities any required filing, declaration, listing, registration, report or submission,
except for such failures that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; except
as disclosed in the Registration Statement and the Prospectus, all such filings, declarations, listings, registrations, reports or submissions
were in compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory authority with
respect to any such filings, declarations, listings, registrations, reports or submissions, except for any deficiencies that, individually
or in the aggregate, would not have a Material Adverse Effect.


 


(t) Intellectual
Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own or have obtained,
valid and enforceable licenses for or otherwise has the rights to use all foreign and domestic patents, patent applications, trade and
service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet
domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary
for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise
hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except
as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property
owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such
Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by
others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is
unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) 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; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others
that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary
rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which
contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent
application described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have
complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary,
and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement
by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 






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(u) 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 (or such shorter period as time as required by the Exchange Act, 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, 2021.


 


(v) Market
Capitalization. At the time the Registration Statement was originally declared effective, and at the time the Company’s most
recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for the
use of Form F-3 under the Securities Act, including, but not limited to, General Instruction I.B.5 of Form F-3. The Company is not a shell
company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously
and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form
F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.


 


(w) No
Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money
or on any rental on one or more long-term leases or any dividend, which defaults, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act
since the filing of its last Annual Report on Form 20-F, indicating that it (i) has failed to pay any dividend or sinking fund installment
on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term
leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


(x) Certain
Market Activities. Neither the Company, nor any of the Subsidiaries, nor to the Company’s knowledge, any of their respective
directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or would reasonably
be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Placement ADSs.


 






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


 


(z) No
Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection
with the offering and sale of the Placement ADSs.


 


(aa) Taxes. The
Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be
filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being
contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise
disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the
Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or
assessment which has been or might be asserted or threatened against it which would have a Material Adverse Effect.


 


(bb) Title to Real and
Personal Property. Except as set forth in the Registration Statement or the Prospectus, the Company and its Subsidiaries have good
and marketable title in fee simple to all items of real property owned by them, good and valid title to all personal property described
in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company or such Subsidiary,
in each case free and clear of all liens, encumbrances and claims, except those matters that (i) do not materially interfere with the
use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement
or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases,
except those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company or any of its
Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the
properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation,
building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed
in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably
be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries
or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any
notice of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of
no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material
respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse
Effect, individually or in the aggregate.


 






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(cc) Environmental
Laws. Except as disclosed in the Registration Statement and the Prospectus and except as would not, singly or in the aggregate,
be reasonably expected to result in a Material Adverse Effect, (A) none of the Company, any of the Subsidiaries nor any of the
properties of the Company is in violation of any Environmental Laws (as defined below), (B) the Company, the Subsidiaries and the
properties of the Company have all permits, authorizations and approvals required under any applicable Environmental Laws and are
each in compliance with their requirements, (C) there are no pending or, to the Company’s knowledge, threatened
administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or
violation, investigation or proceedings relating to any Environmental Law or Hazardous Material (as defined below) against the
Company or any of the Subsidiaries or otherwise with regard to the properties of the Company, (D) there are no events or
circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or
proceeding by any private party or governmental body or agency, against or affecting the properties of the Company, the Company or
any of the Subsidiaries relating to Hazardous Materials or any Environmental Laws and (E) none of the properties of the Company is
included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States
Environmental Protection Agency or on any similar list or inventory issued by any other federal, state or local governmental
authority having or claiming jurisdiction over such properties pursuant to any other Environmental Laws. As used herein,
“Hazardous Material” shall mean any flammable explosives, radioactive materials, chemicals, pollutants,
contaminants, wastes, hazardous wastes, toxic substances, mold, and any hazardous material as defined by or regulated under any
Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used
herein, “Environmental Law” shall mean any applicable foreign, federal, state or local law (including statute or
common law), ordinance, rule, regulation or judicial or administrative order, consent decree or judgment relating to the protection
of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended,
49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and
Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the
Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the
Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs.
300f-300j-26, as any of the above statutes may be amended from time to time, and the regulations promulgated pursuant to any of the
foregoing.


 


(dd) Disclosure
Controls. The Company and each of its Subsidiaries maintain systems 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 as issued by IASB 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 described in the
Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there have been no
significant deficiencies or material weakness in the Company’s internal control over financial reporting (whether or not
remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.Except as set forth in the
Prospectus, since the date of the latest audited financial statements of the Company included in the Prospectus, 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 (other than as set forth in the Prospectus). The
Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and
designed such disclosure controls and procedures to ensure that material information relating to the Company and each of its
Subsidiaries is made known to the certifying officers by others within those entities, particularly during the period in which the
Company’s Annual Report on Form 20-F is being prepared. The Company’s certifying officers have evaluated the
effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the
Form 20-F for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company
presented in its Form 20-F for the fiscal year most recently ended the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure
controls and procedures are effective. Since the Evaluation Date, there have been no significant changes in the Company’s
internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s
knowledge, in other factors that could significantly affect the Company’s internal controls.


 






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


 


(ff) Finder’s
Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage
commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect
to Agent pursuant to this Agreement.


 


(gg) Labor
Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the
knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.


 


(hh) Investment Company
Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Placement ADSs,
will be an “investment company” or an entity “controlled” by an “investment company,” as such
terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).


 


(ii) Operations.
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, the money laundering statutes
of all jurisdictions to which the Company or its Subsidiaries are subject, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any
of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


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


 






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(kk) Underwriter
Agreements. Other than this Agreement, the Company is not a party to any agreement with an agent or underwriter for any other
“at the market” or continuous equity transaction.


 


(ll) ERISA. To the
knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company or any
of its affiliates for employees or former employees of the Company and any of its Subsidiaries has been maintained in material compliance
with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and
the Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning of
Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect
to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject
to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in
Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding
for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using
reasonable actuarial assumptions.


 


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


 


(nn) Agent
Purchases. The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent permitted
under the Securities Act, the Exchange Act and the Israeli Securities Law, purchase and sell ADSs and Ordinary Shares for its own
account while this Agreement is in effect, provided, that the Company shall not be deemed to have authorized or consented to
any such purchases or sales by the Agent.


 


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


 


(pp) 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
$10,000,000, and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (A)
to renew its existing insurance coverage as and when such policies expire or (B) 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 Effect.


 






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(qq) No Improper
Practices. (i) Neither the Company nor the Subsidiaries, nor to the Company’s knowledge, any director, officer, or
employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate, or other person acting on
behalf of the Company or any Subsidiary has, in the past five years, made any unlawful contributions to any candidate for any
political office (or failed fully to disclose any contribution in violation of applicable law) or made any contribution or other
payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar
public or quasi-public duty in violation of any applicable law or of the character required to be disclosed in the Prospectus;;
(ii) no relationship, direct or indirect, exists between or among the Company or any Subsidiary or, to the Company’s
knowledge, any affiliate of any of them, on the one hand, and the directors, officers and shareholders of the Company or any
Subsidiary, on the other hand, that is required by the Securities Act to be described in the Registration Statement and the
Prospectus that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or any
Subsidiary or, to the Company’s knowledge, any affiliate of them, on the one hand, and the directors, officers, or
shareholders of the Company or any Subsidiary, on the other hand, that is required by the rules of FINRA to be described in the
Registration Statement and the Prospectus that is not so described; (iv) except as described in the Registration Statement and
the Prospectus, there are no material outstanding loans or advances or material guarantees of indebtedness by the Company or any
Subsidiary to or, to the Company’s knowledge, for the benefit of any of their respective officers or directors or any of the
members of the families of any of them; (v) the Company has not offered, or caused any placement agent to offer, ADSs to any person
with the intent to influence unlawfully (A) a customer or supplier of the Company or any Subsidiary to alter the
customer’s or supplier’s level or type of business with the Company or any Subsidiary or (B) a trade journalist or
publication to write or publish favorable information about the Company or any Subsidiary or any of their respective products or
services, and (vi) neither the Company nor any Subsidiary nor any director, officer, or employee of the Company or any Subsidiary
nor, to the Company’s knowledge, any agent, affiliate, or other person acting on behalf of the Company or any Subsidiary has
(A) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any
other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”), (B) promised,
offered, provided, attempted to provide, or authorized the provision of anything of value, directly or indirectly, to any person for
the purpose of obtaining or retaining business, influencing any act or decision of the recipient, or securing any improper
advantage; or (C) made any payment of funds of the Company or any Subsidiary or received or retained any funds in violation of any
Anti-Corruption Laws.


 


(rr) Foreign Corrupt
Practices Act. None of the Company and any of 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 Effect or (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.


 


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


 


(tt) No Misstatement or
Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and as of each
Applicable Time (as defined in Section 23 below), did not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any
incorporated document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to
statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished
to the Company by the Agent specifically for use therein.


 


(uu) No Conflicts.
Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement ADSs, nor the consummation of any of the
transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will
conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under,
or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the property or
assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breaches
and defaults that would not reasonably be expected to have a Material Adverse Effect; nor will such action result (x) in any violation
of the provisions of the organizational or governing documents of the Company, or (y) in any material violation of the provisions of any
statute or any order, rule or regulation applicable to the Company or of any Governmental Authority having jurisdiction over the Company.


 






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(vv) 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 Subsidiary or any other person acting on behalf of the Company and its Subsidiary, 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.


 


(ww) Transfer Taxes.
On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with
the sale and transfer of the Placement ADSs to be sold hereunder will be, or will have been, fully paid or provided for by the Company
and all laws imposing such taxes will be or will have been fully complied with in all material respects.


 


(xx) Statistical
and Market-Related Data.  The statistical, demographic and market-related data included in the Registration Statement and Prospectus
are based on or derived from sources that the Company believes to be reliable and accurate or represent the Company’s good faith
estimates that are made on the basis of data derived from such sources.


 


(yy) 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 or any of their
respective family members, except as disclosed in the Registration Statement and the Prospectus.


 


(zz) Market Manipulation.
None of the Company and its directors, officers or controlling persons have taken, directly or indirectly, any action intended, or which
might reasonably be expected, to cause or result, under the Securities Act or otherwise, in, or which has constituted, stabilization or
manipulation of the price of any security of the Company to facilitate the sale or resale of the ADSs.


 


(aaa) Cyber Security.
Except as may be included or incorporated by reference in the Registration Statement and the Prospectus, (x) to the Company’s knowledge,
there has been no material security breach or other material compromise of or relating to any of the Company’s information technology
and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors
and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”)
and none that would result in a legal or contractual obligation of the Company to notify any other person about such occurrence; and (y)
the Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any
material security breach or other material compromise to their IT Systems and Data; (ii) the Company is presently in compliance with all
material applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory
authority, and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems
and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually
or in the aggregate, result in a Material Adverse Effect; and (iii) the Company has implemented backup and disaster recovery technology
consistent with the requirements set forth in the Company’s insurance policies.


 






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(bbb) Foreign Private
Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.


 


(ccc) Emerging Growth
Company. The Company is an “emerging growth company” within the meaning of Rule 405 under the Securities Act.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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(h) Notice
of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell,
contract to sell, grant any option to sell or otherwise dispose of any ADSs or Ordinary Shares (other than the Placement ADSs offered
pursuant to this Agreement) or securities convertible into or exchangeable for ADSs, Ordinary ADSs, warrants or any rights to purchase
or acquire, ADSs or Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which
any Placement Notice is delivered to Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement
Date with respect to Placement ADSs sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended
prior to the sale of all Placement ADSs covered by a Placement Notice, the date of such suspension or termination); and will not directly
or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell contract to sell, grant any
option to sell or otherwise dispose of any ADSs or Ordinary Shares (other than the Placement ADSs offered pursuant to this Agreement)
or securities convertible into or exchangeable for ADSs, Ordinary Shares, warrants or any rights to purchase or acquire, ADSs or Ordinary
Shares prior to the sixtieth (60th) day immediately following termination; provided, however, that such restrictions
will not be required in connection with the Company’s issuance or sale of (i) ADSs, Ordinary Shares, options to purchase ADSs
or Ordinary Shares or other equity awards or ADSs or Ordinary Shares issuable upon the exercise of options, pursuant to any equity compensation
plan, employee or director share option or benefits plan, share ownership plan or dividend reinvestment plan (but not ADSs or Ordinary
Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter
implemented, and (ii) ADSs or Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise of warrants,
options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing (including
by email correspondence) to the Agent, and (iii) ADSs or Ordinary Shares or securities convertible into or exchangeable as consideration
for mergers, acquisitions, sale or purchase of assets or other business combinations or strategic alliances occurring after the date of
this Agreement which are not issued for capital raising purposes. Without derogating from the foregoing, the Company shall provide the
Sales Agent notice at least two (2) days prior to pursuing any private or public offerings of equity and/or other securities (including
debt securities) in one or more transactions.


 


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


 


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


 


(k) Required
Filings Relating to Placement of Placement ADSs. The Company shall disclose, in its annual report on Form 20-F and in its Reports
on Form 6-K when disclosing interim financial statements or results, as applicable, to be filed by the Company with the Commission from
time to time, the number of the Placement ADSs sold through the Agent under this Agreement, and the net proceeds to the Company from the
sale of the Placement ADSs pursuant to this Agreement during the relevant quarter or, in the case of an Annual Report on Form 20-F, during
the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. The Company agrees that on such dates as the
Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph
of Rule 424(b) under the Securities Act (each and every filing date under Rule 424(b), a “Filing Date”), which
prospectus supplement will set forth, within the relevant period, the amount of Placement ADSs sold through the Agent, the Net Proceeds
to the Company and the compensation payable by the Company to the Agent with respect to such Placement ADSs, and (ii) deliver such
number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by
the rules or regulations of such exchange or market.


 


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


 


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


 






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


 


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


 


the Company shall furnish the
Agent with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially
similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement
and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived
for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the
date the Company delivers instructions for the sale of Placement ADSs hereunder (which for such calendar quarter shall be considered a
Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to
sell Placement ADSs following a Representation Date when a Suspension was in effect and did not provide the Agent with a certificate under
this Section 7(l), then before the Company delivers the instructions for the sale of Placement ADSs or the Agent sells any Placement
ADSs pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l)
dated as of the date that the instructions for the sale of Placement ADSs are issued.


 


(m)   Legal
Opinion. (i) Prior to the date of the first Placement Notice and (ii) within three (3) Trading Days of each Representation Date with
respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable and
excluding the date of this Agreement, the Company shall cause to be furnished to the Agent:


 


(A) a written opinion and negative
assurance of Sullivan & Worcester LLP U.S. counsel to the Company, and a written opinion of Sullivan & Worcester (Har-Even &
Co.), Israeli counsel to the Company (and together, “Company Counsel”),, addressed to the Agent, in form and
substance satisfactory to the Agent and its counsel; and


 


(B) with respect
to the first Placement Notice only, a written opinion of Emmet, Marvin & Martin, LLP (“Depositary Counsel”),
counsel for the Depositary, addressed to the Agent, in form and substance satisfactory to the Agent and its counsel; and


 


of other counsel satisfactory
to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form previously provided to the
Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented;
provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter;
provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish
the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered
under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion
shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).


 






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


 


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


 


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


 


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


 


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


 






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


 


(t)   Secretary’s
Certificate; Further Documentation. Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate
of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the
Certificate of Incorporation of the Company, (ii) the Bylaws of the Company, (iii) the resolutions of the Board of Directors of the Company
authorizing the execution, delivery and performance of this Agreement and the Deposit Agreement by the Company and the issuance of the
Placement ADSs, the deposit of the Ordinary Shares represented by ADSs with the Custodian for the Depositary, and the consummation of
the transactions contemplated hereby and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents
contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent
such further information, certificates and documents as the Agent may reasonably request.


 


(u)   Renewal
of Registration Statement. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement
(the “Renewal Date”), any of the Placement ADSs remain unsold and this Agreement has not been terminated, the
Company will, prior to the Renewal Date, file a new shelf registration statement or, if applicable, an automatic shelf registration statement
relating to the ADSs that may be offered and sold pursuant to this Agreement (which shall include a prospectus reflecting the number or
amount of Placement ADSs that may be offered and sold pursuant to this Agreement), in a form satisfactory to the Agent and its counsel,
and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such registration
statement to be declared effective within 180 days after the Renewal Date. The Company will take all other reasonable actions necessary
or appropriate to permit the public offer and sale of the Placement ADSs to continue as contemplated in the expired registration statement
and this Agreement. From and after the effective date thereof, references herein to the “Registration Statement” shall include
such new shelf registration statement or such new automatic shelf registration statement, as the case may be.


 






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8.   Payment
of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the
preparation and filing of the Registration Statement, including any fees required by the Commission, and the printing or electronic delivery
of the Prospectus as originally filed and of each amendment and supplement thereto, in such number as the Agent shall deem necessary,
(ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering,
purchase, sale, issuance or delivery of the Placement ADSs, (iii) the preparation, issuance and delivery of the certificates, if
any, for the Placement ADSs to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties
or taxes payable upon the sale, issuance or delivery of the Placement ADSs to the Agent, (iv) the fees and disbursements of the counsel,
accountants and other advisors to the Company, (v) the fees and expenses of Agent including but not limited to the fees and expenses
of the counsel to the Agent, payable upon the execution of this Agreement, in an amount not to exceed $25,000 and up to an additional
$10,000 per fiscal year for ongoing maintenance (paid as up to $2,500 each fiscal quarter), (vi) the qualification or exemption of
the Placement ADSs under state securities laws in accordance with the provisions of Section 7(r) hereof, including filing
fees, but excluding fees of the Agent’s counsel, (vii) the printing and delivery to the Agent of copies of any Permitted Issuer
Free Writing Prospectus and the Prospectus and any amendments or supplements thereto in such number as the Agent shall deem necessary,
(viii) the preparation, printing and delivery to the Agent of copies of the blue sky survey, (ix) the fees and expenses of the
Depositary and Custodians for the ADSs, (x) the filing and other fees incident to any review by FINRA of the terms of the sale of
the Placement ADSs including the fees of the Agent’s counsel (subject to the cap, set forth in clause (v) above), and (xi) the
fees and expenses incurred in connection with the listing of the Placement ADSs on the Exchange.


 


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


 


(a)   Registration
Statement Effective. The Registration Statement shall have become effective and shall be available for the sale of all Placement ADSs
contemplated to be issued by any Placement Notice.


 


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


 


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


 


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


 






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(e)   Legal
Opinions. The Agent shall have received the opinions of Company Counsel and Depositary Counsel
required to be delivered pursuant to Sections 7(m)(A), and 7(m)(B) on or before the date on which such delivery of such opinions
is required pursuant to Sections 7(m)(A) and 7(m)(B).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10.   Indemnification
and Contribution.


 


(a)   Company
Indemnification. Without derogating from the specific terms set forth in the Side Letter between the Company and Agent dated as of
the date hereof, the Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors,
officers, employees and agents and each person, if any, who controls the Agent or any affiliate within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act as follows:


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


12.   Termination.


 


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


 


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


 






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


 


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


 


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


 


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


 


ThinkEquity LLC


17 State Street, 41st
Floor


New York, New York 10004

Attn: Head of Investment Banking


Fax No.: (212) 349-2550


E-mail: notices@think-equity.com


 


with a copy to:


 


Greenberg Traurig, P.A.


One Azrieli Center


Round Tower, 30th floor


132 Menachem Begin Rd


Tel Aviv 6701101

Attention: David Huberman, Esq.


Telephone No.: +972 (0) 3.636.6033


Email:  David.Huberman@gtlaw.com


 


and if to the Company,
shall be delivered to:


 


Safe-T Group Ltd


8 Abba Eban
Ave.


Herzliya, Israel 4672526


Attention: Hagit Gal, Adv.


Telephone No: +972-9-8666110


E-mail address: hagit.gal@safetgroup.com


 


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


 


Sullivan &
Worcester LLP


1633 Broadway New York, NY
10019


Attention: Oded Har-Even,
Esq., Howard Berkenblit, Esq.


E-mail address: ohareven@sullivanlaw.com,
hberkenblit@sullivanlaw.com


 






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


 


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


 


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


 


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


 


16.   Entire
Agreement; Amendment; Severability; Waiver. Except with respect to that certain Engagement Letter between the Company and Agent dated
November 25, 2022 and that certain Side Letter between the Company and Agent dated as of the date hereof this Agreement (including all
schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all
other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject
matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company
and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force
and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein
shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that
giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties
as reflected in this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No
failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.


 


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


 






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


 


19.   Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or by electronic
delivery of a portable document format (PDF) file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com).


 


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


 


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


 


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


 


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


 


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


 


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


 






    -31-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 




    -32-


     


    

 


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


 


	 	Very truly yours,
	 	 
	 	
    SAFE-T GROUP LTD.

    

	 	 
	 	By:	/s/ Shachar Daniel
	 	 	Name: 	Shachar Daniel
	 	 	Title:	Chief Executive Officer


 


	 	By:	/s/ Shai Avnit
	 	 	Name: 	Shai Avnit
	 	 	Title:	Chief Financial Officer


  


	 	ACCEPTED as of the date
first-above written:
	 	 
	 	
    THINKEQUITY LLC

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


 




     


     


    

 


SCHEDULE 1


 


__________________________


 


Form of Placement Notice


__________________________


 


	 	From:	Safe-T Group Ltd.
	 	 	 
	 	To:	ThinkEquity LLC
	 		Attention:  [●]
	 	 	 
	 	Subject:	Placement Notice
	 	 	 
	 	Date:	[●], 20[●]



 


Ladies and Gentlemen:


 


Pursuant to the terms and
subject to the conditions contained in the ATM Sales Agreement by and between Safe-T Group Ltd., a corporation formed under the laws of
the State of Israel (the “Company”), and ThinkEquity LLC (“Agent”), dated November
[__], 2022, the Company hereby requests that the Agent sell up to [●] American Depositary Shares (“ADSs”),
each representing ten (10) ordinary shares, no par value per share, at a minimum market price of $[●] per ADS, during the time period
beginning [month, day, time] and ending [month, day, time].


 




     


     


    

 


SCHEDULE 2


 


__________________________


 


Compensation


__________________________


 


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


 




     


     


    

 


SCHEDULE 3


 


__________________________


 


Notice Parties


__________________________


 


The Company


 


Shachar Daniel, CEO (Shachar.daniel@safe-t.com)


 


With copies to:


 


Hagit Gal, Adv,, Corporate Legal Counsel (hagit.gal@safetgroup.com)


Shai Avnit, CFO (shai.avnit@safetgroup.com)


 


The Agent


 


William Baquet (wbaquet@think-equity.com)


 


With copies to:


 


notices@think-equity.com


 


DealTeam@think-equity.com


 




     


     


    

 


SCHEDULE 4


 


__________________________


 


Significant Subsidiaries


__________________________


 


Incorporated by reference to Exhibit 8.1 of the Company’s
most recently filed Form 20-F.


 




     


     


    

 


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


 


The undersigned, the duly
qualified and elected [●], of Safe-T Group Ltd., a corporation formed under the laws of the State of Israel (the “Company”),
does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(l) of the ATM Sales Agreement, dated
November 25, 2022 (the “Agreement”), by and between the Company and ThinkEquity LLC, that to the best of the
knowledge of the undersigned:


 


	 	1.	As of the date of this Certificate, (i) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) neither the Registration Statement nor the Prospectus contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein not untrue or misleading.


 


	 	2.	Each of the representations and warranties of the Company contained in the Agreement were, when originally made, and are, as of the date of this Certificate, true and correct in all material respects.


 


	 	3.	Each of the covenants required to be performed by the Company in the Agreement on or prior to the date of the Agreement, this Representation Date, and each such other date as set forth in the Agreement, has been duly, timely and fully performed in all material respects and each condition required to be complied with by the Company on or prior to the date of the Agreement, this Representation Date, and each such other date as set forth in the Agreement has been duly, timely and fully complied with in all material respects.


 


	 	4.	Subsequent to the date of the most recent financial statements in the Prospectus, there has been no Material Adverse Effect.


 


	 	5.	No stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or threatened by any securities or other governmental authority (including, without limitation, the Commission).


 


Sullivan & Worcester
LLP and Greenberg Traurig, P.A. are entitled to rely on this certificate in connection with the respective opinions such firms are rendering
pursuant to the Sales Agreement. Capitalized terms used herein without definition shall have the meanings given to such terms in the Sales
Agreement.


 


[Signature page follows]


 


	 	SAFE-T GROUP LTD.
	 	 
	 	By: 	          
	 	Name:  	 
	 	Title: 	 


 


Date: [●]


 




     


     


    

 


Exhibit 21


 


Permitted Free Writing Prospectus


 


None.