Exhibit
10.1


 


FORM
OF SECURITIES PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2022, between IceCure Medical Ltd., a
company formed under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature
pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).


 


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


 


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


 


ARTICLE
1 

DEFINITIONS


 


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


 


“A.G.P.”
means A.G.P./Alliance Global Partners, the lead placement agent.


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.6.


 


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


 


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


 


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


 


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


 


“Base
Prospectus” shall have the meaning ascribed to such term in Section 3.1(f).


 


“Board
of Directors” means the board of directors, or any authorized committee thereof, of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close; provided,
however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the
closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems
(including for wire transfers) of commercial banks in the City of New York generally are open for use by customers on such day.


 






     


     


    

 


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


 


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


 


“Co-Agent”
means Brookline Capital Markets, LLP, the co-placement agent.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 


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


 


“Company
Counsel” means Sullivan & Worcester LLP.


 


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


 


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


 


“DWAC”
shall have the meaning ascribed to such term in Section 2.2(a)(v).


 


“EDGAR”
means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.


 


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


 


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


 


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


 






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“Exempt
Issuance” means the issuance of: (i) the Securities to be sold hereunder; (ii) the issuance by the Company of Ordinary Shares
upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which A.G.P. has been
advised in writing; (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation
plan of the Company, provided that, prior to the issuance of any such stock options or shares of capital stock of the Company
that vest to a signatory to the Lock-Up Agreements within the Lock-Up Period, each recipient thereof shall sign and deliver a Lock-Up
Agreement; (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors
of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry
no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition
period in Section 4.11(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a
Person) that is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the
business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include
a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities (for avoidance of doubt, securities issued to a venture arm of a strategic investor shall be deemed an “Exempt
Issuance”); (v) securities issued to consultants or vendors of the Company, provided that such securities are issued as “restricted
securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement
in connection therewith during the prohibition period in Section 4.11(a) herein; and (vi) issuances of Ordinary Shares to existing holders
of the Company’s securities in compliance with the terms of agreements entered into with, or instruments issued to, such holders,
provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights
that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.11(a)
herein (other than Ordinary Shares issuable to holders of the Company’s outstanding warrants upon the exercise of such warrants,
provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to
decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations)
or to extend the term of such securities).


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


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


 


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


 


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


 


“Health
Care Laws” shall have the meaning ascribed to such term in Section 3.1(ss).


 


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


 


“Issuer
Free Writing Prospectus” shall have the meaning ascribed to such term in Section 3.1(f)(ii).


 






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“IT
Systems” shall have the meaning ascribed to such term in Section 3.1(oo).


 


“Lien”
means a lien, charge, mortgage, pledge, security interest, claim, right of first refusal, pre-emptive right, or other encumbrance of
any kind whatsoever.


 


“Lock-Up
Agreements” means the lock-up agreements, each dated as of the date hereof in substantially the form of Exhibit A.


 


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


 


“Money
Laundering Laws” shall have the meaning assigned to such term in Section 3.1(nn).


 


“Offering”
means the offering of the Securities hereunder.


 


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


 


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


 


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


 


“Personal
Data” shall have the meaning ascribed to such term in Section 3.1(oo).


 


“Per
Share Purchase Price” equals $1.65, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other transactions of Ordinary Shares that occur after the date of this Agreement.


 


“Placement
Agency Agreement” means that certain Placement Agency Agreement by and among the Company, A.G.P., and the Co-Placement Agent,
dated as of the date hereof.


 


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


 


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


 






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“Prospectus
Supplement” shall have the meaning ascribed to such term in Section 3.1(f).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.9.


 


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


 


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


 


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


 


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


 


“Securities”
means for each Purchaser, the Ordinary Shares purchased pursuant to this Agreement.


 


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


 


“Shares”
means the Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement.


 


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


 


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


 


“Subsidiary”
and “Subsidiaries” shall have the meanings ascribed to such terms in Section 3.1(a).


 


“Trading
Day” means a day on which The Nasdaq Capital Market is open for trading.


 


“Trading
Market” means The Nasdaq Capital Market (or any nationally recognized successor thereto); provided, however, that in
the event the Company’s Ordinary Shares are ever listed or traded on The Nasdaq Global Market, The Nasdaq Global Select Market,
the New York Stock Exchange, the NYSE American, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or the OTCQB operated by the OTC
Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Trading Market” shall mean
such other market or exchange on which the Company’s Ordinary Shares are then listed or traded.


 






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


 


“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,
Woodmere, NY 11598, and any successor transfer agent of the Company.


 





ARTICLE
2 

PURCHASE AND SALE


 


2.1 Closing.


 


(a)
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,
up to an aggregate of approximately $14,500,000 of Securities. Each Purchaser shall deliver to the Company, via wire transfer, immediately
available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser
shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver
to each Purchaser its respective Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable
at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur remotely
via the exchange of documents and signatures or such other location as the parties shall mutually agree. Unless otherwise directed by
A.G.P. and/or the Co-Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”)
(i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by
the Transfer Agent directly to the account(s) at A.G.P. and the Co-Agent identified by each Purchaser; upon receipt of such Shares, A.G.P.
and the Co-Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by
A.G.P. and the Co-Agent (or their respective clearing firm) by wire transfer to the Company). 


 


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


 






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2.2 Deliveries.


 


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


 


(i)
this Agreement duly executed by the Company;


 


(ii)
a legal opinion of Company Counsel, in a form reasonably satisfactory to A.G.P. and the Co-Agent;


 


(iii)
a certificate executed by the Chief Executive Officer of the Company, in form and substance reasonably satisfactory to A.G.P. and the
Co-Agent;


 


(iv)
subject to the penultimate sentence of Section 2.1(a), the Company shall have provided each Purchaser with the Company’s wire instructions,
on Company letterhead and executed by the Chief Executive Officer;


 


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


 


(viii)
Lock-up Agreements, in form and substance reasonably acceptable to the Purchasers, executed by each executive officer, director and 10%
or greater stockholder of the Company;


 


(xi)
a Secretary’s Certificate, in form and substance reasonably satisfactory to A.G.P. and the Co-Agent; and


 


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


 


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


 


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


 


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


 






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2.3 Closing Conditions.


 


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


 


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


 


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


 


(iii)
all Required Approvals shall have been obtained; and


 


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


 


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


 


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


 


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


 


(iii)
all Required Approvals have been obtained; 


 


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


 


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


 


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


 






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ARTICLE
3 

REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


(b)
Organization and Qualification. The Company and each of the Subsidiaries has been duly organized and validly exists as a corporation,
limited partnership or company in good standing (or the foreign equivalent thereof, if any) under the laws of its jurisdiction of organization.
The Company and each of the Subsidiaries is duly qualified to do business and is in good standing as a foreign or extra-provincial corporation,
partnership, company or limited liability company in each jurisdiction in which the character or location of its properties (owned, leased
or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified
or in good standing which (individually and in the aggregate) would not have a Material Adverse Effect. No Proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. The term “Material Adverse Effect” means an
effect, change, event or occurrence that, alone or in conjunction with any other or others: has or would reasonably be expected to have
a material adverse effect on: (A) the business, general affairs, management, condition (financial or otherwise), results of operations,
shareholders’ equity, properties or prospects of the Company and the Subsidiaries, taken as a whole, or (B) the legality, validity
or enforceability of any Transaction Document or the Company’s ability to perform in any material respect on a timely basis its
obligations under any Transaction Document; provided that a change in the market price or trading volume of the Ordinary Shares
alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect.


 






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


 


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


 


(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state (including state blue sky law), local or other
governmental authority or other Person in connection with the execution, delivery and performance by the Company of this Agreement, including
with respect to the sale issuance of the Securities, other than: (i) the filings required pursuant to Section 4.5 of this Agreement,
(ii) the filing with the Commission of the Prospectus Supplement, (iii) notice(s) to each applicable Trading Market for the listing of
the Ordinary Shares for trading thereon in the time and manner required thereby, and (iv) such filings as may be required to be made
under applicable state securities laws (collectively, the “Required Approvals”). 


 






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(f)
Issuance of the Shares; Qualification; Registration.


 


(i)
The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and
validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly
authorized capital stock the maximum number of Ordinary Shares issuable pursuant to this Agreement. 


 


(ii)
The Company has prepared and filed with the Commission a registration statement under the Securities Act on Form F-3 (File No. 333-267272)
on September 2, 2022 providing for the offer and sale, from time to time, of up to $100,000,000 of the Company’s securities (the
“Registration Statement”). The Registration Statement became effective pursuant to Rule 467(a) under the Securities
Act on September 14, 2022. The prospectus included in the Registration Statement at the time it became effective, including documents
incorporated therein by reference, is referred to herein as the “Base Prospectus”. The Registration Statement is effective
and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings
for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission and any
request on the part of the Commission for additional information has been complied with. The Shares are being issued pursuant to the
Registration Statement, and the offer and sale of the Shares pursuant to this Agreement has been registered by the Company under the
Securities Act. Upon receipt of the Shares, the Purchaser will have good and marketable title to such Shares and such Shares will be
immediately freely tradable.


 


The
term “Prospectus” means the prospectus supplement relating to the offering and sale of the Securities filed with the
Commission (the “Prospectus Supplement”), together with the Base Prospectus, including all documents incorporated
therein by reference.


 


Any
“issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities is hereafter
referred to as an “Issuer Free Writing Prospectus”. Any reference herein to the Base Prospectus and the Prospectus
shall be deemed to refer to and include the documents incorporated by reference therein as of the date of filing thereof; and any reference
herein to any “amendment” or “supplement” with respect to any of the Base Prospectus and the Prospectus shall
be deemed to refer to and include (i) the filing of any document with the Commission incorporated or deemed to be incorporated therein
by reference after the date of filing of such Base Prospectus or Prospectus and (ii) any such document so filed. 


 


All
references in this Agreement to the Registration Statement, the Base Prospectus, the Prospectus, or any Issuer Free Writing Prospectus,
or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission on EDGAR.


 


(g)
Securities Act Compliance. The Registration Statement complies, and the Prospectus and any further amendments or supplements to
the Registration Statement or the Prospectus will comply, in all material respects, with the applicable provisions of the Securities
Act. Each part of the Registration Statement, when such part became effective, did not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus,
as of its filing date, and any amendment thereof or supplement thereto, did not and will not contain 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 under which they were
made, not misleading.


 






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(h)
No Stop Orders. No order preventing or suspending the use of the Base Prospectus or any Issuer Free Writing Prospectus has been
issued by the Commission.


 


(i)
Capitalization. The equity capitalization of the Company is as set forth in the SEC Reports as of the dates indicated therein.
All of the issued and outstanding Ordinary Shares are fully paid and non-assessable and have been duly and validly authorized and issued,
in compliance with all federal and state securities laws and not in violation of or subject to any preemptive or similar right that entitles
any person to acquire from the Company any Ordinary Shares or other security of the Company or any security convertible into, or exercisable
or exchangeable for, Ordinary Shares or any other such security, except for such rights as may have been fully satisfied or waived prior
to the date hereof. Except as set forth in the SEC Reports or Schedule 3.1(i), the Company has no outstanding options, warrants, scrip
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, or contracts,
commitments, understandings or arrangements by which the Company is or may become bound to issue additional Ordinary Shares or Ordinary
Share Equivalents and no Person has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate
in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Reports, the issuance and sale of the Securities
will not obligate the Company to issue Ordinary Shares or other securities to any Person (other than the Purchasers) and will not result
in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
There are no outstanding securities or instruments of the Company with any provision that adjusts the exercise, conversion, exchange
or reset price of such security or instrument upon an issuance of securities by the Company (other than in connection with a stock split).
There are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no
contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem an equity security of the
Company. The Company does not have any stock appreciation rights or “phantom share” plans or agreements or any similar plan
or agreement. Except as set forth in the SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders.


 


(j)
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with
the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid
extension (or waiver from the Commission) of such time of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act
and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 






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(k)
Financial Statements. The consolidated financial statements of the Company, including the notes thereto, included or incorporated
by reference in the Registration Statement and the Prospectus comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have
been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on
a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto
and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


(s)
Intellectual Property. Except as set forth in the SEC Reports, to the Company’s knowledge, the Company and the Subsidiaries
have, or have rights to use (or can acquire on reasonable terms), all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither
the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,
terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement
except as would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 3.1(s). Neither the Company
nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written
notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person
and neither is aware of any facts which would form a reasonable basis for any such claim, except as could not have or reasonably be expected
to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there
is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken
reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where
failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None
of the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or
is being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries
in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with
normal industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate
nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result
in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding
the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in
the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee
of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any
employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement,
nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s
employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.


 






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(t)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business without a significant increase in cost.


 


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


 


(v)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with
the applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, except as disclosed in the Company’s SEC Reports. The
Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the
Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the
Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the
disclosure controls and procedures of the Company and the Subsidiaries as of applicable dates specified under the Exchange Act (such
date, the “Evaluation Date”). The Company presented in its most recently filed annual report on Form 10-K the conclusions
of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date. Except as set forth in the Prospectus, since the Evaluation Date, there have been no changes in the internal control over financial
reporting (as such term is defined in the Exchange Act) of the Company and the Subsidiaries that have materially affected, or is reasonably
likely to materially affect, the internal control over financial reporting of the Company and the Subsidiaries.


 






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(w)
Certain Fees. Except for fees payable to A.G.P. and the Co-Agent, no brokerage or finder’s fees or commissions are or will
be payable by the Company, any Subsidiary or any related entity to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall
have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated
in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.


 


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


 


(y)
Registration Rights. Except as set forth in the SEC Reports, no Person has any right to cause the Company or any Subsidiary to
effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


(z)
Listing and Maintenance Requirements. The Company is subject to the reporting requirements of Section 13 of the Exchange Act and
files periodic reports with the Commission; the Securities are registered with the Commission under Section 12(b) of the Exchange Act
and the Company is not in breach of any filing or other requirements under the Exchange Act. The Company has not received any notice
from that the Commission is contemplating terminating such registration. Except as set forth in the SEC reports, the Company has not,
in the 12 months preceding the date hereof, received notice from any Trading Market on which the Ordinary Shares are or have been listed
or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The
Ordinary Shares are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in
connection with such electronic transfer.


 


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


 






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


 


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


 


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


 


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


 


(ff)
Accountants. The Company’s independent registered public accounting firm is Brightman Almagor Zohar & Co., a firm in
the Deloitte Global Network. To the knowledge and belief of the Company, such accounting firm is a registered public accounting firm
as required by the Exchange Act.


 


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


 






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


 


(ii)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf (other than A.G.P. and the Co-Agent,
as to which no representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid
for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person
any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and
(iii), compensation paid to A.G.P. and the Co-Agent pursuant to the Placement Agency Agreement.


 


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


 


(kk)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan or omnibus long-term
incentive plan was granted (i) in accordance with the terms of such plan and (ii) with an exercise price at least equal to the fair market
value of the Ordinary Shares on the date such stock option would be considered granted under GAAP and applicable law. No stock option
granted under the Company’s stock option plan or omnibus long-term incentive plan has been backdated. The Company has not knowingly
granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly
coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or
the Subsidiaries or their financial results or prospects.


 






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(ll)
[Reserved].


 


(mm)
[Reserved]


 


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


 


(oo)
Information Technology. The Company’s, the Subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform
in all material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently
conducted. The Company, the Subsidiaries maintain commercially reasonable controls, policies, procedures, and safeguards to maintain
and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems
and all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and
stored thereon, and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized
uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other
person, nor any incidents under internal review or investigations relating to the same. The Company and the Subsidiaries are presently
in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,
misappropriation or modification, except for any such noncompliance that would not have a Material Adverse Effect.


 


(pp)
Regulatory. Except as described in the Registration Statement and the Prospectus, as applicable, the Company and its Subsidiaries
(i) are and at all times have been in material compliance with all statutes, rules and regulations applicable to the ownership, testing,
development, manufacture, packaging, processing, use, distribution, marketing, advertising, labeling, promotion, sale, offer for sale,
storage, import, export or disposal of any product manufactured or distributed by the Company including, without limitation the Federal
Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.), the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Health
Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health
Act of 2009, and the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Affordability Reconciliation
Act of 2010, the regulations promulgated pursuant to such laws, and any successor government programs and comparable state laws, regulations
relating to Good Clinical Practices and Good Laboratory Practices and all other local, state, federal, national, supranational and foreign
laws, manual provisions, policies and administrative guidance relating to the regulation of the Company (collectively, the “Applicable
Laws”); (ii) have not received any notice from any court or arbitrator or governmental or regulatory authority or third party
alleging or asserting noncompliance with any Applicable Laws or any licenses, exemptions, certificates, approvals, clearances, authorizations,
permits, registrations and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);
(iii) possess all material Authorizations and such Authorizations are valid and in full force and effect and are not in violation of
any term of any such Authorizations; (iv) have not received written notice of any claim, action, suit, proceeding, hearing, enforcement,
investigation arbitration or other action from any court or arbitrator or governmental or regulatory authority or third party alleging
that any product operation or activity is in violation of any Applicable Laws or Authorizations nor is any such claim, action, suit,
proceeding, hearing, enforcement, investigation, arbitration or other action threatened; (v) have not received any written notice that
any court or arbitrator or governmental or regulatory authority has taken, is taking or intends to take, action to limit, suspend, materially
modify or revoke any Authorizations nor is any such limitation, suspension, modification or revocation threatened; (vi) have filed, obtained,
maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or
amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments were complete and accurate on the date filed (or were corrected or supplemented by
a subsequent submission); and (vii) are not a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement
orders, or similar agreements with or imposed by any governmental or regulatory authority.


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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ARTICLE
4 

OTHER AGREEMENTS OF THE PARTIES


 


4.1
Legends. The Shares shall be issued free of restrictive legends.


 


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


 


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


 


4.4
Securities Laws Disclosure; Publicity. The Company shall (a) by the Closing Date issue a press release disclosing the material
terms of the transactions contemplated hereby, (b) file a report on Form 6-K, including the Transaction Documents as exhibits thereto
as deemed required by Company Counsel, with the Commission within the time required by the Exchange Act. From and after the issuance
of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information
delivered to any of the Purchasers by the Company or any of the Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of
such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of the Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and
each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,
and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the
prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with
respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement
or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name
of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such
Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission
and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers
with prior notice of such disclosure permitted under this clause (b).


 


4.6
Stockholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.


 






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4.7
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.5, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Purchaser or any Purchaser’s agents or counsel with any information that constitutes, or the Company
reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt
of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company
delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and
agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of the Subsidiaries, or any of their respective
officers, directors, agents, employees or Affiliates, or a duty to the Company, any of the Subsidiaries or any of their respective officers,
directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser
shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,
material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such material non-public
information on with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser
shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.8
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and general
corporate purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment
of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Ordinary
Shares or Ordinary Share Equivalents, (c) for the settlement of any outstanding litigation, or (d) in violation of FCPA or OFAC regulations.


 


4.9
Indemnification of Purchasers. Subject to the provisions of this Section 4.9, the Company will indemnify and hold each Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or
incur caused by or based upon (a) any inaccuracy in any of the representations or warranties made by the Company in this Agreement or
(b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder
of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction
Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants
under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations
by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined
to constitute fraud, gross negligence or willful misconduct). The Company will indemnify each Purchaser Party, to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys’ fees) and expenses, as incurred, caused by or based upon (i) any untrue or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereto, any Issuer Free Writing Prospectus, the Prospectus or
any amendment or supplement thereto, or caused by or based upon any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances
under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are
based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for
use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities
law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Purchaser Party in respect
of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party.
Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (x) the employment thereof
has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable period of time to assume such
defense and to employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material conflict on any material
issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for
the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under
this Agreement (1) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not
be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable
to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party
in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or
others and any liabilities the Company may be subject to pursuant to law.


 






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


 


4.11
Subsequent Equity Sales.


 


(a)
From the date hereof until ninety (90) days after the Closing Date, neither the Company nor any Subsidiary shall (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities
convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration
statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into
or exercisable or exchangeable for shares of capital stock of the Company (other than the filing of a registration statement on Form
S-8); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled
by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.


 


(b)
Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance.


 


4.12
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to such Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat
the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the
purchase, disposition or voting of Shares or otherwise.


 


4.13
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that
neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales, of any of the Company’s securities during the period commencing
with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.5. Each Purchaser, severally and not jointly with the other
Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant
to the initial press release as described in Section 4.5, such Purchaser will maintain the confidentiality of the existence and terms
of this transaction and the information included in this Agreement, including the schedules hereto. Notwithstanding the foregoing, and
notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser
makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company
after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.5, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of
the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any
duty of confidentiality or duty not to trade in the securities of the Company to the Company or the Subsidiaries after the issuance of
the initial press release as described in Section 4.5. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made
the investment decision to purchase the Securities covered by this Agreement.


 


4.15
Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except
to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If
any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its commercially reasonable
efforts to seek specific performance of the terms of such Lock-Up Agreement.


 






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ARTICLE
5 

MISCELLANEOUS


 


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


 


5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice
delivered by a Purchaser). The Company shall pay any issuance, stamp or documentary taxes (other than transfer taxes) or charges imposed
by any governmental body, agency or official (other than income taxes) by reason of the issuance of Shares to the Purchasers.


 


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


 


5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached
hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the
signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c)
the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as
set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes,
or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously disclose such
information in accordance with applicable law and file such notice with the Commission pursuant to a Report on Form 6-K.


 


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


 






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


 


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


 


5.8
Third-Party Beneficiaries. A.G.P. shall be the third-party beneficiary of the representations and warranties of the Company in
Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.9 and this Section 5.8.


 


5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Section 4.9, the prevailing party in such action or proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 


5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for
a period of two (2) years from the Closing.


 


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


 


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


 






    27 


     


    

 


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


 


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


 


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


 


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


 


5.18
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.


 


5.19
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


5.20
Currency. Unless otherwise stated, all dollar amounts and references to “$” in this Agreement refer to the lawful
currency of the United States.


 


5.21
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the date of
this Agreement.


 


5.22
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE
PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature Pages
Follow)


 




    28 


     


    

 


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


 


	IceCure Medical Ltd.	 	Address for Notice:
	 	 	 
	By:		 	 
	 	Name:  	Eyal Shamir	 	7 Ha’Eshel
    St. PO Box 3163
	 	Title: 	Chief Executive Officer	 	Caesarea, 3079504 Israel
	 	 	 	 
	 		 	E-mail: eyals@icecure-medical.com



 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR
PURCHASER FOLLOWS]


 




     


     


    

 


[PURCHASER SIGNATURE
PAGES TO IceCure Medical Ltd.


SECURITIES PURCHASE
AGREEMENT]


 


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


 


Name of Purchaser:
____________________


 


Signature of
Authorized Signatory of Purchaser: ____________________


 


Name of Authorized
Signatory: ____________________
 


Title of Authorized
Signatory: ____________________


 


Email Address of
Authorized Signatory: ____________________


 


Facsimile Number of Authorized Signatory:
____________________ 


 


Address for Notice to Purchaser: ____________________


 


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


 


Subscription Amount: $____________________
 





Shares: ____________________


 


EIN Number: ____________________


 


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


 




     


     


    

 


Schedule 3.1(a)
– Subsidiaries


 


IceCure Medical Inc.


IceCure Medical HK Limited


Ai Sike (Shanghai) Device Technology
Co., Ltd.


 




     


     


    

 


Schedule 3.1(i)
– Capitalization


 


None, other than as disclosed in the
SEC Reports.


 




     


     


    

 


Schedule 3.1(s)
– Intellectual Property


 


	Patent
    No.	 	Application
    No.	 	Title	 	Type
    of Patent Application	 	Type
    of Patent Protection	 	Expiration
    Date	 	Country	 	PCT
    No.
	7481806	 	11/531,058	 	Cryosurgical Instrument
    and its Accessory System	 	Utility patent	 	Machine	 	 08/11/2023	 	 	US
                                             	 	 	N/A
	7731711	 	12/336,866	 	Cryosurgical Instrument and
    its Accessory System	 	Utility patent	 	Process	 	 08/11/2023	 	 	US
                                             	 	 	N/A
	7137978	 	10/637,904	 	Cryosurgical Instrument and
    its Accessory System	 	Utility patent	 	Machine	 	 12/02/2023	 	 	US
                                             	 	 	N/A




 




     


     


    

 


Exhibit A


Form of Lock-Up
Agreement


 


_______, 2022


 


 


A.G.P./ALLIANCE GLOBAL PARTNERS

as Lead Placement Agent

590 Madison Avenue, 28th Floor

New York, NY 10022


 


Brookline Capital Markets, a division of Arcadia Securities, LLC


as Co-Agent


280 Park Avenue, Suite 43W


New York, NY 10017


 


Ladies and Gentlemen:


 


This Lock-Up Agreement (this
“Agreement”) is being delivered to you in connection with the proposed Placement Agency Agreement (the “Agreement”)
between IceCure Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), A.G.P./Alliance
Global Partners (the “Placement Agent”), as lead placement agent, and Brookline Capital Markets, a division of Arcadia
Securities, LLC, as co-agent (“Co-Agent”), relating to the proposed public offering (the “Offering”)
of ordinary shares, no par value per share, of the Company (the “Ordinary Shares”).


 


In order to induce you to
enter into the Agreement, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a securityholder
and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned agrees with the Placement Agent and Co-Agent that, during the period beginning on and including
the date of this Agreement through and including the date that is the 90th day after the date of the final prospectus relating to the
Offering (the “Lock-Up Period”), subject to the exceptions and other provisions of this Agreement, the undersigned
will not, without the prior written consent of the Placement Agent, directly or indirectly, (i) offer, sell, assign, transfer, pledge,
contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares or Ordinary Share Equivalents
(“Ordinary Share Equivalents” shall mean any outstanding options, warrants, scrip rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
for, or giving any person any right to subscribe for or acquire, any Ordinary Shares or any securities of the Company or the Company’s
subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including without limitation, any debt, preferred
stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise
entitles the holder thereof to receive, Ordinary Shares) of the Company whether now owned or hereafter acquired by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Ordinary Shares
of the Company which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated
under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to
time (the “Securities Act”) (the “Beneficially Owned Shares”)) (all such securities referred to
in this paragraph (i) to be collectively referred to as the “Lock-Up Securities”), (ii) enter into any swap, hedge
or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Lock-Up Securities, (iii)
engage in any short selling of any Lock-Up Securities, (iv) make any demand for or exercise any right with respect to the registration
of any Lock-Up Securities, or (v) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into
any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.


 






     


     


    

 


The restrictions set forth
in the second paragraph hereof shall not apply to the registration of the offer and sale of Securities as contemplated by the Agreement
and the sale of the Securities through the Placement Agent and Co-Agent in the Offering and/or participation of the undersigned in the
Offering, and shall furthermore not apply to:


 


(1) a
bona fide gift or a charitable donation or donations;


 


(2) if
the undersigned is a natural person, any transfers made by the undersigned for financial and/or estate planning purposes, including any
such transfer to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are
exclusively the undersigned or members of the undersigned’s immediate family and such transfer is not for value;


 


(3) if
the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any direct or indirect
shareholder, partner or member of, or owner of a similar equity interest in (including, with respect to trusts, beneficiaries), the undersigned,
as the case may be, if, in any such case, such transfer is not for value;


 


(4) if
the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned
(a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s
capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially
all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement
or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate
(as defined below) of the undersigned and such transfer is not for value;


 


(5)  the
occurrence after the date hereof of any of the following: (a) an acquisition by an individual or legal entity or “group” (as
described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100%
of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into
or consolidates with the Company, or (c) the Company sells or transfers all or substantially all of its assets to another person, provided,
that, the Ordinary Shares of the Company received upon any of the events set forth in clauses (a) through (c) above shall remain subject
to the restrictions provided for in this Agreement;


 


(6) by
will or intestate succession upon the death of the undersigned;


 


(7) transfers
to the Company in connection with, and to the extent necessary to fund, the payment of taxes due with respect to the vesting of restricted
stock, restricted stock units, performance stock units, equity appreciation rights or similar rights to purchase Ordinary Shares or any
securities convertible into or exercisable or exchangeable for Ordinary Shares;


 


(8) transfers
by operation of law or pursuant to an order of a court or regulatory agency;


 


(9)  transactions
relating to Ordinary Shares or other securities acquired in the open market after the completion of the Offering; and


 


(10)  transfers
consented to, in writing by the Placement Agent;


 


provided, however, that in the case
of any transfer described in clause (1), (2), (3), (4), or (6) above, it shall be a condition to the transfer that the transferee
executes and delivers to the Placement Agent, not later than 1 business day prior to such transfer, a written agreement, in substantially
the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such
transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and
otherwise satisfactory in form and substance to the Placement Agent.


 






     


     


    

 


In addition, the restrictions
set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act
after the date hereof, provided that (i) a copy of such plan is provided to the Placement Agent promptly upon entering into
the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated
in accordance with its terms.


 


For purposes of this Agreement,
“immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father,
mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule 405 under the
Securities Act.


 


The undersigned further agrees
that (i) it will not, during the Lock-Up Period (as the same may be extended as described above), make any demand or request for
or exercise any right with respect to the registration under the Securities Act of any Lock-Up Securities, and (ii) the Company may,
with respect to any Lock-Up Securities, cause the transfer agent or other registrar to enter stop transfer instructions and implement
stop transfer procedures with respect to such securities during the Lock-Up Period (as the same may be extended as described above). In
addition, the undersigned hereby waives, from the date hereof until the expiration of the 90 day period following the date of the Agreement
and any extension of such period pursuant to the terms hereof, any and all rights, if any, to request or demand registration pursuant
to the Securities Act of any Ordinary Shares of the Company that are registered in the name of the undersigned or that are Beneficially
Owned Shares.


 


The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement has been duly authorized
(if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned.
This Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural
person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.


 


This Agreement shall automatically
terminate upon the earliest to occur, if any, of (i) either the Placement Agent and Co-Agent, on the one hand, or the Company on the other
hand, advising the other in writing, prior to the execution of the Agreement, that they have determined to not proceed with the Offering,
(ii) following execution of the Agreement, the Agreement terminates or is terminated before the sale of any Ordinary Shares through the
Placement Agent and Co-Agent, (iii) the withdrawal of the registration statement filed with the Securities and Exchange Commission with
respect to the Offering, or (iv) January 2, 2023 in the event that the Agreement has not been executed by such date.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 









     


     


    

 


The undersigned acknowledges
and agrees that whether or not any Offering actually occurs depends on a number of factors, including market conditions. Any Offering
will only be made pursuant to the Agreement, the terms of which are subject to negotiation among the Company, the Placement Agent and
Co-Agent.


 


	 	Very truly yours,
	 	 
	 	 
	 	(Name of Shareholder - Please Print)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name of Signatory if Shareholder is an entity - Please Print)
	 	 
	 	 
	 	(Title of Signatory if Shareholder is an entity - Please Print)
	 	Address: