Exhibit 10.1


 


Enlivex Therapeutics Ltd.

Ordinary Shares


(par value NIS0.40 per share)


 


Controlled Equity OfferingSM


 


Sales Agreement


 


December 30, 2022


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, NY 10022


 


JMP Securities LLC


600 Montgomery Street, 11th Floor


San Francisco, California 94111


 


Ladies and Gentlemen:


 


Enlivex Therapeutics Ltd.,
a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”)
with Cantor Fitzgerald & Co. and JMP Securities LLC (collectively, the “Agents”), as follows:


 


		1.	Issuance and Sale of Shares. The Company agrees that,
from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell
to or through the Agents, as sales agents or principals, ordinary shares (the “Placement Shares”) of the Company,
par value NIS0.40 per share (the “Ordinary Shares”); provided, however, that in no event shall
the Company issue or sell through the Agents such number or dollar amount of Placement Shares that would (a) exceed the number or dollar
amount of Ordinary Shares registered on the effective Registration Statement (defined below) pursuant to which the offering is being
made, (b) exceed the number of authorized but unissued Ordinary Shares (less Ordinary Shares issuable upon exercise, vesting, conversion
or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c)
exceed the number or dollar amount of Ordinary Shares permitted to be sold under Form F-3 (including General Instruction I.B.5 thereof,
if applicable) or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (defined
below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary
contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement
Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agents shall have no obligation
in connection with such compliance, provided the Agents follow the trading instructions provided by the Company pursuant to any Placement
Notice (defined below) in all material respects. The offer and sale of Placement Shares through the Agents will be effected pursuant
to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission
(the “Commission”) on May 5, 2022, although nothing in this Agreement shall be construed as requiring the Company
to use the Registration Statement to issue Placement Shares.



 




     


     


    


 


The Company has filed, in
accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules
and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement
on Form F-3 (File No. 333-264561), including a base prospectus, relating to certain securities, including the Placement Shares to be issued
from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance
with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations thereunder. The Company has prepared a prospectus supplement to the base prospectus included as part of such registration
statement, which prospectus supplement relates to the Placement Shares as may be issued from time to time by the Company in accordance
with the terms of this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agents, for
use by the Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement,
relating to the Placement Shares as may be issued from time to time by the Company in accordance with the terms of this Agreement. Except
where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed
as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently
filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration
statement pursuant to Rule 430B of the Securities Act Regulations, and any one or more additional effective registration statements on
Form F-3 from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall
be a Prospectus Supplement), with respect to the Placement Shares, is herein called the “Registration Statement.”
The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement,
as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus
Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations,
together with any then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.”


 


Any reference herein to the
Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and
include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including,
unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to
the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus
Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing (which, for the elimination
of doubt, shall not include any document or report that is deemed “furnished” and not “filed” for purposes of
the Exchange Act) of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or
the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein
by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement
thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and
Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).


 




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



 


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



 




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



 


		5.	Sale and Delivery to the Agents; Settlement.



 


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



 


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



 




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		(c)	Delivery of Placement Shares. On or before each Settlement
Date, subject to delivery of the related Net Proceeds, the Company will, or will cause its transfer agent to, electronically transfer
the Placement Shares being sold by crediting the Agents’ or its designee’s account (provided the Agents shall have given
the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through
its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto
which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the
Agents will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement
Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement
Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section
10(a) hereto, it will (i) hold the Agents harmless against any loss, claim, damage, or expense (including reasonable and documented
legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable)
and (ii) pay to the Agents any commission, discount, or other compensation to which it would otherwise have been entitled absent such
default.



 


		(d)	Denominations; Registration. Certificates for
the Placement Shares, if any, shall be in such denominations and registered in such names as the Agents may request in writing at least
one full Business Day (as defined below) before the applicable Settlement Date. The certificates for the Placement Shares, if any, will
be made available by the Company for examination and packaging by the Agents in The City of New York not later than noon (New York
time) on the Business Day prior to the applicable Settlement Date. The parties acknowledge that, unless requested by the Agents at the
time of receipt of a Placement Notice, all Placement Shares with respect to such Placement Notice shall be uncertificated.



 


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



 


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



 


(a) Subsidiaries.
All of the direct and indirect subsidiaries (individually, a “Subsidiary”) of the Company are set forth in the
most recent Annual Report on Form 20-F filed with the Commission. The Company owns, directly or indirectly, all of the capital stock or
other equity interests of each Subsidiary free and clear of any “Liens” (which for purposes of this Agreement shall
mean a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction), and all of the issued
and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive
and similar rights to subscribe for or purchase securities.


 




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(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing,
and, if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the jurisdiction of
its incorporation or organization (if the concept of good standing exists in such jurisdiction), with the requisite power and authority
to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is
in violation nor default of any of the provisions of its certificate or articles of association, bylaws or other organizational or charter
documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the
results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as
a whole, from that set forth in the Registration Statement, the Prospectus, any Prospectus Supplement or the Incorporated Documents, or
(iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under
this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no “Proceeding”
(which for purposes of this Agreement shall mean any action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced or, to the Company’s knowledge, threatened) has
been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification.


 


(c) Authorization
and Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and
the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Company’s board of directors or the Company’s shareholders in connection
herewith other than in connection with the Required Approvals. This Agreement has been duly executed and delivered by the Company and,
when delivered in accordance with the terms hereof, 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.


 




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(d) No Conflicts.
The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Placement Shares and the consummation
by the Company of the other transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s
or any Subsidiary’s certificate or articles of association, 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, local or other Governmental Authority or other “Person”
(defined as 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, including the Exchange) in
connection with the execution, delivery and performance by the Company of this Agreement, other than (i) the filings required by this
Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the filing of a Report on Form 6-K with respect to
this Agreement, (iv) application(s) to the Exchange for the listing of the Placement Shares to be offered and sold hereunder for trading
thereon in the time and manner required thereby, (v) such filings as are required to be made with the Tel Aviv Stock Exchange, (vi) approval
of the transactions contemplated by the Agreement by the Israel Innovation Authority, and (vii) such filings as are required to be made
under applicable state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
or the laws of the State of Israel (collectively, the “Required Approvals”).


 


(f) Issuance
of Shares. The Placement Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly
and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital
stock the maximum number of Ordinary Shares issuable pursuant to this Agreement. The Placement Shares are being offered and sold pursuant
to the Registration Statement, and the issuance of the Placement Shares has been registered by the Company under the Securities Act. The
“Plan of Distribution” section within the Registration Statement permits the issuance and sale of the Placement Shares
as contemplated by this Agreement. Upon receipt of the Placement Shares, the purchasers of such Placement Shares will have good and marketable
title to such Placement Shares and such Placement Shares will be freely tradeable on the Exchange.


 




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(g) Capitalization.
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any share capital since its most recently
filed Report on Form 6-K under the Exchange Act, other than pursuant to the exercise of employee or director equity options and vesting
of restricted stock units under the Company’s equity plans, the issuance of Ordinary Shares to employees pursuant to the Company’s
employee share purchase plans and pursuant to the conversion and/or exercise of securities exercisable, exchangeable or convertible into
Ordinary Shares (“Ordinary Share Equivalents”). No person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions contemplated by this Agreement. Except as set forth in
the Registration Statement, the Prospectus and the Prospectus Supplement, there are no outstanding options, restricted stock units, 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 or any Subsidiary is or may become bound to issue additional Ordinary
Shares or Ordinary Share Equivalents or share stock of any Subsidiary. The issuance and sale of the Placement Shares pursuant to this
Agreement will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person. There are no outstanding
securities or instruments of the Company or any Subsidiary 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 or any Subsidiary other than as a result
of any share split, share dividend, recapitalization, exchange, or similar event. There are no outstanding securities or instruments of
the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary.
The Company does not have any stock appreciation rights or “phantom share” plans or agreements or any similar plan or agreement.
All of the outstanding Ordinary Shares are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding Ordinary Shares was issued in violation of any preemptive rights
or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Company’s
board of directors or others is required for the issuance and sale of the Placement Shares pursuant to this Agreement. There are no shareholders
agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is
a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.


 


(h) Registration
Statement. The Company meets the requirements for use of Form F-3 under the Securities Act, including but not limited to either I.B.1
or I.B.5 of Form F-3, and has prepared and filed with the Commission the Registration Statement, including a related Prospectus, for registration
under the Securities Act of the offering and sale of the Placement Shares. Such Registration Statement is effective and available for
the offer and sale of the Placement Shares as of the date hereof. As filed, the Prospectus contains, in all material respects, all information
required by the Securities Act and the rules thereunder, and, except to the extent the Agents shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to the Agents prior to the Execution Time or prior to any such time this representation
is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or
deemed to be made, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or
through compliance with Rule 172, 173 or any similar rule) in connection with any offer or sale of the Placement Shares, meets the requirements
set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three (3) years
before the Execution Time. The Company meets the requirements for use of Form F-3 under the Securities Act specified in Financial Industry
Regulatory Authority Rule 5110(h)(1)(C) and is an “experienced issuer” as such term is defined in FINRA Rule 5110(j)(6). “Execution
Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.


 






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(i) Accuracy
of Incorporated Documents. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects
to the requirements of the Exchange Act and the rules thereunder, and none of the Incorporated Documents, when they were filed with the
Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference
in the Registration Statement, the Prospectus or the Prospectus Supplement, when such documents are filed with the Commission, will conform
in all material respects to the requirements of the Exchange Act and the rules thereunder, as applicable, and will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


(j) Ineligible
Issuer. (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Placement Shares and (ii) as of the Execution Time and
on each such time this representation is repeated or deemed to be made (with such date being used as the determination date for purposes
of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of
any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.


 


(k) Free
Writing Prospectus. The Company is eligible to use Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus does not
include any information the substance of which conflicts with the information contained in the Registration Statement, including any Incorporated
Documents and any prospectus supplement deemed to be a part thereof that has not been superseded or modified; and each Issuer Free Writing
Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply
to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished
to the Company by the Agents specifically for use therein. Any Issuer Free Writing Prospectus that the Company is required to file pursuant
to Rule 433(d) has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the rules
thereunder. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) or that was
prepared by or behalf of or used by the Company complies or will comply in all material respects with the Securities Act Regulations.
The Company will not, without the prior consent of the Agents, prepare, use or refer to, any Issuer Free Writing Prospectuses.


 




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(l) Proceedings
Related to Registration Statement. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d)
or 8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act
in connection with the offering of the Placement Shares. The Company has not received any notice that the Commission has issued or intends
to issue a stop-order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness
of the Registration Statement, either temporarily or permanently, or, to the knowledge of the Company, intends or has threatened in writing
to do so.


 


(m) SEC
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 the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date
hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being
collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the
SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none
of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Reports 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 United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), 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.


 


(n) Accountants.
The Company’s accountants are Yarel + Partners. To the knowledge of the Company, such accountants, which the Company expects will
express their opinion with respect to the financial statements to be included in the Company’s next Annual Report on Form 20-F,
are a registered public accounting firm as required by the Securities Act.


 




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(o) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event,
occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has
not 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 the SEC Reports, (iii) the Company has not altered its method of accounting, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director
or “Affiliate” (defined as 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 144 under the Securities
Act), except pursuant to existing Company equity plans. The Company does not have pending before the Commission any request for confidential
treatment of information. Except for the issuance of the Placement Shares contemplated by this Agreement or as set forth in the SEC Reports,
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 one (1) Trading Day prior to the date that this representation is made.


 


(p) 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”). None of the Actions set forth in the SEC Reports, (i) adversely affects or challenges
the legality, validity or enforceability of this Agreement or the Placement Shares 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, to the knowledge of
the Company, any director or officer thereof (in his or her capacity as such), 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, if there were
an unfavorable decision, have or would be reasonably expected to result in a Material Adverse Effect. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former
director or officer of the Company (in his or her capacity as such). 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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(q) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships
with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected
to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement
or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued
employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any
of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable 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.


 


(r) 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
relating to the Company or any Subsidiary 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.


 


(s) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution
or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),
including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or
hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii)
have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each of clause
(i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect.


 




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(t) 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.


 


(u) Title
to Assets. The Company and the Subsidiaries have good and valid title in fee simple to or have valid and marketable rights to lease
or otherwise use all real property that is described in the SEC Reports and good and valid title in or have valid and marketable rights
to lease or otherwise use 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 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 except where
such failure to so comply could be reasonably expected to have a Material Adverse Effect.


 


(v) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses covering the product candidate and methods of use 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 patents 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 could not be reasonably expected to have a Material Adverse
Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within
the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe
upon the rights of any Person. To the knowledge of the Company, all such patents of the 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.


 




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(w) 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 for companies of similar size as the Company 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.


 


(x) Affiliate
Transactions. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the
knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company
or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing
of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, shareholders, 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 share
option agreements under any equity plan of the Company.


 


(y) Sarbanes
Oxley Compliance. The Company and the Subsidiaries are in compliance in all material respects with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof. 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 the end of the period covered by the most recently filed Form 20-F under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed Form 20-F under the Exchange Act the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since
the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange
Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the internal control
over financial reporting of the Company and its Subsidiaries.


 




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(z) Certain
Fees. Other than payments to be made to the Agents, no brokerage or finder’s fees or commissions are or will be payable by the
Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person
with respect to the transactions contemplated by this Agreement. The Agents 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 this Agreement.


 


(aa) No
Other Sales Agency Agreement. The Company has not entered into any other sales agency agreements or other similar arrangements, in
each case that are currently in effect, with any agent or any other representative in respect of at the market offerings of the Placement
Shares.


 


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


 


(cc) Listing
and Maintenance Requirements. The issuance and sale of the Placement Shares as contemplated in this Agreement does not contravene
the rules and regulations of the Exchange. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that
the Company is not in compliance with the Exchange’s listing or maintenance requirements. The Company is, and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Ordinary
Shares are currently eligible for electronic transfer through DTC or another established clearing corporation and the Company is current
in payment of the fees to DTC (or such other established clearing corporation) in connection with such electronic transfer.


 




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(dd) Application
of Takeover Protections. Except as set forth in the Israeli Companies Law, 1999 and regulations promulgated thereunder, with respect
to tender offers, the Company and the Company’s 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 association (or similar charter documents) or the laws of the State of Israel
that is or could become applicable to the purchasers of the Placement Shares in connection with the sales described herein.


 


(ee) Solvency.
Based on the consolidated financial condition of the Company as of the Effective Date, (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital
to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all
of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of
its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts
as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge
of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one (1) year from the date hereof. The SEC Reports sets forth as of the date hereof all outstanding secured
and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes
of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed by the Company or its
Subsidiaries in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties,
endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected
in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for
deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess
of $100,000 due under leases required to be capitalized in accordance with GAAP. Except for matters that would not, individually or in
the aggregate, have or would reasonably be expected to result in a Material Adverse Effect, neither the Company nor any Subsidiary is
in default with respect to any Indebtedness.


 


(ff) 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 income and franchise 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, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established
by the Company 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.


 




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


 


(hh) Accountants.
The Company’s independent registered public accounting firm is as set forth in the SEC Reports. To the knowledge of the Company,
such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with
respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2022.


 


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


 


(jj) FDA.
As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal
Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged,
labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure
to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened,
action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation)
against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter
or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration,
or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and
promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws
or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical
hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or
any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its
Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and
which, either individually or in the aggregate, would have a Material Adverse Effect. The properties, business and operations of the Company
have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA. 
The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any
product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing
for marketing any product being developed or proposed to be developed by the Company, which would have a Material Adverse Effect.


 






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(kk) Equity
Plans. Each share option granted by the Company under the Company’s equity plan was granted in accordance with the terms of
the Company’s equity plan. No share option granted under the Company’s equity 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, share options prior to, or otherwise
knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company
or its Subsidiaries or their financial results or prospects.


 


(ll) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”).


 


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


 


(nn) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five
percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.


 


(oo) 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 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.


 


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


 






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(qq) Cybersecurity.
The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform
in all material respects as required in connection with the operation of the business of the Company as currently conducted, free and
clear, to the Company’s knowledge, of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants.
The Company and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls,
policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation,
redundancy and security of all IT Systems and data, including all “Personal Data” (defined below) and all sensitive, confidential
or regulated data (“Confidential Data”) used in connection with their businesses. “Personal Data”
means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification
number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any
information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended;
(iii) “personal data” as defined by GDPR; (iv) any information which would qualify as “protected health information”
under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and
Clinical Health Act (collectively, “HIPAA”); (v) any “personal information” as defined by the California
Consumer Privacy Act (“CCPA”); and (vi) any other piece of information that allows the identification of such
natural person, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation.
There have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been
remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations
relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all
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, Confidential Data, and Personal Data and to the protection
of such IT Systems, Confidential Data, and Personal Data from unauthorized use, access, misappropriation or modification.


 


(rr) Compliance
with Data Privacy Laws. To the Company’s knowledge, the Company and its subsidiaries are, and, since March 26, 2019 have been,
in material compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation
HIPAA, CCPA, and the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively,
the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company has in place, complies with, and
takes appropriate steps to ensure compliance in all material respects with their policies and procedures relating to data privacy and
security and the collection, storage, use, processing, disclosure, handling, and analysis of Personal Data and Confidential Data (the
“Policies”). To the Company’s knowledge, the Company has since March 26, 2019 made all material disclosures
to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained
in any Policy have been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect.
The Company further represents that neither it nor any subsidiary: (i) has received written notice of any actual or potential liability
under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no actual knowledge of any event or condition
that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation,
remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes
any obligation or liability under any Privacy Law.


 


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


 


(tt) FINRA
Member Shareholders. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the
knowledge of the Company, any ten percent (10%) or greater shareholder of the Company, except as set forth in the Registration Statement,
the Prospectus or any Prospectus Supplement.


 


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


 




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



 


		(a)	Registration Statement Amendments. After the date of
this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Agents
under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities
Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration
Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission
and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any
amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information related
to the Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any
amendments or supplements to the Registration Statement or Prospectus that, upon the advice of the Company’s legal counsel, may
be necessary or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however,
that (A) the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect
the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no
obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if
the filing does not name the Agents or does not relate to the transactions contemplated by this Agreement; and provided, further,
that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this
Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration
Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has
been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto
within two Business Days of receiving such copy (provided, however, that the failure of the Agents to make such objection
shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations
and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have
with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company
will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference
into the Registration Statement or Prospectus, except for those documents available via EDGAR upon such filing; and (iv) the Company
will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph
of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission
as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement
with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be
made exclusively by the Company).



 




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



 


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



 


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



 


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



 




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



 


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



 


		(h)	Notice of Other Sales. Without the prior written consent
of the Agents (not to be unreasonably withheld, conditioned or delayed), the Company will not, directly or indirectly, offer to sell,
sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered
pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or
acquire, Ordinary Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which
any Placement Notice is delivered to the Agents hereunder and ending on the fifth (5th) Trading Day immediately following
the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been
terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination);
and will not directly or indirectly in any other “at the market”, equity line or similar financing transaction offer to sell,
sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Placement Shares offered
pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or
acquire, Ordinary Shares prior to the termination of this Agreement; provided, however, that such restrictions will not
apply in connection with the Company’s issuance or sale of (i) Ordinary Shares, options to purchase Ordinary Shares or Ordinary
Shares issuable upon the exercise of options, restricted stock units or Ordinary Shares issuable upon the vesting of restricted stock
units, issued to employees, directors, officers, consultants and advisors as compensation for employment or services in the ordinary
course of business pursuant to any employee or director option or benefits plan, stock ownership plan or dividend reinvestment plan of
the Company whether now in effect or hereafter implemented, (ii) Ordinary Shares issuable upon conversion of securities or the exercise
of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise
in writing to the Agents and (iii) Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares as consideration
for mergers, acquisitions, other business combinations or strategic alliances, and for collaboration, development, marketing or other
similar agreements or strategic partnerships occurring after the date of this Agreement which are not issued for capital raising purposes.



 


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



 


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



 




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		(k)	Required Filings Relating to Placement of Placement Shares.
The Company shall disclose, in its Annual Report on Form 20-F to be filed by the Company with the Commission from time to time, the number
of the Placement Shares sold through the Agents under this Agreement, and the net proceeds to the Company from the sale of the Placement
Shares pursuant to this Agreement during the fiscal year covered by such Annual Report. The Company agrees that on such dates as the
Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph
of Rule 424(b) under the Securities Act, which prospectus supplement will set forth, within the relevant period, the amount of Placement
Shares sold through the Agents, the Net Proceeds to the Company and the compensation payable by the Company to the Agents with respect
to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on
which such sales were effected as may be required by the rules or regulations of such exchange or market.



 


		(l)	Representation Dates; Certificate. (1) On or prior to
the date of the first Placement Notice and (2) subject to Section 4, each time the Company:



 


(i) amends the Registration
Statement or amends or supplements the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or
supplement (other than a supplement required by Section 7(k) of this Agreement), but not by means of incorporation of documents by reference
into the Registration Statement or the Prospectus relating to the Placement Shares;


 


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


 


(iii) furnishes its
unaudited interim financial statements and management’s discussion and analysis on Form 6-K under the Exchange Act (each date of
filing of one or more of the documents referred to in clauses (i) through (iii) shall be a “Representation Date”);


 


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


 




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		(m)	Legal Opinions. (1) On or prior to the date of the first
Placement Notice, the Company shall cause to be furnished to the Agents (i) a written opinion and negative assurance letter of Greenberg
Traurig, P.A. (“U.S. Company Counsel”), or other counsel reasonably satisfactory to the Agents, (ii) a written
opinion of FISCHER (FBC & Co.) (“Israeli Company Counsel”), or other counsel reasonably satisfactory to
the Agents, in each case in form and substance reasonably satisfactory to the Agents and their counsel, substantially similar to the
form previously provided to the Agents and their counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus
as then amended or supplemented, and (iii) a written opinion of Pearl Cohen Zedek Latzer Baratz, LLP(“Intellectual Property
Counsel”), or other counsel reasonably satisfactory to the Agents, in each case in form and substance reasonably satisfactory
to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as
necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and (2) subject to Section 4,
within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant
to Section 7(l) for which no Suspension or waiver is applicable and excluding the date of this Agreement, the Company shall cause
to be furnished to the Agents (i) a written opinion and negative assurance letter of U.S. Company Counsel, or other counsel satisfactory
to the Agents, (ii) a written opinion of Israeli Company Counsel, or other counsel reasonably satisfactory to the Agents, and (iii) a
written opinion of Intellectual Property Counsel, or other counsel reasonably satisfactory to the Agents, in each case in form and substance
satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel,
modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided,
that in lieu of such opinions for subsequent filings under the Exchange Act, each counsel may furnish the Agent with a letter (a “Reliance
Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(m) to the same
extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration
Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).



 


		(n)	Comfort Letter. (1) On or prior to the date of the first
Placement Notice and (2) subject to Section 4, within five (5) Trading Days of each Representation Date with respect to which the Company
is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver or Suspension is applicable and excluding the
date of this Agreement, the Company shall cause its independent registered public accounting firm to furnish the Agents letters (the
“Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth
in this Section 7(n); provided, that if requested by the Agents, the Company shall cause a Comfort Letter to be furnished
to the Agents within ten (10) Trading Days of the date of occurrence of any material transaction or event requiring the filing of a Current
Report on Form 6-K containing financial information (including the restatement of the Company’s financial statements) that is required
by the Securities Act Regulations to be included or incorporated by reference in the Registration Statement. The Comfort Letter from
the Company’s independent registered public accounting firm shall be in a form and substance satisfactory to the Agents, (i) confirming
that they are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting
Oversight Board (“PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect
to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters
in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii)
updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given
on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the
date of such letter.



 




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



 


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



 


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



 


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



 




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



 


		(t)	Secretary’s Certificate; Further Documentation.
Prior to the date of the first Placement Notice, the Company shall deliver to the Agents a certificate of the Secretary or Chief Executive
Officer of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the amended
and restated Articles of Association of the Company, (ii) the resolutions of the board of directors of the Company authorizing the execution,
delivery and performance of this Agreement and the issuance of the Placement Shares and (iii) the incumbency of the officers duly authorized
to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation
Date, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably
request.



 


		8.	Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including (i) the preparation and filing of the Registration
Statement, including any fees required by the Commission, and the printing or electronic delivery of the Prospectus as originally filed
and of each amendment and supplement thereto, in such number as the Agents shall deem reasonably necessary, (ii) the printing and delivery
to the Agents of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance
or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement
Shares to the Agents, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable
upon the sale, issuance or delivery of the Placement Shares to the Agents, (iv) the fees and disbursements of the counsel, accountants
and other advisors to the Company, (v) the reasonable fees and expenses of Agents including but not limited to the reasonable fees
and expenses of the counsel to the Agents, payable upon the execution of this Agreement, (a) in an amount not to exceed $50,000 in connection
with the execution of this Agreement, (b) in an amount not to exceed $5,000 in connection with each Representation Date with respect
to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable and excluding
the date of this Agreement, and (c) in an amount not to exceed $5,000 for each program “refresh” (filing of a new registration
statement, prospectus or prospectus supplement relating to the Placement Shares and/or an amendment of this Agreement) executed pursuant
to this Agreement, (vi) the qualification or exemption of the Placement Shares under state securities laws in accordance with the
provisions of Section 7(r) hereof, including filing fees, but excluding fees of the Agents’ counsel, (vii) the
printing and delivery to the Agents of copies of any Permitted Free Writing Prospectus (as defined below) and the Prospectus and any
amendments or supplements thereto in such number as the Agents shall deem reasonably necessary, (viii) the preparation, printing
and delivery to the Agents of copies of the blue sky survey, (ix) the fees and expenses of the transfer agent and registrar for
the Ordinary Shares, (x) the filing and other fees incident to any review by FINRA of the terms of the sale of the Placement Shares
including the fees of the Agents’ counsel (subject to the cap, set forth in clause (v) above), and (xi) the fees and expenses
incurred in connection with the listing of the Placement Shares on the Exchange.



 




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		9.	Conditions to Agents’ Obligations. The obligations
of the Agents hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations
and warranties made by the Company herein (other than those representations and warranties made as of a specified date or time), to the
due performance in all material respects by the Company of its obligations hereunder, to the completion by the Agents of a due diligence
review satisfactory to their in their reasonable judgment, and to the continuing reasonable satisfaction (or waiver by the Agents in
their sole discretion) of the following additional conditions:



 


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



 


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



 


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



 




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



 


		(e)	Legal Opinions. The Agents shall have received the opinions
and negative assurance letter required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of
such opinions is required pursuant to Section 7(m).



 


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



 


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



 


		(h)	Secretary’s Certificate. The Agents shall have
received the certificate required to be delivered pursuant to Section 7(t) on or before the date on which delivery of such certificate
is required pursuant to Section 7(t).



 


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



 


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



 


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



 


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



 


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



 




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



 


		10.	Indemnification and Contribution.



 


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


 


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


 


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


 


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


 


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


 


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


 




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


 




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


 


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


 


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



 






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		12.	Termination.



 


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



 


		(b)	The Company shall have the right, by giving five (5) days’
notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any
such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section
10, Section 11, Section 12, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding
such termination.



 


		(c)	Each Agent shall have the right, by giving five (5) days’
notice as hereinafter specified to terminate this Agreement with respect to itself in its sole discretion at any time after the date
of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section
8, Section 10, Section 11, Section 12 Section 17 and Section 18 hereof shall remain in full force and
effect notwithstanding such termination.



 


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



 


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



 






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



 


Cantor Fitzgerald &
Co.


499 Park Avenue


New York, NY 10022


Attention: Capital
Markets


Facsimile:  (212)
307-3730


 


and:


 


Cantor Fitzgerald &
Co.


499 Park Avenue


New York, NY 10022


Attention: General
Counsel


Facsimile: (212)
829-4708


 


and:


 


JMP Securities LLC


600 Montgomery, 11th
Floor


San Francisco, CA 94111


Attention: Equity
Securities


Facsimile: (415)
835-8920


 


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


 


Ellenoff Grossman
& Schole LLP


1345 Avenue of the
Americas, 11th Floor


New York, NY 10105


 Attention: Matthew
Bernstein, Esq.


 Email:        mbernstein@egsllp.com


 


and if to the Company,
shall be delivered to:


 


Enlivex Therapeutics
Ltd.


14 Einstein
Street,


Nes Ziona,


Israel 7403618


Attention: Shachar
Shlosberger, Chief Financial Officer


Email:        Shachar@enlivexpharm.com


 


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


 


Greenberg Traurig, P.A.


333 S.E. 2nd Avenue


Miami, FL 33131


Attention: Drew M.
Altman, Esq.


Email:         AltmanD@gtlaw.com


 


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


 




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


 


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



 


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



 


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



 




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



 


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



 


		19.	Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Delivery of an executed Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes.



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 




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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 




    37


     


    


 


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


 


	 	Very truly yours,
	 	 
	 	ENLIVEX THERAPEUTICS LTD.
	 	 
	 	By:	/s/ Oren Hershkovitz
	 	 	Name: Oren Hershkovitz
	 	 	Title: CEO



 


	 	ACCEPTED as of the date first-above written:
	 	 
	 	CANTOR FITZGERALD & CO.
	 	 
	 	By:	/s/ Sage Kelly
	 	 	Name: Sage Kelly
	 	 	Title:



 


	 	JMP SECURITIES LLC
	 	 
	 	By:	/s/ James Alfaro
	 	 	Name: James Alfaro
	 	 	Title: Managing Director