Exhibit 1.1
ENZYMOTEC LTD.
(A company organized under the laws of the
State of Israel)
[●] Ordinary Shares
UNDERWRITING AGREEMENT
Dated: [l], 2013
ENZYMOTEC LTD.
(A company organized under the laws of the
State of Israel)
[●] Ordinary Shares
UNDERWRITING AGREEMENT
[●], 2013
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx
Incorporated
Xxxxxxxxx LLC
as Representatives of the several
Underwriters
| c/o | Merrill Lynch, Pierce, Xxxxxx & Xxxxx |
Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Enzymotec Ltd., a company
organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”)
with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), Xxxxxxxxx LLC (“Jefferies”)
and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also
include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Xxxxxxx Xxxxx and Jefferies are
acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and
the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of ordinary shares, par value NIS
0.01 per share, of the Company (“Ordinary Shares”) set forth in Schedule A hereto and (ii) the grant by the Company
to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any
part of [●] additional Ordinary Shares. The aforesaid [●] Ordinary Shares (the “Initial Securities”) to
be purchased by the Underwriters and all or any part of the [●] Ordinary Shares subject to the option described in Section
2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”
The Company understands
that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this
Agreement has been executed and delivered.
The Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 (No. 333-190781),
including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Securities under the
Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company
will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations
of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”) of the
1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time
it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule
430A(b) is herein called the “Rule 430A Information.” Such registration statement, including the amendments thereto,
the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein
called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement”
shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement,
and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and
delivery of this Agreement, is herein called a “preliminary prospectus.” The final prospectus, in the form first furnished
to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” For
purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, 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 its Electronic
Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”).
As used in this Agreement:
“Applicable
Time” means [__:00 P.M./A.M.], New York City time, on [INSERT DATE] or such other time as agreed by the Company and the Representatives.
“General
Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the
most recent preliminary prospectus that is distributed to investors prior to the Applicable Time and the information included on
Schedule B-1 hereto, all considered together.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the
1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission
by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether
or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i)
because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the
form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g).
“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to
prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona
Fide Electronic Road Show”)), as evidenced by its being specified in Schedule B-2 hereto.
“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.
“Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of
the 1933 Act.
SECTION 1. Representations
and Warranties.
(a) Representations
and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, the Applicable
Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:
(i) Registration
Statement and Prospectuses. Each of the Registration Statement and any post-effective amendment thereto has become effective
under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto
has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has
been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge,
threatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information.
Each of the
Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the 1933 Act and the 1933 Act Regulations. The preliminary prospectus included in the General Disclosure
Package, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all
material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to
the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted
copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(ii) Accurate
Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, at the Closing Time or at
any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable
Time, none of (A) the General Disclosure Package or (B) any individual Issuer Limited Use Free Writing Prospectus, when considered
together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted,
omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus
wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at
any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading.
The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment
thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in
conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.
For purposes of this Agreement, the only information so furnished shall be the statements regarding delivery of the shares by the
Underwriters set forth on the cover page and the information in the first paragraph under the heading “Underwriting–Commissions
and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price
Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic
Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).
(iii) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the
Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been
superseded or modified. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) such
that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities.
(iv) Testing-the-Waters
Materials. The Company (A) has not engaged in any Testing-the-Waters Communication and (B) has not authorized anyone other
than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been
authorized to act on its behalf in undertaking Testing-the-Waters Communications.
(v) Company
Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)
of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,”
as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary
that the Company be considered an ineligible issuer.
(vi) Emerging
Growth Company Status. From the time of the initial confidential submission of the Registration Statement to the Commission
(or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in
any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the 1933 Act (an “Emerging Growth Company”).
(vii) Independent
Accountants. The accountants who certified the financial statements and supporting schedules, if any, included in the Registration
Statement, the General Disclosure Package and the Prospectus are independent public accountants as required by the 1933 Act, the
1933 Act Regulations and the Public Company Accounting Oversight Board.
(viii) Financial
Statements; Non-GAAP Financial Measures. The financial statements included in the Registration Statement, the General Disclosure
Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the
financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, shareholders’
equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have
been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis
throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required
to be stated therein. The selected financial data and the summary financial information included in the Registration Statement,
the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have
been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein,
no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference
in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations.
All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects
with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and Item 10 of Regulation S-K
of the 1933 Act, to the extent applicable.
(ix) No
Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information
is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse
change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse
Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those
in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise,
and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital
stock.
(x) Due
Organization of the Company. The Company has been duly organized and is validly existing as a company under the laws of the
State of Israel and has corporate power and authority to own, lease and operate its properties and to conduct its business as described
in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations
under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in
each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result
in a Material Adverse Effect. The Company has not been designated as a “breaching company” (within the meaning of the
Israeli Companies Law 5759-1999) by the Registrar of Companies of the State of Israel.
(xi) Good
Standing of Subsidiaries. None of the subsidiaries of the Company (other than Enzymotec USA, Inc. (the “Subsidiary”))
is a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X). The Subsidiary has been duly organized and
is validly existing in good standing (where such concept is applicable) under the laws of the jurisdiction of its incorporation
or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business
as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership
or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably
be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure
Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly
issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary
were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of
the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement.
(xii) Capitalization.
The authorized share capital and the issued and outstanding ordinary shares of the Company are as set forth in the Registration
Statement, the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization”
(except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit
plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise
of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus).
The issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid
and non-assessable. None of the issued and outstanding shares of capital stock of the Company were issued in violation of the preemptive
or other similar rights of any securityholder of the Company or any other person.
(xiii) Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(xiv) Authorization
and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized
for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to
this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable;
and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company
or any other person. The Ordinary Shares conform in all material respects to all statements relating thereto contained in the Registration
Statement, the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights
set forth in the instruments defining the same. No holder of Securities will be subject to personal liability by reason of being
such a holder.
(xv) Registration
Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant
to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement,
other than those rights that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus
and have been satisfied or waived.
(xvi) Absence
of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its articles
of association, charter, by-laws or similar organizational document, (B) in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note,
lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them
may be bound or to which any of the properties or assets of the Company or any subsidiary is subject, including (x) any instrument
of approval granted to it by the Office of the Chief Scientist of the Israeli Ministry of Economy (the “Chief Scientist”)
or (y) any instrument of approval granted to it by the Investment Center of the Israeli Ministry of Economy (the “Investment
Center”) (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in
the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation,
judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority,
body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or
operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the
Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described
therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been
duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage
of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in
the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any subsidiary pursuant
to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances
that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action
result in any violation of (i) the provisions of the articles of association, charter, by-laws or similar organizational document
of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree
of any Governmental Entity, except, with respect to clause (ii), for such violations as would not, singly or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event
or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s
behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or
any of its subsidiaries.
(xvii) Absence
of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any
of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would reasonably
be expected to result in a Material Adverse Effect.
(xviii) Absence
of Proceedings. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there
is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge
of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could reasonably be expected to
result in a Material Adverse Effect, or which could reasonably be expected to materially and adversely affect their respective
properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of
its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any such
subsidiary is a party or of which any of their respective properties or assets is the subject which are not described in the Registration
Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business,
could not reasonably be expected to result in a Material Adverse Effect.
(xix) Accuracy
of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the General
Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described
or filed as required.
(xx) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or
decree of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in
connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated
by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations,
the rules of the NASDAQ Stock Market LLC, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc.
(“FINRA”) or the filing of certain notices with the Registrar of Companies of the State of Israel regarding the issuance
of the Securities and the Company becoming a “public company” (within the meaning of the Israeli Companies Law 5759-1999)
or the filing of certain information following the Closing Date with the Investment Center of the Israeli Ministry of Economy,
the Office of the Chief Scientist of the Israeli Ministry of Economy and the Israel Land Authority. The Company is not required
to publish a prospectus in the State of Israel under the laws of the State of Israel with respect to the offer or sale of the Securities.
(xxi) Possession
of Licenses and Permits. The Company and its wholly-owned subsidiaries, and to the Company’s knowledge, Advanced Lipids
AB (“AL”), possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental
Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except
where the failure so to possess would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
The Company and its wholly-owned subsidiaries, and to the Company’s knowledge, AL, are in compliance with the terms and conditions
of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected
to result in a Material Adverse Effect. All of the Governmental Licenses of the Company and its wholly-owned subsidiaries, and
to the Company's knowledge, of AL, are valid and in full force and effect, except when the invalidity of such Governmental Licenses
or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be
expected to result in a Material Adverse Effect. Neither the Company nor any of its wholly-owned subsidiaries, nor to the Company’s
knowledge, AL, has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result
in a Material Adverse Effect. The Company has not received any notice denying, revoking or modifying any “approved enterprise”
or “benefited enterprise” or “preferred enterprise” status with respect to any of the Company’s facilities
or operations or with respect to any grants or benefits from the Chief Scientist or the Investment Center (including, in all such
cases, notice of proceedings or investigations related thereto). All information supplied by the Company with respect to the applications
or notifications relating to such “approved enterprise”, “privileged enterprise” and “preferred enterprise”
status and to grants and benefits from the Chief Scientist and/or the Investment Center was true, correct and complete in all material
respects when supplied to the appropriate authorities.
(xxii) Title
to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title
to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims,
restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure
Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and
subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company
or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus,
are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort
that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned
above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased
premises under any such lease or sublease.
(xxiii) Possession
of Intellectual Property. To the Company’s knowledge, the Company and its subsidiaries own or possess, or can acquire
on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade
names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now
operated by them, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would
not reasonably be expected to result in a Material Adverse Effect. Other than as disclosed in the Registration Statement, the General
Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received any notice or is otherwise
aware of any infringement of or conflict with asserted Intellectual Property rights of others or of any facts or circumstances
which would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interest of the Company
or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding)
or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
(xxiv) Environmental
Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly
or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries
is in violation of any applicable federal, state, local or foreign, including Israeli, statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”)
or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials
(collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals
required for their respective operations under any applicable Environmental Laws and are each in compliance with their requirements,
(C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental
Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances
that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by
any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials
or any Environmental Laws.
(xxv) Accounting
Controls. The Company and its subsidiaries (i) have taken or intend to take all necessary actions to ensure that,
within the time period required, the Company and its subsidiaries will maintain effective internal control over financial reporting
(as defined under Rules 13a-15 and 15d-15 of the rules and regulations of the Commission under the 1934 Act (the “1934 Act
Regulations”)) and (ii) currently maintain a system of internal accounting controls sufficient to provide reasonable assurances
that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are
recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for
assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D)
the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus,
since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s
internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control
over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s
internal control over financial reporting.
(xxvi) Compliance
with the Xxxxxxxx-Xxxxx Act. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration
Statement, it will be in compliance in all material respects with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and all rules
and regulations promulgated thereunder or implementing the provisions thereof (collectively, the “Xxxxxxxx-Xxxxx Act”)
that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement,
and is or will be taking steps to ensure that it will be in compliance in all material respects with other provisions of the Xxxxxxxx-Xxxxx
Act not currently in effect, upon the effectiveness of such provisions, or which will become applicable to the Company at all times
after the effectiveness of the Registration Statement.
(xxvii) Payment of Taxes. The Company and each of its subsidiaries have filed all tax returns that are required to have been filed
by them through the date hereof or have timely requested extensions thereof, pursuant to applicable U.S. (federal, state and local),
Israeli, foreign, state, local or other law except insofar as the failure to file such returns would not reasonably be expected
to result in a Material Adverse Effect, and have fully and timely (within any applicable extension periods) paid or caused to be
paid all taxes due and payable, except for such taxes, if any, as are being contested in good faith by the Company or its subsidiaries
or except where the failure to pay such taxes would not reasonably be expected to result in a Material Adverse Effect.
(xxviii) Insurance.
The Company and its subsidiaries carry or are entitled to the benefits of insurance, with reputable insurers, in such amounts and
covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and
all such insurance is in full force and effect. The Company has no reason to believe that it or any of its subsidiaries will not
be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage
from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would
not reasonably be expected to result in a Material Adverse Effect. Neither of the Company nor any of its subsidiaries has been
denied any insurance coverage which it has sought or for which it has applied.
(xxix) Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will
not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940
Act”).
(xxx) Absence
of Manipulation. None of the Company, any controlled affiliate of the Company or, to the Company’s knowledge, any non-controlled
affiliate of the Company has taken, nor will the Company or any controlled affiliate take, directly or indirectly, any action which
is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the Securities or to result in a violation of Regulation M under
the 1934 Act. In addition, the Company has not engaged in any form of solicitation, advertising or other action constituting an
offer or a sale under the Israeli Securities Law 5728-1968, as amended (the “Israeli Securities Law”) and the regulations
promulgated thereunder in connection with the transactions contemplated hereby which would require the Company to publish a prospectus
in the State of Israel under the laws of the State of Israel.
(xxxi) Foreign
Corrupt Practices Act. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer,
agent, employee, affiliate or other person, in each case, acting on behalf of the Company or any of its subsidiaries is aware of
or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making
use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of
anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge
of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies
and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. The
foregoing representation and warranty shall also be deemed given to laws of non-U.S. jurisdictions similar to the FCPA, including,
without limitation, Section 291A of the Israel Penal Law 5737-1977 and the rules and regulations thereunder.
(xxxii) Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the applicable money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related
or similar applicable rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively,
the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the
Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(xxxiii) OFAC.
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate
of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of
any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the
Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”),
the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”),
nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will
not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such
proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or
in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result
in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor
or otherwise) of Sanctions.
(xxxiv) Lending
Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,
the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter
and (ii) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to
any affiliate of any Underwriter.
(xxxv) Statistical
and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure
Package or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable
and accurate and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.
(xxxvi) Passive
Foreign Investment Company Status. Subject to the qualifications and assumptions set forth in the Registration Statement, the
Company was not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the United
States Internal Revenue Code of 1986, as amended, for its most recently completed taxable year and, based on the Company’s
current projected income, assets and activities, the Company does not expect to be classified as a PFIC for any foreseeable subsequent
taxable year.
(xxxvii) Rated Securities. The Company has no debt securities or preferred stock that is rated by any “nationally recognized
statistical rating agency” (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act).
(xxxviii) Agent
for Service of Process. The Company has validly and irrevocably appointed Enzymotec USA, Inc. as its authorized agent for
service of process pursuant to this Agreement and in connection with the Registration Statement.
(xxxix) Foreign
Private Issuer. The Company qualifies as a “foreign private issuer” within the meaning of Rule 405 under the 1933
Act.
(xl) No
Immunity. Neither the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from
any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise)
under the laws of the State of Israel.
(xli) No
Restrictions on Subsidiaries. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus,
no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which
it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s
capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any
of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.
(b) Officer’s
Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives
or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters
covered thereby.
SECTION 2. Sale
and Delivery to Underwriters; Closing.
(a) Initial
Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein
set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly,
agrees to purchase from the Company, at the price per ordinary share set forth in Schedule A, that number of Initial Securities
set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter
may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, to such adjustments among
the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.
(b) Option
Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional
[●] Ordinary Shares, at the price per ordinary share set forth in Schedule A, less an amount per ordinary share equal to
any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities.
The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any
time from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which
the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities.
Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not
be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option
is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will
purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set
forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case,
to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional
shares.
(c) Payment.
Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Skadden,
Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon
by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after
4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions
of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives
and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial
Securities at the Closing Time shall be made through the facilities of The Depository Trust Company (“DTC”) unless
the Representatives shall otherwise instruct.
In addition, in the
event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed
upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the
Company. Delivery of the Option Securities on each Date of Delivery shall be made through the facilities of DTC unless the Representatives
shall otherwise instruct.
Payment shall be made
to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to
the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them.
It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for,
and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase.
The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment
of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds
have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve
such Underwriter from its obligations hereunder.
SECTION 3. Covenants
of the Company. The Company covenants with each Underwriter as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements
of Rule 430A, and will notify the Representatives as soon as practicable, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been
filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the qualification
of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such
purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if
the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.
The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b)
(without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of
prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not,
it will promptly file such prospectus. The Company will make reasonable efforts to prevent the issuance of any stop order, prevention
or suspension and, if any such order is issued, to obtain the lifting thereof as soon as practicable.
(b) Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the
completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General
Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but for the exception
afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered in
connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in
the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration
Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus
in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement
the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act
or the 1933 Act Regulations, the Company will promptly (A) give the Representatives notice of such event, (B) prepare any amendment
or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure
Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish
the Representatives with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement;
provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the
Underwriters shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement
as the Underwriters may reasonably request. The Company has given the Representatives notice of any filings made pursuant to the
1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice
of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with
copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or
use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.
(c) Delivery
of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters,
without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits
filed therewith) and, if requested, signed copies of all consents and certificates of experts, and will also deliver to the Representatives,
without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits)
for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent
permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus
as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the
1933 Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities
is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies
of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with
the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(e) Blue
Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the
Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign)
as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution
of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process
or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
(f) Rule
158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the
benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.
(g) Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in
the Registration Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”
(h) Listing.
The Company will use its reasonable best efforts to effect and maintain the listing of the Ordinary Shares (including the Securities)
on the Nasdaq Global Select Market.
(i) Restriction
on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the
prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for
Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into
any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to
be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not
apply to (A) the Securities to be sold hereunder, (B) any Ordinary Shares issued by the Company upon the exercise of an
option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration
Statement, the General Disclosure Package and the Prospectus, (C) any Ordinary Shares issued or options to purchase Ordinary
Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the
General Disclosure Package and the Prospectus, (D) the filing by the Company of a registration statement with the Commission
on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan of the
Company referred to in the General Disclosure Package and the Prospectus, (E) the sale or issuance of or entry into an
agreement to sell or issue Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary
Shares in connection with any (i) mergers, (ii) acquisition of securities, businesses, property or other assets or (iii)
pursuant to an employee benefit plan assumed by the Company in connection with a merger or acquisition; provided, that the
aggregate number of Ordinary Shares or securities convertible into or exercisable for Ordinary Shares (on an as-converted or
as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause
(E) shall not exceed 5% of the total number of the Company’s Ordinary Shares issued and outstanding immediately
following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of
Ordinary Shares or securities convertible into or exercisable for Ordinary Shares pursuant to this clause (E) shall execute a
lock-up agreement substantially in the form of Exhibit D hereto or (F) with respect to clause (E), the filing of a
registration statement with the Commission on Form S-4.
(j) If
the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement
described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the
impending release or waiver at least three business days before the effective date of the release or waiver, the Company
agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit E hereto through
a major news service at least two business days before the effective date of the release or waiver.
(k) Reporting
Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall
report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the 1933 Act.
(l) Issuer
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, which
shall not be unreasonably withheld or delayed, it will not make any offer relating to the Securities that would constitute an Issuer
Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required
to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will
be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule B-2 hereto and any “road show that
is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. The Company
represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented
to, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied
and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission
where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred
or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the
information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the
Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or
correct such conflict, untrue statement or omission.
(m) [Reserved]
(n) Emerging
Growth Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth
Company at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the 1933 Act
and (ii) completion of the 180-day restricted period referred to in Section 3(i).
(o) Compliance
with Israeli Securities Laws. The Company acknowledges, understands and agrees that the Securities may be sold in Israel only
by the Underwriters and only to such Israeli investors listed in the First Addendum to the Israeli Securities Law (the “Addendum”)
and who submit written confirmation to the Underwriters and the Company that such investor (A) falls within the scope of the Addendum
and (B) is acquiring the Securities for investment for its own account or, if applicable, for investment for clients who are investors
listed in the Addendum and in any event not as a nominee, market maker or agent and not with a view to, or for the resale in connection
with, any distribution thereof.
SECTION 4. Covenants
of the Underwriters.
(a) Compliance
with Israeli Securities Laws. The Underwriters acknowledge, understand and agree that the Securities may be sold in Israel
by the Underwriters only to such Israeli investors listed in the Addendum and who submit written confirmation to the Underwriters
and the Company that such investor (A) falls within the scope of the Addendum and (B) is acquiring the Securities for investment
for its own account or, if applicable, for investment for clients who are investors listed in the Addendum and in any event not
as a nominee, market maker or agent and not with a view to, or for the resale in connection with, any distribution thereof.
SECTION 5. Payment
of Expenses.
(a) Expenses.
The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally
filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary
prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated
with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery
of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements
of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws
in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements
of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the costs and expenses of the
Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities,
including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any
consultants engaged by the Company in connection with the road show presentations, travel and lodging expenses of the representatives
and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection
with the road show, provided, however, that the Underwriters and the Company agree that the Underwriters shall pay or cause to
be paid fifty percent (50%) of the cost of aircraft chartered in connection with the road show, (viii) the filing fees incident
to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms
of the sale of the Securities and (ix) the fees and expenses incurred in connection with the listing of the Securities on the Nasdaq
Global Select Market and the registration of the Ordinary Shares (including the Securities) under the 1934 Act; provided that the fees
and disbursements of counsel to the Underwriters pursuant to clauses (v) and (viii) of this Section 5(a), in the aggregate, shall
not exceed $30,000.
(b) Termination
of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 6, Section 10(a)(i)
or (iii) or Section 11 hereof, the Company shall reimburse the Underwriters for all of their reasonable and documented out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the Underwriters; provided, however, that in the case
of termination by the Representatives in accordance with the provisions of Section 11, the Company shall have no obligation to
reimburse any defaulting Underwriter pursuant to this Section 5(b).
SECTION 6. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries
delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder,
and to the following further conditions:
(a) Effectiveness
of Registration Statement; Rule 430A Information. The Registration Statement, including any Rule 462(b) Registration Statement,
has become effective and, at the Closing Time, no stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary
prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or,
to the Company’s knowledge, threatened by the Commission; and the Company has complied with each request (if any) from the
Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission
in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment
providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements
of Rule 430A.
(b) Opinion
of U.S. Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated
the Closing Time, of White & Case LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for
the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect
set forth in Exhibit A hereto.
(c) Opinion
of Israeli Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated
the Closing Time, of Meitar Liquornik Xxxx Xxxxxx Tal, Israeli counsel for the Company, in form and substance satisfactory to
counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to
the effect set forth in Exhibit B hereto.
(d) Opinion
of U.S. Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated
the Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters with respect to such matters as the Representatives may reasonably request.
In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the
State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon
the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the
Company and its subsidiaries and certificates of public officials. With respect to Sections 6(d) and 6(e), and if applicable, Section
6(m)(iv), the Company shall have furnished to such counsels such documents as they reasonably request for the purpose of enabling
them to opine upon such matters.
(e) Opinion
of Israeli Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated
the Closing Time, of Gornitzky & Co., Israeli counsel for the Underwriters, together with signed or reproduced copies of such
letter for each of the other Underwriters with respect to such matters as the Representatives may reasonably request. In giving
such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of
Israel, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives
of the Company and its subsidiaries and certificates of public officials.
(f) Officers’
Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change
in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received
a certificate of the Chief Executive Officer of the Company and of the Chief Financial Officer of the Company, dated the Closing
Time, to the effect that to such officer’s knowledge (i) there has been no such material adverse change, (ii) the representations
and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at
and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to
be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration
Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus
has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.
(g) Accountant’s
Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from Xxxxxxxxx &
Xxxxxxxxx, a member firm of PricewaterhouseCoopers International Limited, a letter, dated such date, in form and substance reasonably
satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters
containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements and certain financial information contained in the Registration Statement, the General
Disclosure Package and the Prospectus.
(h) Bring-down
Comfort Letter. At the Closing Time, the Representatives shall have received from Xxxxxxxxx & Xxxxxxxxx, a member firm
of PricewaterhouseCoopers International Limited, a letter, dated as of the Closing Time, to the effect that they reaffirm the statements
made in the letter furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a
date not more than three business days prior to the Closing Time.
(i) Approval
of Listing. At the Closing Time, the Securities shall have been approved for listing on the Nasdaq Global Select Market, subject only
to official notice of issuance.
(j) No
Objection. FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness
of the underwriting terms and arrangements relating to the offering of the Securities.
(k) Lock-up
Agreements. At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of
Exhibit D hereto signed by the persons listed on Schedule C hereto.
(l) Opinion
of General Counsel of the Company. At the Closing Time, the Representatives shall have received the favorable opinion,
dated the Closing Time, of Xxxxxx Xxxxx, General Counsel of the Company, in form and substance satisfactory to counsel for
the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect
set forth in Exhibit C hereto.
(m) Conditions
to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof
to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and
the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and,
at the relevant Date of Delivery, the Representatives shall have received:
(i) Officers’
Certificate. A certificate, dated such Date of Delivery, of the Chief Executive Officer or a Vice President of the Company
and of the Chief Financial Officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 6(f)
hereof remains true and correct as of such Date of Delivery.
(ii) Opinion
of Counsel for Company. If requested by the Representatives, the favorable opinion of White & Case LLP, U.S. counsel for
the Company, together with the favorable opinion of Meitar Liquornik Xxxx Xxxxxx Tal, Israeli counsel for the Company, each in
form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities
to be purchased on such Date of Delivery and otherwise substantially to the same effect as the opinions required by Section 6(b)
and Section 6(c) hereof.
(iii) Opinion
of General Counsel of the Company. If requested by the Representatives, the favorable opinion of Xxxxxx Xxxxx, General Counsel
of the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the
Option Securities to be purchased on such Date of Delivery and otherwise substantially to the same effect as the opinion required
by Section 6(l).
(iv) Opinion
of Counsel for Underwriters. If requested by the Representatives, the favorable opinion of Skadden, Arps, Slate, Xxxxxxx &
Xxxx LLP, U.S. counsel for the Underwriters, together with the favorable opinion of Gornitzky & Co., Israeli counsel for the
Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise
substantially to the same effect as the opinions required by Section 6(d) and Section 6(e) hereof.
(v) Bring-down
Comfort Letter. If requested by the Representatives, a letter from Xxxxxxxxx & Xxxxxxxxx, a member firm of PricewaterhouseCoopers
International Limited, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially
in the same form and substance as the letter furnished to the Representatives pursuant to Section 6(g) hereof, except that the
“specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days
prior to such Date of Delivery.
(n) Additional
Documents. At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters shall have been furnished
with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and
sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties,
or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the
issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives
and counsel for the Underwriters.
(o) Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the
Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the
Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be,
and such termination shall be without liability of any party to any other party except as provided in Section 5 and except that
Sections 1, 7, 8, 9, 15, 16 and 17 shall survive any such termination and remain in full force and effect.
SECTION 7. Indemnification.
(a) Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined
in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A
Information, 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
(A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any
amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the
Company in connection with the marketing of the offering of the Ordinary Shares (“Marketing Materials”), including
any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission
or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials 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, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, 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 7(d) below) any such settlement is effected with the written consent of the Company;
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen in accordance with Section
7(c)), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, 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 in the Registration Statement (or any amendment thereto), including
the Rule 430A Information, the General Disclosure Package, any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with the Underwriter Information.
(b) Indemnification
of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors,
each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described
in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A
Information, the General Disclosure Package, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with the Underwriter Information.
(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected
by the Representatives and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to
the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in
addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the
entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7
or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise
or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered
into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
SECTION 8. Contribution.
If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless
an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying
party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Underwriters,
on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.
The relative benefits
received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering
of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total
underwriting discount received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus,
bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.
The relative fault
of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things,
whether any such 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 by the Underwriters and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the
provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of
the underwriting discounts and commissions received by such Underwriter in connection with the Securities underwritten by it and
distributed to the public.
No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
For purposes of this
Section 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter,
and each director of the Company, 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 1933 Act or Section 20 of the 1934 Act shall have the same rights
to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several
in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.
SECTION 9. Representations,
Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect
regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling
any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.
SECTION 10. Termination
of Agreement.
(a) Termination.
The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if
there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates
as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material
adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company
and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there
has occurred any material adverse change in the financial markets in the United States or the international financial markets,
any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective
change in national or international political, financial or economic conditions, in each case the effect of which is such as to
make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the completion
of the offering or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the
Company has been suspended or materially limited by the Commission or the Nasdaq Global Select Market, or (iv) if trading generally on
the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission,
FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement
or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking
moratorium has been declared by either Federal, New York or Israeli authorities.
(b) Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other
party except as provided in Section 5 hereof, and provided further that Sections 1, 7, 8, 9, 15, 16 and 17 shall survive such termination
and remain in full force and effect.
SECTION 11. Default
by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery
to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”),
the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as
may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements
within such 24-hour period, then:
(i) if
the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(ii) if
the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with
respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company
to sell, the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part
of any non-defaulting Underwriter.
No action taken pursuant
to this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any
such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the
Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell
the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to
postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect
any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents
or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this
Section 11.
SECTION 12. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be directed to Xxxxxxx Xxxxx at Xxx Xxxxxx Xxxx, Xxx
Xxxx, Xxx Xxxx 00000, attention of Syndicate Department (facsimile: (000) 000-0000), with a copy to ECM Legal (facsimile: (000)
000-0000) and Jefferies at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel (facsimile: (000) 000-0000); notices
to the Company shall be directed to it at Enzymotec Ltd., Sagi 2000 Industrial Area, P.O. Box 6, Xxxxxx Ha’Emeq 2310001,
Israel, attention of Xxxxx Xxxx.
SECTION 13. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant
to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts
and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters,
on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and
has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or their respective
shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility
in favor of the Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether
such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter
has any obligation to the Company with respect to the offering of the Securities except the obligations expressly set forth in
this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company and (e) the Underwriters have not provided any legal, accounting, regulatory or
tax advice with respect to the offering of the Securities and the Company has consulted its own respective legal, accounting, regulatory
and tax advisors to the extent it deemed appropriate.
SECTION 14. Parties.
This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other
than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred
to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling
persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 15. Trial
by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates)
and each of the Underwriters 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.
SECTION 16. GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
SECTION 17. Consent
to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the
United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State
of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”),
and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement
of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts
in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address
set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties
irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or
other proceeding brought in any such court has been brought in an inconvenient forum. Each party not located in the United States
irrevocably appoints Enzymotec USA, Inc. as its agent to receive service of process or other legal summons for purposes of any
such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. With respect
to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether
on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and
execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party
waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause
to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation,
any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.
SECTION 18. TIME.
TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.
SECTION 19. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same Agreement.
SECTION 20. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 21. Taxes.
All payments by the Company to the Underwriters under this Agreement will be made free and clear of, and without deduction or withholding
for or on account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature,
imposed by any jurisdiction or political subdivision thereof or taxing authority thereof or therein and all interest, penalties
or similar liabilities with respect thereto (“Taxes”), except as required by applicable law. If any Taxes are required
by law to be deducted or withheld in connection with such payments, the Company will increase the amount paid so that each Underwriter
would receive the same amount it would have received under this Agreement in the absence of such Taxes.
If the foregoing is
in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with
its terms.
CONFIRMED AND ACCEPTED, |
|
as of the date first above written:
|
|
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX |
|
INCORPORATED |
|
Jefferies LLC |
|
|
|
|
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX |
|
INCORPORATED |
|
|
|
By |
|
|
Authorized Signatory |
|
|
|
|
By: JEFFERIES LLC |
|
|
|
By |
|
|
Authorized Signatory |
|
For themselves and as Representatives of the other Underwriters
named in Schedule A hereto.
SCHEDULE A
The initial public offering price per ordinary share for the
Securities shall be $[●].
The purchase price per ordinary share for the Securities to
be paid by the several Underwriters shall be $[●], being an amount equal to the initial public offering price set forth above
less $[●] per ordinary share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared
by the Company and payable on the Initial Securities but not payable on the Option Securities.
Name of Underwriter |
|
Number of
Initial Securities |
|
|
|
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
|
[●] |
Xxxxxxxxx LLC |
|
[●] |
Xxxxx Fargo Securities, LLC |
|
[●] |
Canaccord Genuity Inc. |
|
[●] |
Wedbush Securities Inc. |
|
[●] |
|
|
|
Total |
|
[●] |
SCHEDULE B-1
Pricing Terms
1. The
Company is selling [●] Ordinary Shares as Initial Securities.
2. The
Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] Ordinary
Shares as Option Securities.
3. The
initial public offering price per ordinary share for the Securities shall be $[●].
SCHEDULE B-2
Free Writing Prospectuses
[SPECIFY EACH ISSUER GENERAL USE FREE WRITING PROSPECTUS]
SCHEDULE C
List of Persons and Entities Subject
to Lock-up
[To Come.]
Exhibit A
FORM OF OPINION OF COMPANY’S U.S. COUNSEL
TO BE DELIVERED PURSUANT TO SECTION 6(b)
[To Come.]
Exhibit B
FORM OF OPINION OF COMPANY’S ISRAELI
COUNSEL
TO BE DELIVERED PURSUANT TO SECTION 6(c)
[To Come.]
Exhibit C
FORM OF OPINION OF COMPANY’S GENERAL COUNSEL
TO BE DELIVERED PURSUANT TO SECTION 6(l)
[To Come.]
[Form of lock-up from directors, officers
or other shareholders pursuant to Section 6(k)]
Exhibit D
l,
2013
Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx
Incorporated,
Jefferies LLC
as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement
| c/o | Merrill Lynch, Pierce, Xxxxxx & Xxxxx |
Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The undersigned, a
shareholder and/or an officer and/or director of Enzymotec Ltd., a company organized under the laws of the State of Israel (the
“Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and
Xxxxxxxxx LLC (“Jefferies” and, together with Xxxxxxx Xxxxx, the “Representatives”) propose to enter into
an Underwriting Agreement (the “Underwriting Agreement”) among the Company and any Selling Shareholders providing for
the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s ordinary
shares, par value NIS 0.01 per share (or such other par value per share that results from a share split effected subsequent to
the date hereof) (the “Ordinary Shares”). In recognition of the benefit that such an offering will confer upon the
undersigned as a shareholder and/or an officer and/or a director of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting
Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting
Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives,
directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of the Company’s
Ordinary Shares or any securities convertible into or exchangeable or exercisable for Ordinary Shares, whether now owned or hereafter
acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively,
the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities,
or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended,
or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly,
the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery
of Ordinary Shares or other securities, in cash or otherwise. If the undersigned is an officer or director
of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed
Securities the undersigned may purchase in the Public Offering.
If the undersigned
is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective
date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, the Representatives
will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce
the impending release or waiver by press release through a major news service at least two business days before the effective date
of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall
only be effective two business days after the publication date of such press release. The provisions of this paragraph will not
apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed
in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in
effect at the time of the transfer.
Notwithstanding the
foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent
of the Representatives, provided that (1) the Representatives each receive a signed lock-up agreement in substantially this form
for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer
as is set forth in subsection (i) through (iv) shall not involve a disposition for value, (3) such transfers
are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities
Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding
such transfers as are set forth in subsections (i), (iii) through (v), (vii) and (viii):
| (i) | as a bona fide gift or gifts; or |
| (ii) | by will or upon intestate succession; or |
| (iii) | to any immediate family member of the undersigned or any trust for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family”
shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or |
| (iv) | as a distribution to partners, members or stockholders of the undersigned; or |
| (v) | to the undersigned’s affiliates or to any investment fund or other entity controlled or managed
by the undersigned; or |
| (vii) | in connection with the exercise of warrants or the conversion of convertible securities, or the
exercise of stock options granted pursuant to the Company’s equity incentive plans or otherwise outstanding on the date hereof
or the date of the Underwriting Agreement; provided, that the restrictions of this letter shall apply to any Lock-Up Securities
issued upon such exercise or conversion; or |
| (viii) | the transfer of shares of Ordinary Shares or other securities acquired in open market transactions
after the completion of the Public Offering; or |
| (ix) | if the undersigned is an individual, dispositions solely in connection with the “cashless”
exercise of stock options (the term “cashless” exercise being intended to include the sale of a portion of the option
shares or previously owned shares to the Company or in open market transactions to cover payment of the exercise price) for the
purpose of exercising such stock options solely in the case of termination of employment or board service following death, disability
or other than for cause (including sales in respect of tax liabilities arising from such exercise and sale) if such stock options
would otherwise expire, provided that any shares of Ordinary Shares received upon such exercise shall be subject to all of the
restrictions set forth in this lock-up agreement; or |
| (x) | pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction
made to all holders of the Company’s share capital involving a change of control of the Company, provided that in the event
that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities held by the undersigned
shall remain subject to the provisions of this lock-up agreement. |
Furthermore, the undersigned
may sell Ordinary Shares of the Company purchased by the undersigned on the open market following the
Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities
Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding
such sales.
Nothing in the foregoing
shall prevent the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements
of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that it shall be a condition to the establishment of any such Plan
that no sales of the undersigned’s Lock-Up Securities shall be made pursuant to such a Plan prior to the expiration of the
Lock-Up Period and provided, further, that if any announcement of the establishment or the existence thereof shall be required
or shall be made voluntarily by the undersigned, the Company or any other person prior to the expiration of the Lock-Up Period
referred to above, such announcement shall include a statement that sales under the Plan will not occur until after the end of
the Lock-Up Period referred to above.
The undersigned agrees
that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during
the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action
unless it has received written confirmation from the Company that the Lock-Up Period has expired.
The undersigned also
agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the
transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.
It is understood that,
if (1) the registration statement related to the Public Offering does not become effective by December 31, 2013, (2) the Company
notifies the Underwriters in writing that it does not intend to proceed with the Public Offering, or (3) the Underwriting Agreement
(other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery
of the Securities, the undersigned will be released from its obligations under this lock-up agreement.
|
Very truly yours, |
|
|
|
Signature: |
|
|
|
|
Print Name: |
|
Exhibit E
Form
of Press Release
TO
BE ISSUED PURSUANT TO SECTION 3(j)
ENZYMOTEC LTD.
[Date]
ENZYMOTEC LTD. (the “Company”) announced today that
BofA Xxxxxxx Xxxxx and Xxxxxxxxx LLC, the book-running managers in the Company’s recent public sale of [●] ordinary
shares, are [waiving] [releasing] a lock-up restriction with respect to of
the Company’s ordinary shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver]
[release] will take effect on ,
20 , and the shares may be sold on or after such date.
This press release is not an offer for sale of the securities
in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold
in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.