Exhibit 1.1
________ AMERICAN DEPOSITARY SHARES
EACH REPRESENTING 20 ORDINARY SHARES,
NO PAR VALUE
Warrants
TO PURCHASE ________ AMERICAN DEPOSITARY SHARES
CELLECT BIOTECHNOLOGY LTD.
UNDERWRITING AGREEMENT
July __, 2016
X.X. Xxxxxxxxxx & Co., LLC
As the Representative of the
Several underwriters, if any, named in Schedule
I hereto
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The
undersigned, Cellect Biotechnology Ltd., a company incorporated under the laws of Israel (collectively with its subsidiaries and affiliates,
including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries
or affiliates of Cellect Biotechnology Ltd., the “Company”), hereby confirms its agreement (this “Agreement”)
with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters”
and each an “Underwriter”) named in Schedule I hereto for which X.X. Xxxxxxxxxx & Co., LLC is acting
as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than
the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have
the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying
Ordinary Shares (as defined below) and Warrant Shares (as defined below) are to be deposited pursuant to a deposit agreement dated
on or about the date hereof (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary
(the “Depositary”), and holders and beneficial holders from time to time of the ADRs issued by the Depositary
and evidencing the ADSs (as defined below). Each ADS will initially represent 20 Ordinary Shares (as defined below) deposited pursuant
to the Deposit Agreement.
It is understood that
the several Underwriters are to make a public offering of the Public Securities (as defined below) as soon as the Representative
deems it advisable to do so. The Public Securities are to be initially offered to the public at the initial public offering price
set forth in the Prospectus (as defined below). The Representative may from time to time thereafter change the public offering
price and other selling terms.
It is further understood
that you will act as the Representative for the Underwriters in the offering and sale of the Closing Securities (as defined below)
and, if any, the Option Securities (as defined below) in accordance with this Agreement.
ARTICLE I.
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the
meanings set forth in this Section 1.1:
“Action”
shall have the meaning ascribed to such term in Section 3.1(l).
“ADRs” means
the American Depositary Receipts issued by the Depositary and evidencing the ADSs.
“ADSs”
means the American Depositary Shares of the Company, each ADS initially representing 20 Ordinary Shares.
“ADS
Registration Statement” shall have the meaning ascribed to such term in Section 3.1(g).
“Affiliate”
means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or
is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities
Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York or Israel are authorized or required by law or other governmental
action to close.
“Closing”
means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1.
“Closing
Date” means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters’
obligations to pay the Closing Purchase Price and (ii) the Company’s obligations to deliver the Closing Securities, in each
case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the third Trading Day following
the date hereof or at such earlier time as shall be agreed upon by the Representative and the Company.
“Closing
Ordinary Shares” means the Ordinary Shares to be delivered pursuant to the Deposit Agreement and underlying the Closing
Shares.
“Closing
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall
be net of the underwriting discounts and commissions.
“Closing
Securities” shall have the meaning ascribed to such term in Section 2.1(a)(ii).
“Closing
Shares” shall have the meaning ascribed to such term in Section 2.1(a)(i).
“Closing
Warrants” shall have the meaning ascribed to such term in Section 2.1(a)(ii).
“Combined
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b).
“Commission”
means the United States Securities and Exchange Commission.
“Company
Auditor” means Xxxx Xxxxx Xxxxxx & Kasierer, with offices located at 0 Xxxxxxxx Xx, 0000000 Xxx-Xxxx, Xxxxxx.
“Company
Counsel” means Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester LLP, with offices located at 0000 Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
“Deposit
Agreement” means the deposit agreement, dated on or about the date hereof, among the Company, the Depositary and all
owners and holders (as defined therein) from time to time of ADSs.
“Depositary”
means The Bank of New York Mellon, as depositary under the Deposit Agreement.
“Effective
Date” shall have the meaning ascribed to such term in Section 3.1(f).
“EGS”
means Ellenoff Xxxxxxxx & Schole LLP, with offices located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Execution
Date” shall mean the date on which the parties execute and enter into this Agreement.
“Exempt
Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers or directors of the Company pursuant
to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise
or exchange of or conversion of any Public Securities issued hereunder and/or other securities exercisable or exchangeable for
or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not
been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange
price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the
equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“FINRA”
means the Financial Industry Regulatory Authority.
“IFRS”
shall have the meaning ascribed to such term in Section 3.1(j).
“Indebtedness”
means (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred
in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto),
except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course
of business; and (c) the present value of any lease payments in excess of $100,000 due under leases required to be capitalized
in accordance with IFRS.
“Israeli
Counsel” means Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Cederboum & Co with offices located at 00 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxx
Xxx, Xxxxxx 00000.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up
Agreements” shall mean the lock-up agreements, in the form of Exhibit E attached hereto, delivered on the date
hereof by each of the Company’s officers and directors holding Ordinary Shares, ADSs or Ordinary Share Equivalents and each
holder of Ordinary Shares and Ordinary Share Equivalents holding, on a fully diluted basis, more than 5% of the Company’s
issued and outstanding Ordinary Shares.
“Material
Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company
and the Subsidiaries, taken as a whole or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document.
“Offering”
shall have the meaning ascribed to such term in Section 2.1(c).
“Option
Closing” means the closing of the purchase and sale of the Option Securities pursuant to Section 2.2.
“Option
Closing Date” shall have the meaning ascribed to such term in Section 2.2(c).
“Option
Closing Purchase Price” shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price
shall be net of the underwriting discounts and commissions.
“Option
Ordinary Shares” means the Ordinary Shares to be delivered pursuant to the Deposit Agreement and underlying the Option
Shares.
“Option
Securities” shall have the meaning ascribed to such term in Section 2.2(a).
“Option
Shares” shall have the meaning ascribed to such term in Section 2.2(a)(i).
“Option
Warrants” shall have the meaning ascribed to such term in Section 2.2(a).
“Ordinary
Shares” means the ordinary shares of the Company, no par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or
other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof
to receive, Ordinary Shares.
“Over-Allotment
Option” shall have the meaning ascribed to such term in Section 2.2(a).
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Preliminary
Prospectus” means, if any, any preliminary prospectus relating to the Securities included in the Registration Statement
or filed with the Commission pursuant to Rule 424(b).
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.
“Prospectus”
means the final prospectus filed for the Registration Statement complying with Rule 430A and Rule 424(b) of the Securities Act
that is filed with the Commission.
“Prospectus
Supplement” means, if any, any supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is
filed with the Commission.
“Public
Securities” means, collectively, the Closing Securities and, if any, the Option Securities.
“Registration
Statement(s)” means, collectively, the various parts of the registration statement prepared by the Company on Form F-1
(File No. 333-212432) with respect to the Securities, each as amended as of the date hereof, including the Prospectus, the Preliminary
Prospectus, the Prospectus Supplement, if any, and all exhibits filed with or incorporated by reference into such registration
statement.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.
“SEC
Reports” means the Registration Statement and the ADS Registration Statement, including the exhibits thereto and the
documents incorporated by reference therein, together with the Prospectus.
“Securities”
means the Closing Securities, the Option Securities, the Underlying Ordinary Shares and the Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b).
“Shares”
means, collectively, the ADSs delivered to the Underwriters in accordance with Section 2.1(a)(i) and Section 2.2(a).
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market in the United States is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares or ADSs are listed or quoted for
trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange or the Tel Aviv Stock Exchange (or any successors to any of the
foregoing).
“Transaction
Documents” means this Agreement, the Representative’s Warrant, the Deposit Agreement, the Warrant Agent Agreement,
the Lock-Up Agreements, and any other documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means The Bank of New York Mellon, as depository for the ADSs.
“Underlying
Ordinary Shares” means, collectively, the Closing Ordinary Shares and the Option Ordinary Shares.
“Warrant
ADSs” means the ADSs issuable upon exercise of the Warrants.
“Warrant
Agent” means The Bank of New York Mellon, as warrant agent under the Warrant Agent Agreement.
“Warrant
Agent Agreement” means the warrant agent agreement dated on or about the date hereof, among the Company and the Warrant
Agent in the form of Exhibit D attached hereto.
“Warrant
Purchase Price” shall have the meaning ascribed to such term in Section 2.1(b).
“Warrant
Shares” means the Ordinary Shares to be delivered pursuant to the Deposit Agreement and underlying the Warrant ADSs.
“Warrants”
means, collectively, the ADS purchase warrants delivered to the Underwriters in accordance with Section 2.1(a)(ii) and Section
2.2(a), which Warrants shall be exercisable immediately and have a term of exercise equal to ___ years.
ARTICLE II.
PURCHASE AND SALE
2.1 Closing.
(a) Upon
the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate ________ ADSs and ________
Warrants to purchase ADSs, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities
of the Company:
(i) the
number of ADSs (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule I hereof;
and
(ii) Warrants
to purchase up to the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereof (the “Closing
Warrants” and, collectively with the Closing Shares, the “Closing Securities”), which Warrants shall
have an exercise price of $_____, subject to adjustment as provided in the Warrant Agent Agreement.
(b) The
aggregate purchase price for the Closing Securities shall equal the amount set forth opposite the name of such Underwriter on Schedule
I hereto (the “Closing Purchase Price”). The combined purchase price for one Share and a Warrant to purchase
one (1) Warrant Share shall be $______ (the “Combined Purchase Price”) which shall be allocated as $_______
per Share (the “Share Purchase Price”) and $_________ per Warrant (the “Warrant Purchase Price”);
and
(c) On
the Closing Date, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available
funds equal to such Underwriter’s Closing Purchase Price and the Company shall concurrently deliver to, or as directed by,
such Underwriter its respective Closing Securities or the related ADRs, as the case may be, and the Company shall deliver the other
items required pursuant to Section 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth
in Sections 2.3 and 2.4, the Closing shall occur at the offices of EGS or such other location as the Company and Representative
shall mutually agree. The Public Securities are to be offered initially to the public at the offering price set forth on the cover
page of the Prospectus (the “Offering”).
2.2 Over-Allotment
Option.
(a) For
the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative
is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to ______ additional
Shares (the “Option Shares”) and additional Warrants to purchase up to _______ Warrant ADSs (the “Option
Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased
in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In
connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the
product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be
paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants
to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The
Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any
part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any
obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment
Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed
in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option
Warrants to be purchased and the date and time for delivery of and payment for such Option Securities (each, an “Option
Closing Date”), which will not be later than three (3) full Business Days after the date of the notice or such other
time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including
remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such
delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth
in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and,
subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option
Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior
to the expiration of the Over-Allotment Option by written notice to the Company.
2.3 Deliveries.
The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following:
(i) At
the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be
delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;
(ii) At
the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository
Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters registered in the name or
names and in such authorized denominations as the applicable Underwriter may request in writing at least two full Business Days
prior to the Closing Date and, if any, each Option Closing Date;
(iii) At
the Closing Date, as directed by the Representative only, a Warrant to purchase up to a number of ADSs equal to 6% of the Closing
Shares issued on the Closing Date (the “Representative’s Warrant”), for the account of the Representative
(or its designees), substantially in the form of Exhibit E hereto;
(iv) Legal
opinions of Company Counsel and Israeli Counsel addressed to the Underwriters, including, without limitation, a negative assurance
letter addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriter, at the Closing Date and
at each Option Closing Date, if any;
(v) Contemporaneously
herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative
from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing
Date and each Option Closing Date, if any;
(vi) On
the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in
the form required by Exhibit B attached hereto;
(vii) On
the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially
in the form required by Exhibit C attached hereto; and
(viii) Contemporaneously
herewith, the duly executed and delivered Lock-Up Agreements.
2.4 Closing Conditions.
The respective obligations of each Underwriter hereunder in connection with the Closing and each Option Closing Date are subject
to the following conditions being met:
(i) the
accuracy in all material respects when made and on the date in question (other than representations and warranties of the Company
already qualified by materiality, which shall be true and correct in all respects) of the representations and warranties of the
Company contained herein (unless as of a specific date therein);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the date in question shall have been
performed;
(iii) the
delivery by the Company of the items set forth in Section 2.3 of this Agreement;
(iv) the
Registration Statement and the ADS Registration Statement shall each be effective on the date of this Agreement and at each of
the Closing Date and each Option Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement
or the ADS Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall
be pending or contemplated by the Commission and any request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of the Representative;
(v) by
the Execution Date, the Underwriters shall have received clearance from FINRA as to the amount of compensation allowable or payable
to the Underwriters as described in the Registration Statement;
(vi) the
Representative shall have received an opinion, dated as of the Closing Date or any Option Closing Date, of Xxxxxx, Xxxxxx &
Xxxxxx, LLP, counsel for the Depositary, reasonably satisfactory in form and substance to the Representative;
(vii) the
Depositary shall have furnished or caused to be furnished to the Representative a certificate reasonably satisfactory to the Representative
of one of its authorized officers with respect to the deposit with it of the Underlying Ordinary Shares, the issuance of the ADRs
evidencing the Ordinary Shares delivered in the form of the ADSs, the execution, issuance, countersignature and delivery of the
ADRs evidencing the Ordinary Shares delivered in the form of such ADSs pursuant to the Deposit Agreement and such other customary
matters related thereto as the Representative may reasonably request;
(viii) the
Company and the Depositary shall have executed and delivered the Deposit Agreement and the Deposit Agreement shall be in full force
and effect;
(ix) the
Company and the Warrant Agent shall have executed and delivered the Warrant Agent Agreement and the Warrant Agent Agreement shall
be in full force and effect;
(x) the
Closing Securities and the Option Securities have been approved for listing on the Trading Market; and
(xi) prior
to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no material adverse change
or development involving a prospective material adverse change in the condition or prospects or the business activities, financial
or otherwise, of the Company from the latest dates as of which such condition is set forth in the SEC Reports; (ii) no action
suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Affiliate of the Company
before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling
or finding would materially adversely or would reasonably be expected to materially adversely affect the business, operations,
prospects or financial condition or income of the Company, except as set forth in the Registration Statement, ADS Registration
Statement and Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor
shall have been initiated or threatened by the Commission; and (iv) the SEC Reports and any amendments or supplements thereto
shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the rules
and regulations thereunder and shall conform in all material respects to the requirements of the Securities Act and the rules and
regulations thereunder, and none of the SEC Reports nor any amendment or supplement thereto shall contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Execution Date, as of the
Closing Date and as of each Option Closing Date, if any, as follows:
(a) Subsidiaries.
All of the direct and indirect Subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar
rights to subscribe for or purchase securities. If the Company has no Subsidiaries, all other references to the Subsidiaries or
any of them in the Transaction Documents shall be disregarded.
(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing (if the concept of good standing exists in such jurisdiction) under the laws of the jurisdiction
of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry
on its business as described in the SEC Reports. Neither the Company nor any Subsidiary is in violation nor default of any of the
provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each
of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to
result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing
or seeking to revoke, limit or curtail such power and authority or qualification.
(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered
in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.
(d) Authorization
of Deposit Agreement. The Deposit Agreement has been duly authorized by the Company, and when executed and delivered
by the Company will, assuming due authorization, execution and delivery by the Depositary, constitute a valid and legally binding
obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally
or general equitable principles. Upon the issuance, sale and payment for the Underlying Ordinary Shares in accordance with the
terms hereof and the due issuance by the Depositary of the ADSs evidencing the Shares against the deposit of the Underlying Ordinary
Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Shares and ADSs will be duly and validly
issued, and the persons in whose names the ADSs are registered will be entitled to the rights specified in the Deposit Agreement;
and the Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in the Registration
Statement and the Prospectus. Upon the exercise of the Warrants pursuant to their terms, the issuance, sale and payment for the
Warrant Shares in accordance with the terms hereof and the due issuance by the Depositary of the ADRs evidencing the ADSs underlying
the Warrants against the deposit of the Warrant Shares in respect thereof in accordance with the provisions of the Deposit Agreement,
such ADSs will be duly and validly issued, and the persons in whose names the ADSs are registered will be entitled to the rights
specified in the Deposit Agreement; and the Deposit Agreement and the ADSs conform in all material respects to the descriptions
thereof contained in the Registration Statement and the Prospectus. There has been no change in the Company’s agreement with
the Depositary in connection with any pre-release of the Company’s ADSs and no such change is currently contemplated.
(e) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Public Securities and the consummation by it of the transactions contemplated
hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected (including, without
limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”),
the European Medicines Agency (“EMA”), the Institutional Review Board in Israel (the “IRB”)
or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA, EMA
or IRB); except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a
Material Adverse Effect.
(f) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filing with the Commission of the Prospectus, (ii) any required filing with FINRA, (iii) the listing of the Underlying Ordinary
Shares on the Tel Aviv Stock Exchange and (iv) such filings as are required to be made under applicable state securities laws (collectively,
the “Required Approvals”).
(g) Registration
Statement. The Company has filed with the Commission the Registration Statement, including any related Prospectus or Prospectuses,
for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company
in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission
under the Securities Act. The Registration Statement has been declared effective by the Commission on July __, 2016 (the “Effective
Date”). The Company has filed with the Commission a Form 8-A (File Number 001-________) providing for the registration
under the Exchange Act of (i) the ADSs, (ii) the Warrants and (iii) the Ordinary Shares underlying the ADSs. The registration of
the Closing Shares and the Option Shares under the Exchange Act has been declared effective by the Commission on the date hereof.
The Company has advised the Representative of all further information (financial and other) with respect to the Company required
to be set forth therein in the Registration Statement and Prospectus. Any reference in this Agreement to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the issue date of the Preliminary Prospectus or the Prospectus, as the case
may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules
and other information which is “contained,” “included,” “described,” “referenced,”
“set forth” or “stated” in the Registration Statement, the Preliminary Prospectus or the Prospectus (and
all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other
information, if any, which is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus
or the Prospectus, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the
Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge,
is threatened by the Commission. The Company will not, without the prior consent of the Representative, prepare, use or refer to,
any free writing prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth
in Rule 405 under the Securities Act. A registration statement on Form F-6 (No. 333-______) covering the registration of the ADSs
(the “ADS Registration Statement”) under the Securities Act has also been filed with the Commission.
(h) Issuance
of Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The
Warrant ADSs, when issued in accordance with the terms of the Warrants, and the ADSs underlying the Representative’s Warrants,
when issued in accordance with the terms of the Representative's Warrants, will be validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum
number of Ordinary Shares issuable in connection with the Shares and the Warrant ADSs. The holder of the Securities will not be
subject to personal liability by reason of being such holders. The Securities are not and will not be subject to the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company. All corporate action
required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The Securities
conform in all material respects to all statements with respect thereto contained in the Registration Statement.
(i) Capitalization.
The capitalization of the Company, at the dates indicated therein, is as set forth in the SEC Reports. The Company has not issued
any capital stock since the initial public filing of the Registration Statement, other than pursuant to the exercise of employee
stock options under the Company’s stock option plans, the issuance of Ordinary Shares to employees pursuant to the Company’s
employee stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the
date of the initial public filing of the Registration Statement. No Person has any right of first refusal, preemptive right, right
of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as
a result of the purchase and sale of the Securities or as set forth in the SEC Reports, there are no outstanding options, warrants,
scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations
convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any ADSs or Ordinary
Shares, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound
to issue additional Ordinary Shares or Ordinary Share Equivalents. Except as described in the SEC Reports, the issuance and sale
of the Public Securities will not obligate the Company to issue ADSs or Ordinary Shares or other securities to any Person (other
than the Underwriters) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange
or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized,
validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none
of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration
Statement and the Prospectus. Other than in connection with the Offering, the offers and sales of the Company’s securities
in the United States, if any, since ____________, were at all relevant times either registered under the Securities Act and the
applicable state securities or Blue Sky laws or exempt from such registration requirements. No further approval or authorization
of any shareholder, the Board of Directors or others is required for the issuance and sale of the Public Securities. There are
no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to
which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
(j) Financial
Statements. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”),
as issued by the International Accounting Standard Board, applied on a consistent basis during the periods involved, except as
may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may
not contain all footnotes required by IFRS, and fairly present in all material respects the financial position of the Company and
its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and documents
described in the SEC Reports conform in all material respects to the descriptions thereof contained therein and there are no agreements
or other documents required by the Securities Act and the rules and regulations thereunder to be described in the SEC Reports or
to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement
or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected
and (i) that is referred to in the SEC Reports, or (ii) is material to the Company’s business, has been duly authorized
and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company
and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as
enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and
(z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefore may be brought. None of such agreements or instruments
has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is
in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or
the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance
by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable
law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction
over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations,
except for such violations that would not reasonably be expected to result in a Material Adverse Effect.
(k) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade
payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not
required to be reflected in the Company’s financial statements pursuant to IFRS or disclosed in the SEC Reports, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing
Company stock option plans and (vi) no officer or director of the Company has resigned from any position with the Company. Except
for the confidential treatment requested with respect to the Company’s response letter dated May 25, 2016 to the SEC’s
comment letter relating to the Company’s DRS submission on April 8, 2016, the Company does not have pending before the Commission
any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement,
no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or
exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets
or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation
is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities
or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or
made any other distribution on or in respect to its capital stock.
(l) Litigation.
Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local
or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have
or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor to the knowledge
of the Company after inquiry, any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty, which would, if there were an unfavorable
decision rendered, have or reasonably be expected to result in, a Material Adverse Effect. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current
or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness
of the Registration Statement or the ADS Registration Statement.
(m) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or
any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all Israeli (and, if any, all applicable U.S. federal, state, and local laws and regulations relating to employment and employment
practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(n) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.
(o) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (each,
a “Material Permit”), and neither the Company nor any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any Material Permit. The disclosures in the Registration Statement concerning the effects
of Federal, State, local and all foreign regulation on the Company’s business as currently contemplated are correct in all
material respects.
(p) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights
to lease or otherwise use, all real property and all personal property that is material to the business of the Company and the
Subsidiaries, in each case free and clear of all Liens, except for (i) Liens that do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with
IFRS, and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease
by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and
the Subsidiaries are in compliance in all material respects.
(q) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports
and which the failure to do so could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual
Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2)
years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited
financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property
Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of
their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.
(r) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business without a significant increase in cost.
(s) Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, to the knowledge of the Company, none of the officers
or directors of the Company or any Subsidiary and none of the employees of the Company or any Subsidiary is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from,
any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess
of $120,000 for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf
of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.
(t) Reserved.
(u) Certain
Fees. Except as set forth in the Prospectus, no brokerage or finder’s fees or commissions are or will be payable by the
Company, any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. To the Company’s
knowledge, there are no other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any
of its stockholders that may affect the Underwriters’ compensation, as determined by FINRA. The Company has not made any
direct or indirect payments (in cash, securities or otherwise) in connection with the Offering to: (i) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company
persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has
any direct or indirect affiliation or association with any FINRA member, within the twelve months prior to the Execution Date,
other than the prior payment of $_______ to the Representative as provided hereunder. None of the net proceeds of the Offering
will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.
(v) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Public Securities
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.
(w) Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act
of any securities of the Company or any Subsidiary.
(x) Listing
and Maintenance Requirements. The ADSs, the Ordinary Shares underlying the ADSs, and the Warrants are registered pursuant to
Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have
the effect of, terminating the registration of the ADSs, the Ordinary Shares underlying the ADSs, or Warrants under the Exchange
Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company
has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the ADSs or Ordinary Shares
are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements
of such Trading Market.
(y) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable as a result of the Underwriters and the Company fulfilling
their obligations or exercising their rights under the Transaction Documents.
(z) Disclosure;
10b-5. The Registration Statement and the ADS Registration Statement (and any further documents to be filed with the Commission)
contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement, the ADS Registration
Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects
with the Securities Act and the Exchange Act and the applicable rules and regulations under the Securities Act and did not and,
as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading. The Preliminary Prospectus, the
Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act
and the Exchange Act and the applicable rules and regulations. Each of the Preliminary Prospectus, Prospectus and the Prospectus
Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. No post-effective amendment to the Registration Statement or the ADS Registration Statement reflecting
any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the
information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the
Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities
Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described
in the Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement or the ADS Registration
Statement, which have not been described or filed as required. The press releases disseminated by the Company during the twelve
months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made and when made, not misleading.
(aa) No
Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would
cause this offering of the Public Securities to be integrated with prior offerings by the Company for purposes of any applicable
shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.
(bb) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Public Securities hereunder, (i) the fair saleable value of the Company’s assets
exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital
to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability
to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports sets forth
as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company
or any Subsidiary has commitments.
(cc) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all Israeli and foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company or of any Subsidiary know of no basis for any such claim. The provisions for taxes payable, if any, shown on the financial
statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not
disputed, and for all periods to and including the dates of such consolidated financial statements. The term “taxes”
mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation,
premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together
with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns”
means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.
(dd) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any
provision of the FCPA and Chapter 9 of Israel’s Criminal Law 1996, as amended. The Company has taken reasonable steps to
ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with
the FCPA and Chapter 9 of Israel’s Criminal Law 1996, as amended.
(ee) Accountants.
To the knowledge and belief of the Company, the Company Auditor (i) is an independent registered public accounting firm as required
by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s
Annual Report for the fiscal year ending December 31, 2016. The Company Auditor has not, during the periods covered by the financial
statements included in the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of
the Exchange Act.
(ff) FDA.
As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal
Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged,
labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have, or reasonably be expected to result in, a Material Adverse Effect. There is no pending,
completed or, to the Company's knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or
regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company
or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental
entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of,
the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii)
withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising
or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation
by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v)
enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi)
otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either
individually or in the aggregate, would have, or reasonably be expected to result in, a Material Adverse Effect. The properties,
business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable
laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing,
sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has
the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed
by the Company.
(gg) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department.
(hh) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Representative’s
reasonable request.
(ii) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act
of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly
or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%)
or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(jj) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, and applicable money laundering statutes and applicable rules and regulations thereunder, and the Israeli Prohibition
on Money Laundering Law, 5760-2000, and applicable money laundering statutes and applicable rules and regulations thereunder (collectively,
the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending
or, to the knowledge of the Company or any Subsidiary, threatened.
(kk) D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires completed by each of the
Company’s directors and officers immediately prior to the Offering as well as in the Lock-Up Agreement provided to the Underwriters
is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed
in such questionnaires become inaccurate and incorrect.
(ll) FINRA
Affiliation. To the Company’s knowledge, no officer, director or any beneficial owner of 5% or more of the Company’s
outstanding Ordinary Shares or Ordinary Share Equivalents has any direct or indirect affiliation or association with any Underwriter
(as determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and EGS if
it learns that any officer, director or owner of 5% or more of the Company’s outstanding Ordinary Shares or Ordinary Share
Equivalents is or becomes an affiliate or associated person of an Underwriter in the Offering.
(mm) Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to EGS shall be deemed
a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
(nn) Board
of Directors. The Board of Directors is comprised of the persons set forth under the heading of the Prospectus captioned “Management.”
The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the
Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder applicable to the Company, the Israeli Companies Law, 5759-1999,
as amended and the rules promulgated thereunder, the Israeli Securities Law (as defined below) and the rules of the Trading Market.
At least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the Xxxxxxxx-Xxxxx
Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market.
3.2 Representations
and Warranties of the Company Relating to Israeli Legal Matters. The Company represents, warrants and covenants to the Underwriters,
as of the Applicable Time (as defined below), as of the Execution Date, as of the Closing Date and as of each Option Closing Date,
if any, as follows:
(a) The
Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities
Law 5728-1968, as amended, and the regulations promulgated thereunder (collectively, the “Israeli Securities Law”)
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.
(b) The
Company has no outstanding funding or grants from the Office of the Chief Scientist in the Israeli Ministry of Economy or the Investment
Center of the Ministry of Economy of the State of Israel. There are no
proceedings that have been instituted in the State of Israel for the dissolution of the Company or any Subsidiary.
(c) Assuming
that the Underwriters do not maintain a permanent establishment in the State of Israel, are not otherwise subject to taxation in
the State of Israel, or are exempt therefrom, the issuance, delivery and sale to the Underwriters of the Public Securities and
Representative’s Warrant to be sold by the Company hereunder are not subject to any tax imposed by the State of Israel or
any political subdivision thereof.
(d) 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 or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the State
of Israel.
(e) Subject
to the conditions, exceptions and qualifications set forth in the Registration Statement and the Prospectus, a final and conclusive
judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli
court.
(f) Other
than as stated in the SEC Reports, for a period of twelve (12) months prior to and including the date of the Closing Date, the
Company has not offered or sold any of its securities in Israel, except for the issuance of options or similar securities exercisable
under the Company’s equity incentive plans into ADSs or Ordinary Shares, which are exempt from prospectus requirements under
the Israeli Securities Law.
(g) The
Company will not take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in
any stabilization or manipulation of the price of the Public Securities in violation of applicable securities laws.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Amendments
to Registration Statement. The Company has delivered, or will as promptly as practicable deliver, to the Underwriters complete
conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof,
and conformed copies of the Registration Statement (without exhibits) and the Prospectus, as amended or supplemented, in such quantities
and at such places as an Underwriter reasonably requests. Neither the Company nor any of its directors and officers has distributed
and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of
the Public Securities other than the Preliminary Prospectus, the SEC Reports, and copies of the documents incorporated by reference
therein, and any Permitted Free Writing Prospectus (as defined below). The Company shall not file any such amendment or supplement
to which the Representative shall reasonably object in writing.
4.2 Federal Securities
Laws.
(b) Compliance.
During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to
comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act
and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales
of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus
relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which,
in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes
an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time
to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file
with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the
Securities Act.
(c) Filing
of Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission
pursuant to the requirements of Rule 424.
(d) Exchange
Act Registration. For a period of three years from the Effective Date, the Company will use its best efforts to maintain the
registration of the ADSs and Warrants under the Exchange Act. For a period of three years from the Effective Date, the Company
will not deregister the Ordinary Shares or the Warrants under the Exchange Act without the prior written consent of the Representative.
Notwithstanding anything herein to the contrary, the Company shall not be restricted from entering into any merger transaction
in which the Company is the non-surviving entity that would cause the ADSs and Warrants to no longer be registered under the Exchange
Act.
(e) Free
Writing Prospectuses. The Company represents and agrees that it has not made and will not make any offer relating to the Public
Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 of the rules and regulations under the
Securities Act, without the prior written consent of the Representative. Any such free writing prospectus consented to by the Representative
is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it will
treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus” as defined in rule and regulations
under the Securities Act, and has complied and will comply with the applicable requirements of Rule 433 of the Securities Act,
including timely Commission filing where required, legending and record keeping.
4.3 Delivery
to the Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge, from time to time during
the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies of
each Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement, the ADS Registration Statement
or any amendment or supplement thereto becomes effective, deliver to you two original executed Registration Statements or ADS Registration
Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated
therein by reference and all original executed consents of certified experts.
4.4 Effectiveness
and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement
and the ADS Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Effective
Date and the date on which the Warrants are no longer exercisable, and will promptly notify the Underwriters and holders of the
Warrants and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and the ADS Registration
Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or the
threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings
for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the
threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment
or supplement to the Registration Statement, the ADS Registration Statement, or Prospectus; (v) of the receipt of any comments
or request for any additional information from the Commission; and (vi) of the happening of any event during the period described
in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement,
the ADS Registration Statement, or the Prospectus untrue or that requires the making of any changes in the Registration Statement,
the ADS Registration Statement, or the Prospectus in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend
such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
4.5 Review of
Financial Statements. For a period of three (3) years from the Execution Date, the Company, at its expense, will announce its
financial information for each of the first three fiscal quarters consistent with the practices of companies dual-listed on the
Tel Aviv Stock Exchange and a domestic securities exchange; provided that the foregoing shall not apply in the event the Company
enters into a merger transaction in which the Company is the non-surviving entity that would cause the ADSs and Warrants to no
longer be registered under the Exchange Act.
4.6 Reports to
the Underwriters.
(b) Periodic
Reports, etc. For a period of three years from the Execution Date, the Company will furnish to the Representative copies of
such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders
of any class of its securities and also promptly furnish to the Underwriters: (i) a copy of each periodic report the Company shall
be required to file with the Commission; (ii) a copy of every press release and every news item and article with respect to the
Company or its affairs which was released by the Company; (iii) a copy of each Form 6-K prepared and filed by the Company; (iv)
a copy of each registration statement filed by the Company under the Securities Act; and (v) such additional documents and information
with respect to the Company and the affairs of any future Subsidiaries of the Company as the Representative may from time to time
reasonably request; provided that the Underwriters shall each sign, if requested by the Company, a Regulation FD compliant confidentiality
agreement which is reasonably acceptable to the Representative in connection with such Underwriter’s receipt of such information.
Documents filed with the Commission pursuant to its XXXXX system shall be deemed to have been delivered to the Underwriters pursuant
to this Section.
(c) Depositary
and Warrant Agent. For a period of three (3) years from the Execution Date, the Company shall retain the Depositary and Warrant
Agent or a depositary and warrant agent reasonably acceptable to the Representative.
(d) General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date,
if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company
under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration
of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering
Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such
Closing Shares, Option Shares and Warrant ADSs on the Trading Market and such other stock exchanges as the Company and the Representative
together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of such Securities under
the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative may reasonably
designate if any costs of all mailing and printing of the underwriting documents (including, without limitation, this Agreement,
any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’
Questionnaire and Power of Attorney), Registration Statements, the ADS Registration Statement, Prospectuses and all amendments,
supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary;
(e) the costs of preparing, printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities
(including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company);
(g) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (h)
the fees and expenses of the Company’s accountants; (i) the fees and expenses of the Company’s legal counsel and other
agents and representatives; (j) the Underwriters’ costs of mailing prospectuses to prospective investors; (k) up to $100,000
for the fees and expenses of EGS; (l) all fees, expenses and disbursements relating to background checks of the Company’s
officers and directors in an amount not to exceed $5,000 per individual, up to $15,000 in the aggregate; (m) up to $2,500
in the aggregate in the costs associated with bound volumes of the public offering materials as well as commemorative mementos
and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such
quantities as the Underwriters may reasonably request; (n) the Underwriters’ use of i-Deal’s book-building, prospectus
tracking and compliance software (or other similar software) for the Offering; and (o) the Underwriters’ actual “road
show” expenses for the Offering; provided, however, that the expenses that are set forth in clauses (j), (l), (m), (n) and
(o) above shall not exceed $40,000 in the aggregate.
(e) Management
Fee. The Company further agrees that, in addition to the expenses payable pursuant to Section 4.6(c), on the Closing Date it
will pay to the Representative a management fee equal to 1% of the gross proceeds received by the Company from the sale of the
Shares by deduction from the proceeds of the Offering contemplated herein.
4.7 Application
of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application
described under the caption “Use of Proceeds” in the Prospectus.
4.8 Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth full calendar month following the Execution Date, an earnings statement (which
need not be certified by independent public or independent certified public accountants unless required by the Securities Act or
the Rules and Regulations under the Securities Act, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of
the Securities Act) covering a period of at least twelve consecutive months beginning after the Execution Date, provided, however,
that the filings of the Company’s reports, schedules, forms, statements and other such documents require under the Securities
Act and Exchange Act shall be deemed to constitute such delivery.
4.9 Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Public Securities.
4.10 Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary in order to permit preparation of financial statements in accordance with IFRS and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.
4.11 Accountants.
The Company shall continue to retain a nationally recognized independent certified public accounting firm for a period of at least
three years after the Execution Date. The Underwriters acknowledge that the Company Auditor is acceptable to the Underwriters.
4.12 FINRA.
The Company shall advise the Underwriters (who shall make an appropriate filing with FINRA) if it is aware that any 5% or greater
shareholder of the Company becomes an affiliate or associated person of a FINRA member firm.
4.13 No Fiduciary
Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual
and commercial in nature, based on arms-length negotiations and that neither the Underwriters nor their Affiliates or any selected
dealer shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its
Affiliates in connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding anything
in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of
the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company
by the Underwriters for the shares and the Underwriters have no obligation to disclose, or account to the Company for, any of such
additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that
the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.
4.14 Warrant
Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover
the issuance of the Warrant Shares or if the Warrant is exercised via cashless exercise at a time when such Warrant Shares would
be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise
shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent
registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for
the sale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration
statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective
again and available for the sale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability
of the Company to issue, or any holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state
securities laws).
4.15 Board Composition
and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members
and the overall composition of the Board of Directors comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder
that are applicable to the Company and with the listing requirements of the Trading Market and (ii) if applicable to the Company,
at least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the Xxxxxxxx-Xxxxx
Act of 2002 and the rules promulgated thereunder.
4.16 Securities
Laws Disclosure; Publicity. At the request of the Representative, at the time requested by the Representative, the Company
shall issue a press release disclosing the material terms of the Offering. The Company and the Representative shall consult with
each other in issuing any other press releases with respect to the Offering, and neither the Company nor any Underwriter shall
issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect
to any press release of such Underwriter, or without the prior consent of such Underwriter, with respect to any press release of
the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which
case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. The
Company will not issue press releases or engage in any other publicity, without the Representative’s prior written consent,
for a period ending at 5:00 p.m. (New York City time) on the first business day following the 45th day following the Execution
Date, other than normal and customary releases issued in the ordinary course of the Company’s business.
4.17 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Underwriter of the Public Securities is an “Acquiring Person” under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Underwriter of Public Securities could be deemed to trigger the provisions of any such plan
or arrangement, by virtue of receiving Securities.
4.18 Reservation
of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue
Option Shares pursuant to the Over-Allotment Option and Warrant Shares pursuant to any exercise of the Warrants.
4.19 Listing
of ADSs. The Company hereby agrees to use best efforts to maintain the listing or quotation of the ADSs and Warrants on the
Nasdaq Capital Market, and concurrently with the Closing, the Company shall apply to list or quote all of the Closing Securities,
Option Securities and Warrant ADSs on the Nasdaq Capital Market and promptly secure the listing of all of the Closing Securities,
Option Securities and Warrant ADSs on the Nasdaq Capital Market. The Company further agrees, if the Company applies to have the
ADSs or Warrants traded on any other Trading Market, it will then include in such application all of the Closing Securities, Option
Securities and Warrant ADSs, and will take such other action as is necessary to cause all of the Closing Securities, Option Securities
and Warrant ADSs to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action
reasonably necessary to continue the listing and trading of its ADSs and Warrants on a Trading Market and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.
4.20 Right of
First Refusal. The Company agrees that if the Public Securities are sold in accordance with the terms of this Agreement, if
within the nine (9) month period following the effectives of the Registration Statement, the Company or any of its Subsidiaries:
(a) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender
offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring
or other similar transaction, including without limitation, an extraordinary dividend or distributions or a spin-off or split-off,
and the Company decides to retain a financial advisor for such transaction, the Underwriter (or any affiliate designed by the Underwriter)
shall have the right to act as the Company’s exclusive financial advisor for such transaction; or (b) decides to finance
or refinance any indebtedness using a manager or agent, the Underwriter (or any affiliate designated by the Underwriter) shall
have the right to act as lead manager, lead placement agent or lead agent with respect to such financing or refinancing; or (c)
decides to raise funds by means of a public offering, registered direct offering or a private placement of equity or debt securities
using an underwriter or placement, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act
as lead underwriter or lead placement agent for such financing. If the Underwriter or one of its affiliates decides to accept any
such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions
of similar size and nature and the provisions of this Agreement, including indemnification which are appropriate for such transactions.
Notwithstanding anything contained herein to the contrary, it is agreed that the right of first refusal set forth in this Section
4.20 shall not apply to any financing provided by or solicited from any person or entity who was a holder of the Company’s
debt or equity securities as of the date of this Agreement. Notwithstanding the foregoing, in the event of a private placement
transaction from strategic investors (e.g., a pharmaceutical biotechnology, bio manufacturing or distribution company), the Underwriter’s
right of first refusal will be valid as long as the Underwriter leads the transaction and brings at least 40% of the funds invested
in such transaction.
4.21 Subsequent
Equity Sales.
(a) From
the date hereof until 180 days following the Execution Date, neither the Company nor any Subsidiary shall issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares or Ordinary Share Equivalents.
(b) From
the date hereof until 24 months following the Execution Date, the Company shall be prohibited from effecting or entering into an
agreement to effect any issuance by the Company or any of its Subsidiaries of ADSs, Ordinary Shares or Ordinary Share Equivalents
(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means
a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive, additional Ordinary Shares or ADSs either (A) at a conversion price, exercise
price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Ordinary
Shares or ADSs at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the
occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the
Ordinary Shares or ADSs or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the
Company may issue securities at a future determined price. Any Underwriter shall be entitled to obtain injunctive relief against
the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.
(c) Notwithstanding
the foregoing, this Section 4.21 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall
be an Exempt Issuance.
4.22 Deposit
of Shares. The Company agrees, prior to the Closing Date and each Option Closing Date, to deposit Underlying Ordinary Shares
with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise to comply with the Deposit Agreement
so that ADRs evidencing the applicable Shares will be issued by the Depositary against receipt of such Shares and delivered to
the Underwriter at such Closing Date or Option Closing Date.
4.23 Payment
of Expenses Pursuant to Deposit Agreement and ADRs. The Company hereby agrees to pay on behalf of the Underwriter or
any purchaser of Securities, or to reimburse the Underwriter or any such purchasers for, all fees and expenses incurred by such
parties pursuant to Section 5.9 of the Deposit Agreement with respect to the deposit of the Offered Shares and the delivery of
ADSs representing such deposited Ordinary Shares purchased in the Offering.
ARTICLE
V.
DEFAULT
BY UNDERWRITERS
5.1
If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the
Closing Securities or Option Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such
date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the
defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter
one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon
the terms set forth herein, the Closing Securities or Option Securities , as the case may be, which the defaulting Underwriter
or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters,
or any others, to purchase the Closing Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting
Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities or Option Securities, as the case may be, with
respect to which such default shall occur does not exceed 10% of the Closing Securities or Option Securities, as the case may be,
covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities
or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities or
Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate
number of Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10%
of the Closing Securities or Option Securities, as the case may be, covered hereby, the Company or the Representative will have
the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except
to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this
Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if
the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes
in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person
substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.
ARTICLE
VI.
INDEMNIFICATION
6.1 Indemnification
of the Underwriters. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Underwriters,
and each dealer selected by each Underwriter that participates in the offer and sale of the Public Securities (each a “Selected
Dealer”) and each of their respective directors, officers and employees and each Person, if any, who controls such Underwriter
or any Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to
any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced
or threatened, or any claim whatsoever, whether arising out of any action between such Underwriter and the Company or between such
Underwriter and any third party or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange
Act or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in (i) any Preliminary Prospectus, if any, the Registration
Statement or the Prospectus (as from time to time each may be amended and supplemented); (ii) 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 Public Securities,
including any “road show” or investor presentations made to investors by the Company (whether in person or electronically);
or (iii) any application or other document or written communication (in this Article VI, collectively called “application”)
executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the
Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Trading Market
or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement
or omission was made in reliance upon and in conformity with written information furnished to the Company with respect to the applicable
Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, if any, the Registration Statement
or Prospectus, or any amendment or supplement thereto, or in any application, as the case may be. With respect to any untrue statement
or omission or alleged untrue statement or omission made in the Preliminary Prospectus, if any, the indemnity agreement contained
in this Section 6.1 shall not inure to the benefit of an Underwriter to the extent that any loss, liability, claim, damage or expense
of such Underwriter results from the fact that a copy of the Prospectus was not given or sent to the Person asserting any such
loss, liability, claim or damage at or prior to the written confirmation of sale of the Public Securities to such Person as required
by the Securities Act and the rules and regulations thereunder, and if the untrue statement or omission has been corrected in the
Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under
this Agreement. The Company agrees promptly to notify each Underwriter of the commencement of any litigation or proceedings against
the Company or any of its officers, directors or Controlling Persons in connection with the issue and sale of the Public Securities
or in connection with the Registration Statement or Prospectus.
6.2 Procedure.
If any action is brought against an Underwriter, a Selected Dealer or a Controlling Person in respect of which indemnity may be
sought against the Company pursuant to Section 6.1, such Underwriter, such Selected Dealer or Controlling Person, as the case may
be, shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of
such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter or such Selected
Dealer, as the case may be) and payment of actual expenses. Such Underwriter, such Selected Dealer or Controlling Person shall
have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense
of such Underwriter, such Selected Dealer or Controlling Person unless (i) the employment of such counsel at the expense of the
Company shall have been authorized in writing by the Company in connection with the defense of such action, or (ii) the Company
shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall
have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available
to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified
party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected
by such Underwriter (in addition to local counsel), Selected Dealer and/or Controlling Person shall be borne by the Company. Notwithstanding
anything to the contrary contained herein, if any Underwriter, Selected Dealer or Controlling Person shall assume the defense of
such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval
shall not be unreasonably withheld.
6.3 Indemnification
of the Company. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors,
officers and employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the
Company to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements
or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement
thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with
respect to such Underwriter by or on behalf of such Underwriter expressly for use in such Preliminary Prospectus, if any, the Registration
Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought
against the Company or any other Person so indemnified based on any Preliminary Prospectus, if any, the Registration Statement
or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against
such Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other Person
so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding
the provisions of this Section 6.3, no Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting
discounts and commissions applicable to the Public Securities purchased by such Underwriter. The Underwriters' obligations in this
Section 6.3 to indemnify the Company are several in proportion to their respective underwriting obligations and not joint.
6.4 Contribution.
(b) Contribution
Rights. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person
entitled to indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial
of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article
VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or otherwise may
be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then,
and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter,
as incurred, in such proportions that such Underwriter is responsible for that portion represented by the percentage that the underwriting
discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is
responsible for the balance; provided, that, no Person guilty of a fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section, each director, officer and employee of such Underwriter or the Company, as applicable, and each Person,
if any, who controls such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall
have the same rights to contribution as such Underwriter or the Company, as applicable. Notwithstanding the provisions of this
Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions
applicable to the Public Securities purchased by such Underwriter. The Underwriters' obligations in this Section 6.4 to contribute
are several in proportion to their respective underwriting obligations and not joint.
(c) Contribution
Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another
party (“contributing party”), notify the contributing party of the commencement thereof, but the failure to
so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party
or its representative of the commencement thereof within the aforesaid fifteen days, the contributing party will be entitled to
participate therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall
not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding affected by such
party seeking contribution without the written consent of such contributing party. The contribution provisions contained in this
Section 6.4 are intended to supersede, to the extent permitted by law, any right to contribution under the Securities Act, the
Exchange Act or otherwise available.
ARTICLE VII.
MISCELLANEOUS
7.1 Termination.
(b) Termination
Right. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option
Closing Date, if any, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its
opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading
on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been
fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other
government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase
in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if
a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets,
or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage
or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s
opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach
of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware
after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material
change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering,
sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) Expenses.
In the event this Agreement shall be terminated pursuant to Section 7.1(a), within the time specified herein or any extensions
thereof pursuant to the terms herein, the Company shall be obligated to pay to the Representative its actual and accountable out
of pocket expenses related to the transactions contemplated herein then due and payable, including the fees and disbursements of
EGS up to $25,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution
provisions of this Agreement).
(d) Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Article VI shall not be in any way effected by such
election or termination or failure to carry out the terms of this Agreement or any part hereof.
7.2 Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, and the Prospectus contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Notwithstanding anything herein to the contrary, the Engagement Agreement, dated June 22, 2016, between the Company and the Representative
shall continue to be effective and the terms therein shall continue to survive and be enforceable by the Representative in accordance
with its terms, including, without limitation, Section A.4 therein, provided that, in the event of a conflict between the terms
of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail.
7.3 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment set forth on the signature pages attached hereto at or prior to 5:30
p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto on a
day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth
on the signature pages attached hereto.
7.4 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Representative. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right.
7.5 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
7.6 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns.
7.7 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action,
suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations
of the Company and the Underwriters under Article VI, the prevailing party in such action, suit or proceeding shall be reimbursed
by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.
7.8 Survival.
The representations and warranties contained herein shall survive the Closing and the Option Closing, if any, and the delivery
of the Securities.
7.9 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.
7.10 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.
7.11 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Underwriters
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.
7.12 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.
7.13 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after
the date of this Agreement.
7.14 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO
THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER ANY
RIGHT TO TRIAL BY JURY.
(Signature Pages Follow)
If the foregoing correctly
sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement among the Company and the several Underwriters in accordance
with its terms.
Address for Notice:
Copy to:
Accepted on the date first above written.
X.X. XXXXXXXXXX & CO., LLC
As the Representative of the several
Underwriters listed on Schedule I
Address for Notice:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Email: __________
Copy to:
Ellenoff Xxxxxxxx &
Schole LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X.
Xxxxxxx
SCHEDULE I
Schedule
of Underwriters
Underwriters | |
Closing Shares | | |
Closing Warrants | | |
Closing Purchase Price | |
| |
| | |
| | |
| |
X.X. Xxxxxxxxxx & Co., LLC | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Total: | |
| | | |
| | | |
| | |