UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16
or 15d-16
under the Securities
Exchange Act of 1934
For the month of January 2024
Commission File Number: 001-41482
JEFFS’ BRANDS LTD
(Translation of registrant’s
name into English)
7 Mezada St.
Bnei Brak, Israel 5126112
(Address of principal executive
offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
CONTENTS
On January 25, 2024, Jeffs’
Brands Ltd (the “Company”) entered into a private placement transaction (the “Private Placement”),
pursuant to a Securities Purchase Agreement (the “Agreement”) with certain institutional investors (the “Purchasers”)
for aggregate gross proceeds of approximately $7.275 million, before deducting fees to the placement agent and other expenses payable
by the Company in connection with the Private Placement. The Company intends to use the net proceeds from the Private Placement for
working capital and general corporate purposes, as well as for potential acquisitions but does not have any pending acquisitions at this
time. Aegis Capital Corp. (“Aegis”), acted as the exclusive placement agent for the Private Placement, which is
expected to close on or about January 28, 2024, subject to satisfaction of customary closing conditions.
As part of the Private Placement,
the Company will issue an aggregate of 2,704,461 units and pre-funded units (collectively, the “Units”) at a purchase price
of $2.69 per unit (less $0.00001 per pre-funded unit). Each Unit consists of (i) one ordinary share, no par value (the “Ordinary
Shares”) (or one pre-funded warrant to purchase one Ordinary Share (the “Pre-Funded Warrant”)), (ii) one Series A warrant
to purchase one and one quarter Ordinary Shares (the “Series A Warrant”) and (iii) one Series B warrant to purchase such
amount of Ordinary Shares as determined on the Reset Date (as defined below) and in accordance with the terms therein (the “Series
B Warrant” and together with the Series A Warrant, the “Warrants”).
The Pre-Funded Warrants will
be immediately exercisable at an exercise price of $0.00001per Ordinary Share and will not expire until exercised in full. The Series
A Warrants will be exercisable upon issuance, will have an exercise price of $2.69 per Ordinary Share (subject to certain anti-dilution
and share combination event protections) and will have a term of 5.5 years from the date of issuance. The Series B Warrants will be exercisable
following the Reset Date, will have an exercise price of $0.00001 per Ordinary Share and will have a term of 5.5 years from the date
of issuance. The exercise price and number of Ordinary Shares issuable under the Series A Warrants are subject to adjustment and the
number of Ordinary Shares issuable under the Series B Warrant will be determined following the earliest to occur of: (i) the date on
which a resale registration statement covering the resale of all Registrable Securities (as defined in the Series B Warrant) has been
declared effective for 30 consecutive trading days, (ii) the date on which the Purchasers may sell the Registrable Securities pursuant
to Rule 144 under the Securities Act of 1933, as amended (the “Act”) for a period of 30 consecutive trading days, and (iii)
twelve months and 30 days following the issuance date of the Series B Warrants (the “Reset Date”) to be determined pursuant
to the lowest daily average trading price of the Ordinary Shares during a period of 20 trading days, subject to a pricing floor of $0.68
per Ordinary Share, such that the maximum number of Ordinary Shares underlying the Series A Warrants and Series B Warrants would be an
aggregate of approximately 13,373,177 shares and 7,994,073 shares, respectively. The Company has undertaken to file a resale registration statement covering all
of the Registrable Securities on behalf the Purchasers pursuant to a Registration Rights Agreement (the “Registration Rights Agreement”)
also entered into with the Purchasers in connection with the Private Placement.
The Company also entered
into a placement agent agreement (the “Placement Agent Agreement”) with Aegis, dated January 25, 2024, pursuant to which
Aegis agreed to serve as the exclusive placement agent for the Company in connection with the Private Placement. The Company
agreed to pay Aegis a cash placement fee equal to 8.50% of the gross cash proceeds received in the Private Placement and
to pay for expenses of the Purchasers’ and Aegis’ legal counsel up to an aggregate amount of $90,000.
The securities described
herein (the “Securities”) have not been registered under the Act, and may not be sold in the United States absent registration
or an applicable exemption from the registration requirements of the Act. Pursuant to the Registration Rights Agreement, the Company
has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) to register the resale
of the Ordinary Shares and the Ordinary Shares underlying the Warrants and the Pre-Funded Warrants.
This Report of Foreign Private
Issuer on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the Securities, nor shall there be any
sale of these Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
The descriptions of the Agreement,
the Registration Rights Agreement, the Placement Agent Agreement, the Series A Warrant, the Series B Warrant and the Pre-Funded Warrant
set forth above are qualified in their entirety by reference to the full text of those documents, which are attached hereto as Exhibits
10.1, 10.2, 10.3, 4.1, 4.2 respectively.
On January 25, 2024, the
Company issued a press release titled “Jeffs’ Brands Announces Pricing of $7.275 Million Private Placement,” a copy
of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
This Report of Foreign
Private Issuer on Form 6-K is incorporated by reference into the Company’s registration statement on Form S-8 (File
No. 333-269119) of the Company, filed with the SEC, to be a part thereof from the date on which this report is submitted, to
the extent not superseded by documents or reports subsequently filed or furnished.
Cautionary Note Regarding Forward-Looking
Statements
This Report of Foreign Private
Issuer on Form 6-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended
to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses the closing of
the Private Placement and anticipated use of proceeds from the Private Placement. Forward-looking statements are not historical facts,
and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain.
Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations,
beliefs or projections will be achieved, and actual results may differ materially from what is expressed in, or indicated by, the forward-looking
statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ
materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting
the Company, reference is made to the Company’s reports filed from time to time with the SEC, including, but not limited to, the
risks detailed in the Company’s Annual Report on Form 20-F filed on April 10, 2023. Forward-looking statements speak only as of
the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent
events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent
required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn
that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Jeffs’ Brands
Ltd |
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|
|
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By: |
/s/
Ronen Zalayet |
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Name: |
Ronen Zalayet |
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Title: |
Chief Financial
Officer |
Date: January 29, 2024
4
Exhibit 4.1
[FORM OF SERIES A WARRANT]
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
JEFFS’ BRANDS LTD
Series
A Warrant To Purchase Ordinary Shares
Warrant No.: _________
Number of Ordinary Shares: _____________
Date of Issuance: [___], 2024 (“Issuance Date”)
Jeffs’ Brands Ltd, an
Israeli company (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, [HOLDER],
the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below,
to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof,
but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully
paid nonassessable Ordinary Shares, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise
defined herein, capitalized terms in this Warrant to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued
in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant
is one of the Series A Warrants to purchase Ordinary Shares (the “SPA Warrants”) issued pursuant to Section 1 of that
certain Securities Purchase Agreement, dated as of [●], 2024 (the “Subscription Date”), by and among the Company
and the investors (the “Buyers”) referred to therein (the “Securities Purchase Agreement”). Capitalized
terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Securities Purchase Agreement.
| 1 | Insert 125% of the aggregate number of Ordinary Shares and
Ordinary Shares issuable upon exercise in full of the Pre-funded Warrants (without regard to any limitation on exercise contained therein)
purchased by the Holder pursuant to the Securities Purchase Agreement on the Issuance Date. |
1. EXERCISE
OF WARRANT.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder at any time or times on or after the Issuance Date, in whole or in part, by (i) delivery
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election
to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the
number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire
transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant
is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has
received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation of receipt of the Exercise
Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the second
(2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the
date on which the Holder delivers the Exercise Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or
notice of a Cashless Exercise) on or prior to the Trading Day following the date on which the Company has received the Exercise Notice
(the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share
Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company
shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program and (A) the Warrant Shares are subject to an effective resale registration statement in favor of the Holder or (B) if
exercised via Cashless Exercise, at a time when Rule 144 would be available for resale of the Warrant Shares by the Holder, credit such
aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance
account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program or (A) the Warrant Shares are not subject to an effective resale registration statement in favor
of the Holder and (B) if exercised via Cashless Exercise, at a time when Rule 144 would not be available for resale of the Warrant Shares
by the Holder, deliver to the Holder, book entry statements evidencing the Warrant Shares, for the number of Warrant Shares to which the
Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all
fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the book
entry statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant
to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of
Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading
Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number
of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver
Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action
or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.
(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $[Ÿ]2
per share, subject to adjustment as provided herein.
(c) Company’s
Failure to Timely Deliver Securities. If the Company shall fail to cause the Transfer Agent to transmit to the Holder on or prior
to the Share Delivery Date, Warrant Shares pursuant to an exercise notice delivered by the Holder and if after such date the Holder is
required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases,
Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such
exercise (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s request (a) pay
in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any)
for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company
was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise
to such purchase obligation was executed, and (b) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause
(a) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing
herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary
Shares upon the exercise of this Warrant as required pursuant to the terms hereof.
| 2 | Insert the purchase price per unit. |
(d) Cashless
Exercise. Notwithstanding anything contained herein to the contrary, if the Registration Statement covering the resale of the Warrant
Shares is not available for the resale of such Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole
or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the
Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Ordinary Shares determined according
to the following formula (a “Cashless Exercise”):
Net Number = (A
x B) - (A x C)
B
For purposes of the
foregoing formula:
| A= | the total number of shares with respect to which this Warrant
is then being exercised. |
| B= | as applicable: (i) the Weighted Average Price of the Ordinary
Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed
and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section
1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) the bid price of the Ordinary Shares on the principal Trading Market as
reported by Bloomberg as of the time of the Holder’s execution of the applicable Exercise Notice, if such Exercise Notice is executed
during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours
after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(a) hereof or (iii) the Weighted Average
Price of the Ordinary Shares on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such
Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on
such Trading Day; |
| C= | the Exercise Price then in effect for the applicable Warrant
Shares at the time of such exercise. |
If Ordinary Shares are issued
pursuant to this Section 1(d), the Company hereby acknowledges and agrees that the Warrant Shares issued in a Cashless Exercise shall
be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the
date this Warrant was originally issued pursuant to the Securities Purchase Agreement. The Company agrees not to take any position contrary
to this Section 1(d).
(e) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section
12.
(f) Beneficial
Ownership Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise
of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms
and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving
effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the number of Ordinary Shares outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution
Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares
issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number
of Ordinary Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned
by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any
other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including
the Series B Warrants) and Pre-funded Warrants beneficially owned by the Holder or any other Attribution Party subject to a limitation
on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).
For purposes of this Warrant, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the exercise of this
Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x)
the Company’s most recent Annual Report on Form 20-F, Report of Foreign Private Issuer on Form 6-K or other public filing with the Securities
and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (3)
any other written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding (the “Reported
Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding
Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of
Ordinary Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership,
as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number
of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction
Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder
for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case,
the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number
was reported. In the event that the issuance of Ordinary Shares to the Holder upon exercise of this Warrant results in the Holder and
the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding
Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other
Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed
null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon
as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder
the exercise price paid by the Holder for the Excess Shares. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms
of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including
for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to
exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect
to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this
paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to
make changes or supplements necessary or desirable to properly give effect to such limitation, and, in addition, with the intention that
Sections 274 and 328 to the Israeli Companies Law, 1999, shall not apply to any of the transactions contemplated under this Warrant. The
limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.
(g) Insufficient
Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized
and unreserved Ordinary Shares to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of Ordinary
Shares equal to 100% of the number of Ordinary Shares as shall from time to time be necessary to effect the exercise of all of this Warrant
then outstanding without regard to any limitation on exercise included herein and assuming that the shares underlying this Warrant are
adjusted based on a Reset Price equal to $[●] (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations,
reclassification, combinations, reverse stock splits, or other similar events occurring after the Subscription Date) (the “Required
Reserve Amount” and the failure to have such sufficient number of authorized and unreserved Ordinary Shares, an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized Ordinary Shares
to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting
the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but
in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its
shareholders for the approval of an increase in the number of authorized Ordinary Shares. In connection with such meeting, the Company
shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase
in authorized Ordinary Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal. Notwithstanding
the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the approval of holders of a majority of
the Ordinary Shares voting at a general meeting to approve the increase in the number of authorized Ordinary Shares, the Company may satisfy
this obligation by obtaining such approval. In the event that upon any exercise of this Warrant, the Company does not have sufficient
authorized shares to deliver in satisfaction of such exercise, then unless the Holder elects to void such attempted exercise, the Holder
may require the Company to pay to the Holder within three (3) Trading Days of the applicable exercise, cash in an amount equal to the
product of (i) the quotient determined by dividing (x) the number of Warrant Shares that the Company is unable to deliver pursuant to
this Section 1(g), by (y) the total number of Warrant Shares issuable upon exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant) and (ii) the Black Scholes Value; provided, that (x) references to “the day immediately
following the public announcement of the applicable Fundamental Transaction” in the definition of “Black Scholes Value”
shall instead refer to “the date the Holder exercises this Warrant and the Company cannot deliver the required number of Warrant
Shares because of an Authorized Share Failure” and (y) clause (iii) of the definition of “Black Scholes Value” shall instead
refer to “the underlying price per share used in such calculation shall be the highest Weighted Average Price during the period beginning
on the date of the applicable date of exercise and the date that the Company makes the applicable cash payment.”
(h) Conversion
of Warrant. If, at any time while this Warrant remains outstanding, (i) the Company shall receive a written notice from the Nasdaq
Stock Market LLC, indicating that the Company is not in compliance with the minimum equity standard requirement for continued listing
set forth in Nasdaq Listing Rule 5550(b)(1) or (ii) on the Trading Day prior to the last day of any of the Company’s fiscal reporting
periods, the Company determines in good faith and after consultation with its independent auditors that the Company will not be in compliance
with Nasdaq Listing Rule 5550(b)(1), then without the need for further consent or action by the Holder or the Company, in the event of
the occurrence of clause (i), the Company or the Holder and in the event of the occurrence of clause (ii), solely the Company, may elect
to convert all or pro rata a part of, the remaining unexercised portion of this Warrant into Ordinary Shares, at a ratio of 1 to 1, such
that each outstanding Warrant shall be converted into one Ordinary Share (the “Conversion”), provided however, that
if, after giving effect to the Conversion, the Holder’s beneficial ownership of Ordinary Shares shall exceed the Maximum Percentage,
the Holder shall be issued with Pre-Funded Warrants, substantially in the form as attached to the Securities Purchase Agreement, in lieu
of Ordinary Shares. For the avoidance of doubt, following the Conversion of this Warrant in whole or in part, the converted portion of
this Warrant shall be deemed exercised and be cancelled and be of no further effect. Notwithstanding anything to the contrary contained
herein, any Conversion election by the Company shall be permitted only to the minimum extent the Company in good faith, after consultation
with its counsel and auditor, determines necessary for the Company to remain in compliance with Nasdaq Listing Rule 5550(b)(1).
2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to
time as follows:
(a) Adjustment
Upon Issuance of Ordinary Shares. If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance
with this Section 2 is deemed to have issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or
held by or for the account of the Company, but excluding Ordinary Shares deemed to have been issued or sold by the Company in connection
with any Excluded Securities) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable
Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing
a “Dilutive Issuance”), then immediately after and subject to the consummation of such Dilutive Issuance, the Exercise
Price then in effect shall be reduced to an amount equal to the New Issuance Price. For the avoidance of doubt, for the purposes of this
Section 2(a), pre-funded warrants to purchase Ordinary Shares shall be treated as Ordinary Shares. For purposes of determining the adjusted
Exercise Price under this Section 2(a), the following shall be applicable:
(i) Issuance
of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one Ordinary Share is
issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise
of any such Option is less than the Applicable Price, then such Ordinary Share shall be deemed to be outstanding and to have been issued
and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 2(a)(i),
the “lowest price per share for which one Ordinary Share is issuable upon the exercise of any such Option or upon conversion, exercise
or exchange of any Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to any one Ordinary Share upon the granting or sale of the
Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such
Option less any consideration paid or payable by the Company with respect to such one Ordinary Share upon the granting or sale of such
Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such
Option. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Ordinary Shares or of such Convertible
Securities upon the exercise of such Options or upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange
of such Convertible Securities.
(ii) Issuance
of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share
for which one Ordinary Share is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such
Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of
such Convertible Securities for such price per share. For the purposes of this Section 2(a)(ii), the “lowest price per share for
which one Ordinary Share is issuable upon the conversion, exercise or exchange thereof” shall be equal to the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to any one Ordinary Share upon the issuance or sale of the
Convertible Security and upon conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by
the Company with respect to such one Ordinary Share upon the issuance or sale of such Convertible Security and upon conversion, exercise
or exchange of such Convertible Security. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Ordinary
Shares upon conversion, exercise or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities
is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this
Section 2(a), no further adjustment of the Exercise Price shall be made by reason of such issue or sale.
(iii) Change
in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible
into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time, the Exercise Price in effect at the time of
such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible
Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate,
as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(a)(iii), if the terms of any Option
or Convertible Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the Ordinary Shares deemed issuable upon exercise, conversion or exchange
thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(a) shall
be made if such adjustment would result in an increase of the Exercise Price then in effect.
(iv) Calculation
of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction, (x) the Options will be deemed to have been issued for twelve and a half cents ($0.125) per Option
(the “Option Value”) and (y) the other securities issued or sold in such integrated transaction shall be deemed to
have been issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or
payable by the Company pursuant to the terms of such other securities of the Company, less (II) the Option Value of such Options. If any
Ordinary Shares, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration
other than cash received therefor will be deemed to be the net amount received by the Company therefor. If any Ordinary Shares, Options
or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company
will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the
amount of consideration received by the Company will be the Closing Sale Price of such publicly traded securities on the date of receipt
of such publicly traded securities. If any Ordinary Shares, Options or Convertible Securities are issued to the owners of the non-surviving
entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed
to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Ordinary Shares,
Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or publicly traded securities
will be determined jointly by the Company and the Required Holders. If such parties are unable to reach agreement within ten (10) days
after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will
be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable
appraiser jointly selected by the Company and the Required Holders. The determination of such appraiser shall be final and binding upon
all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. Notwithstanding anything
to the contrary contained herein, if a calculation pursuant to this Section 2(a)(iv) would result in an Exercise Price that is lower than
the par value of the Ordinary Shares, then the Exercise Price shall be deemed to equal the par value of the Ordinary Shares.
(v) Record
Date. If the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them (A) to receive a dividend
or other distribution payable in Ordinary Shares, Options or in Convertible Securities or (B) to subscribe for or purchase Ordinary
Shares, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the Ordinary Shares
deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting
of such right of subscription or purchase, as the case may be.
(vi) No
Readjustment. For the avoidance of doubt, in the event that following the consummation of a Dilutive Issuance and the Exercise Price
has been adjusted pursuant to this Section 2(a) and the Dilutive Issuance that triggered such adjustment is unwound, cancelled or expires
after the fact for any reason, the Exercise Price will not be readjusted to the Exercise Price that would have been in effect if such
Dilutive Issuance had not occurred or been consummated.
(b) Voluntary
Adjustment By Company. Subject to the rules and regulations of the primary Trading Market, the Company may at any time during the
term of this Warrant, with the prior written consent of the Required Holders, reduce the then current Exercise Price to any amount and
for any period of time deemed appropriate by the Board of Directors of the Company.
(c) Adjustment
Upon Subdivision or Combination of Ordinary Shares. If the Company at any time on or after the Subscription Date subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Ordinary Shares into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant
Shares will be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse
stock split or otherwise) one or more classes of its outstanding Ordinary Shares into a smaller number of shares, the Exercise Price in
effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or
combination becomes effective.
(d) Reset.
On the Reset Date (as such term is defined in the Series B Warrants) for any Registrable Securities, the Exercise Price for such Registrable
Securities shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the
date of determination. Upon such reset of the Exercise Price pursuant to this Section 2(d), the number of Warrant Shares issuable immediately
prior to such reset shall be adjusted to the number of Ordinary Shares determined by multiplying the Exercise Price then in effect immediately
prior to such reset by the number of Warrant Shares acquirable upon exercise of this Warrant for such Registrable Securities immediately
prior to such reset and dividing the product thereof by the Exercise Price resulting from such reset.
(i) Notwithstanding
the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date on which (i)
all Registrable Securities have become and remained registered pursuant to an effective Registration Statement that is available for the
resale of all Registrable Securities, provided, however, if less than all Registrable Securities have become registered for resale on
the date that a Registration Statement is declared effective, the Holder with respect to itself only, shall have the right in its sole
and absolute discretion to deem such condition satisfied, including with regard only to the Registrable Securities that have been so registered,
(ii) the Holder can sell all Registrable Securities pursuant to Rule 144 without restriction or limitation and the Company has not had
a Public Information Failure or (iii) twelve (12) months immediately following the Issuance Date (any such date, an “Exercise
Date”), solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable
Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have commenced on the applicable
date set forth in clause (i), (ii) or (iii) hereof and ended on the twenty-first (21st) Trading Day thereafter and (c) the applicable
Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 2(d). For the avoidance of
doubt, following the calculation of the Reset Price and Reset Share Amount pursuant to this Section 2(d)(i), the Company’s obligations
with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price and Reset Share Amount shall apply to such
exercised Warrants.
(ii) Partial
Reset. If less than all of the Registrable Securities have been registered pursuant to the clause (i) of the definition of Reset Date
and a Holder has deemed the condition satisfied as to such Registrable Securities, then the Reset Date shall apply only to such portion
of the Registrable Securities, and the Company’s obligations will continue to apply with regard to the Registrable Securities for
which the definition of Reset Date has not been not satisfied.
(e) Share
Combination Event Adjustment. In addition to the adjustments set forth in this Section 2, if at any time on or after the Issuance
Date there occurs any share split, reverse share split, share dividend, share combination recapitalization or other similar transaction
involving the Ordinary Shares (each, a “Share Combination Event”, and such date on which the Share Combination Event
is effected, the “Share Combination Event Date”) and the lowest Weighted Average Price of the Ordinary Shares during
the period commencing on the Trading Day immediately following the applicable Share Combination Event Date and ending on the fifth (5th)
Trading Day immediately following the applicable Share Combination Event Date (the “Event Market Price”) (provided
if the Share Combination Event is effective prior to the opening of trading on the Principal Market (or if the Ordinary Shares no longer
trade on the Principal Market, on the primary Eligible Market on which the Ordinary Shares then trade), then, commencing on the Share
Combination Event Date and ending on the fourth (4th) Trading Day immediately following the applicable Share Combination Event
Date (such period, the “Share Combination Adjustment Period”)) is less than the Exercise Price then in effect (after
giving effect to the adjustment in clause 2(c) above), then, at the close of trading on the Principal Market (or if the Ordinary Shares
no longer trade on the Principal Market, on the primary Eligible Market on which the Ordinary Shares then trade) on the last day of the
Share Combination Adjustment Period, the Exercise Price then in effect on such 5th Trading Day shall be reduced (but in no
event increased) to the Event Market Price and the number of Warrant Shares issuable upon exercise of this Warrant hereunder (such resulting
number, the “Share Combination Issuable Shares”) shall be increased such that the aggregate Exercise Price payable
hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price on the Issuance
Date for the Warrant Shares then outstanding. For the avoidance of doubt, if the adjustment in this Section 2(e) would otherwise result
in an increase in the Exercise Price hereunder, no adjustment shall be made, and if this Warrant is exercised, on any date on which the
Holder delivers an Exercise Notice to the Company (an “Exercise Date”) during the Share Combination Adjustment Period,
solely with respect to such portion of this Warrant exercised on such applicable Exercise Date, such applicable Share Combination Adjustment
Period shall be deemed to have ended on, and include, the Trading Day immediately prior to such Exercise Date and the Event Market Price
on such applicable Exercise Date will be the lowest VWAP of the Ordinary Shares immediately prior to the Share Combination Event Date
and ending on, and including the Trading Day immediately prior to such Exercise Date.
(f) Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features),
then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares, as mutually
determined by the Company’s Board of Directors and the Required Holders, so as to protect the rights of the Holder; provided that
no such adjustment pursuant to this Section 2(f) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise
determined pursuant to this Section 2.
2. RIGHTS
UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution of
cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the
issuance of this Warrant and while the Warrant is outstanding, then, in each such case, the Exercise Price shall be adjusted by multiplying
the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution
by a fraction of which the denominator shall be the Weighted Average Price determined as of the record date mentioned above, and of which
the numerator shall be such Weighted Average Price on such record date less the then per share fair market value at such record date of
the portion of such assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding Ordinary Share
as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the
Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one Ordinary Share.
Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned
above.
3. PURCHASE RIGHTS;
FUNDAMENTAL TRANSACTIONS.
(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class
of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary
Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant,
including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or
sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined
for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such
Ordinary Shares as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall
be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the
other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase
Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same
extent as if there had been no such limitation).
(b) Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing
all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this
Section 4(b) pursuant to written agreements in form and substance satisfactory to the Required Holders, including agreements, if so requested
by the Holder, to deliver to each holder of the SPA Warrants in exchange for such SPA Warrants a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise
price equal to the value for the Ordinary Shares reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding
number of shares of capital stock equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Required Holders, and
with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments
to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the occurrence or consummation of such Fundamental Transaction). Any security issuable or potentially issuable to
the Holder pursuant to the terms of this Warrant on the consummation of a Fundamental Transaction that was within the Company’s
control to enter into or to avoid shall be registered and freely tradable by the Holder without any restriction or limitation or the requirement
to be subject to any holding period pursuant to any applicable securities laws. No later than (i)
thirty (30) days prior to the occurrence or consummation of any Fundamental Transaction or (ii) if later, the first Trading Day following
the date the Company first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction, the Company shall deliver
written notice thereof via facsimile or electronic mail and overnight courier to the Holder. Upon the occurrence or consummation
of any Fundamental Transaction that was within the Company’s control to enter into or to avoid, it shall be a required condition
to the occurrence or consummation of any Fundamental Transaction that, the Company and the Successor Entity or Successor Entities, jointly
and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed
to, and be added to the term “Company” under this Warrant (so that from and after the date of such Fundamental Transaction,
each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor
Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally,
may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under
this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named
as the Company in this Warrant, and, solely at the request of the Holder, if the Successor Entity and/or Successor Entities is a publicly
traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without
limiting any right under this Warrant) to the Holder in exchange for this Warrant a security of the Successor Entity and/or Successor
Entities evidenced by a written instrument substantially similar in form and substance to this Warrant and exercisable for a corresponding
number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent
to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this
Warrant) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the
Holder shall be equal to the greater of (A) the quotient of (i) the aggregate dollar value of all consideration (including cash consideration
and any consideration other than cash (“Non-Cash Consideration”), in such Fundamental Transaction, as such values are
set forth in any definitive agreement for the Fundamental Transaction that has been executed at the time of the first public announcement
of the Fundamental Transaction or, if no such value is determinable from such definitive agreement, as determined in accordance with Section
12 with the term “Non-Cash Consideration” being substituted for the term “Exercise Price”) that the Holder would have
been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for
the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction
or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any
limitations on the exercise of this Warrant) (the “Aggregate Consideration”) divided by (ii) the per share Closing Sale
Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction
and (B) the product of (i) the quotient obtained by dividing (x) the Aggregate Consideration, by (y) the Closing Sale Price of the Ordinary
Shares on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (ii) the highest exchange
ratio pursuant to which any shareholder of the Company may exchange Ordinary Shares for Successor Capital Stock) (provided, however,
to the extent that the Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor
Entity would result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall
not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded
common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares
shall be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other Attribution
Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the extent as if there had
been no such limitation), and such security shall be satisfactory to the Holder, and with an identical exercise price to the Exercise
Price hereunder (such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting
after the consummation or occurrence of such Fundamental Transaction the economic value of this Warrant that was in effect immediately
prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence
or consummation of the Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental
Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall
be issued upon exercise of this Warrant at any time after the occurrence or consummation of the Fundamental Transaction, as elected by
the Holder solely at its option, Ordinary Shares, Successor Capital Stock or, in lieu of the Ordinary Shares or Successor Capital Stock
(or other securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction),
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights), which for purposes of clarification may continue to be Ordinary Shares, if any, that the Holder would have been entitled to receive
upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such
Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility
or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the exercise
of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other
rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of Ordinary Shares
are entitled to receive securities, cash, assets or other property with respect to or in exchange for Ordinary Shares (a “Corporate
Event”), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities
shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will
thereafter have the right to receive upon exercise of this Warrant at any time after the occurrence or consummation of the Corporate Event,
Ordinary Shares or Successor Capital Stock or, if so elected by the Holder, in lieu of the Ordinary Shares (or other securities, cash,
assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still
issuable under Sections 3 and 4(a), which shall continue to be receivable on the Ordinary Shares or on the such shares of stock, securities,
cash, assets or any other property otherwise receivable with respect to or in exchange for Ordinary Shares), such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any Ordinary Shares) which
the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility
or other determination date for the event resulting in such Corporate Event, had this Warrant been exercised immediately prior to such
Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard
to any limitations on exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably
satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events.
(c) Notwithstanding
the foregoing, in the event of Fundamental Transaction, at the request of the Holder delivered before the ninetieth (90th)
day after the occurrence or consummation of such Fundamental Transaction, the Company (or the Successor Entity) shall purchase this Warrant
from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective date of the
Fundamental Transaction), cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the
date of such Fundamental Transaction; provided, however, that, if such Fundamental Transaction is not within the Company’s
control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or
any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the
same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders
of Ordinary Shares of the Company in connection with such Fundamental Transaction, whether that consideration be in the form of cash,
stock or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among alternative forms
of consideration in connection with such Fundamental Transaction; provided, further, that if that if holders of Ordinary
Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares will
be deemed to have received ordinary shares of the Successor Entity (which Successor Entity may be the Company following such Fundamental
Transaction) in such Fundamental Transaction.
4. NON-CIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Amended and Restated Articles of Association or
Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and
will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Ordinary
Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as
may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Ordinary Shares upon
the exercise of this Warrant, and (iii) shall, so long as any of the SPA Warrants are outstanding, take all action necessary to reserve
and keep available out of its authorized and unissued Ordinary Shares, solely for the purpose of effecting the exercise of the SPA Warrants,
100% of the number of Ordinary Shares as shall from time to time be necessary to effect the exercise of the SPA Warrants then outstanding
(without regard to any limitations on exercise ).
5. WARRANT HOLDER
NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder
of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of
this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action
(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such
Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the
Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally,
contemporaneously with the giving thereof to the shareholders.
6. REISSUANCE OF WARRANTS.
(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may
request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number
of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing
the right to purchase the number of Warrant Shares not being transferred.
(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the
Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and
deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying
this Warrant.
(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant
Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares
as is designated by the Holder at the time of such surrender; provided, however, that no SPA Warrants for fractional Warrant
Shares shall be given.
(d) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i)
shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the
Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the
Warrant Shares designated by the Holder which, when added to the number of Ordinary Shares underlying the other new Warrants issued in
connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance
date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions
as this Warrant.
7. NOTICES. Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section
9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant
to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality
of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting
forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on
which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Ordinary Shares, (B) with
respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or
other property to holders of Ordinary Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation; provided in each case that such information shall be made known to the public prior to or in conjunction with such
notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise
Notice shall be definitive and may not be disputed or challenged by the Company.
8. AMENDMENT AND WAIVER.
Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of
the Holder.
9. GOVERNING LAW;
JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company 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, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. The Company 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 to the Company at the address set forth in Section 9(f) of the Securities Purchase Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate
to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the
Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment
or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
10. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against
any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect
the interpretation of, this Warrant.
11. DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business Days of receipt
of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree
upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business Days of such disputed determination
or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile or
electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company
and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant.
The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations
or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties
absent demonstrable error.
12. REMEDIES, OTHER
OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other
remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the
Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in
the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies,
to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.
13. TRANSFER. This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company, except
as may otherwise be required by Section 2(f) of the Securities Purchase Agreement.
14. SEVERABILITY. If
any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).
15. DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith
determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries
(as defined in the Securities Purchase Agreement), the Company shall contemporaneously with any such receipt or delivery publicly disclose
such material, nonpublic information on a Report of Foreign Private Issuer on Form 6-K or otherwise. In the event that the Company believes
that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to the
Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume
that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.
16. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following meanings:
(a) “1933
Act” means the Securities Act of 1933, as amended.
(b) “Affiliate”
shall have the meaning ascribed to such term in Rule 405 of the 1933 Act.
(c) “Approved
Stock Plan” means any employee benefit plan or share incentive plan which has been approved by the Board of Directors of the
Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services provided to the Company.
(d) “Attribution
Parties” means, collectively, the following Persons: (i) any investment vehicle, including, any funds, feeder funds or managed
accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment
manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any
Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons
whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s and the other Attribution Parties for
purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other
Attribution Parties to the Maximum Percentage.
(e) “Black
Scholes Value” means the value of this Warrant calculated using the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction,
or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, for pricing purposes
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this
Warrant as of such date of request, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from
the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction,
or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, (iii) the underlying
price per share used in such calculation shall be the greater of (x) the highest Weighted Average Price of the Ordinary Shares during
the period beginning on the Trading Day prior to the execution of definitive documentation relating to the applicable Fundamental Transaction
and ending on (A) the Trading Day immediately following the public announcement of such Fundamental Transaction, if the applicable Fundamental
Transaction is publicly announced or (B) the Trading Day immediately following the consummation of the applicable Fundamental Transaction
if the applicable Fundamental Transaction is not publicly announced and (y) the sum of the price per share being offered in cash, if any,
plus the value of any non-cash consideration, if any, being offered in the Fundamental Transaction, (iv) a zero cost of borrow and (v)
a 360 day annualization factor.
(f) “Bloomberg”
means Bloomberg Financial Markets.
(g) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.
(h) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last
closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins
to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then
the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or
last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed
or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of
such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported on the Pink Open Market. If the Closing Bid Price or the Closing Sale
Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale
Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved
pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.
(i)
Intentionally omitted.
(j) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for Ordinary Shares.
(k) Intentionally
omitted.
(l) “Eligible
Market” means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, The New York
Stock Exchange, Inc., the OTC QB or the OTC QX.
(m) “Excluded
Securities” means any Ordinary Shares issued or issuable or deemed to be issued in accordance with Section 2(a) hereof by the
Company: (i) under any Approved Stock Plan, (ii) upon exercise of any SPA Warrants, any Series B Warrants and any Pre-funded Warrants,
in each case, issued pursuant to the Securities Purchase Agreement; provided, that the terms of such SPA Warrants, Series B Warrants
and Pre-funded Warrants are not amended, modified or changed on or after the Subscription Date, (iii) upon conversion, exercise or exchange
of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date; provided,
that such issuance of Ordinary Shares upon exercise of such Options or Convertible Securities is made pursuant to the terms of such Options
or Convertible Securities in effect on the date immediately preceding the Subscription Date and such Options or Convertible Securities
are not amended, modified or changed on or after the Subscription Date (iv) upon a dividend or distribution to all holders of Ordinary
Shares (including pursuant to a rights plan) or (v) upon a stock split, reverse stock split, distribution of bonus shares, combination
or other recapitalization events.
(n) “Expiration
Date” means the date sixty-six (66) months after the Issuance Date or, if such date falls on a day other than a Business Day
or on which trading does not take place on the Principal Market (a “Holiday”), the next day that is not a Holiday.
(o) Intentionally
omitted.
(p) Intentionally
omitted.
(q) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another
Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of
the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,
or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Ordinary Shares be subject
to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least (x)
50% of the outstanding Ordinary Shares, (y) 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all Subject
Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were
not outstanding; or (z) such number of Ordinary Shares such that all Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3
under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (iv) consummate a stock purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject
Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding Ordinary
Shares, (y) at least 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all the Subject Entities making
or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were
not outstanding; or (z) such number of Ordinary Shares such that the Subject Entities become collectively the beneficial owners (as defined
in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (v) reorganize, recapitalize or reclassify its
Ordinary Shares, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or
more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding Ordinary Shares, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever,
of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares, (y) at least
50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares not held by all such Subject Entities
as of the Subscription Date calculated as if any Ordinary Shares held by all such Subject Entities were not outstanding, or (z) a percentage
of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or other equity securities of the Company
sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of
the Company to surrender their Ordinary Shares without approval of the shareholders of the Company or (C) directly or indirectly, including
through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument
or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary
to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such
instrument or transaction.
(r) “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.
(s)
Intentionally omitted.
(t) Intentionally
omitted.
(u) “Options”
means any rights, warrants or options to subscribe for or purchase (i) Ordinary Shares or (ii) Convertible Securities.
(v) “Ordinary
Shares” means (i) the Company’s ordinary shares, no par value, and (ii) any share capital into which such Ordinary
Shares shall have been changed or any share capital resulting from a reclassification, reorganization or reclassification of such Ordinary
Shares.
(w) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose
common capital or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required Holders, any
other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated
by the Required Holders or in the absence of such designation, such Person or entity with the largest public market capitalization as
of the date of consummation of the Fundamental Transaction.
(x) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(y) “Pre-funded
Warrants” shall have the meaning ascribed to such term in the Securities Purchase Agreement.
(z) “Principal
Market” means The Nasdaq Capital Market.
(aa) Intentionally omitted.
(bb) Intentionally omitted.
(cc) Intentionally omitted.
(dd) Intentionally omitted.
(ee) “Registration
Rights Agreement” means that certain Registration Rights Agreement dated as of the Subscription Date by and among the Company
and the Buyers.
(ff) “Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale by the Buyers of the Registrable Securities (as defined in the Registration Rights Agreement).
(gg) “Required
Holders” means the holders of the SPA Warrants representing at least a majority of the Ordinary Shares underlying the SPA Warrants
then outstanding.
(hh) Intentionally omitted.
(ii) “Reset
Date” shall have the meaning ascribed to such term in the Series B Warrants.
(jj) “Reset Price”
shall have the meaning ascribed to such term in the Series B Warrants.
(kk) Intentionally omitted.
(ll) Intentionally
omitted.
(mm) “Series B
Warrants” shall have the meaning ascribed to such term in the Securities Purchase Agreement.
(nn) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Eligible
Market with respect to the Ordinary Shares as in effect on the date of delivery of the applicable Exercise Notice.
(oo) “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.
(pp) “Successor
Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or the Parent
Entity) with which such Fundamental Transaction shall have been entered into.
(qq) Intentionally omitted.
(rr) Intentionally
omitted.
(ss) “Trading Day”
means any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading
market for the Ordinary Shares on such day, then on the principal securities exchange or securities market on which the Ordinary Shares
are then traded.
(tt) “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the
official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is
the official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not
apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such
security during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly announces is the official
open of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close
of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such
hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as
reported on the Pink Open Market. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the
foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the
Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance Date set out above.
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JEFFS’ BRANDS LTD |
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By: |
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Name: |
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Title: |
EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS
WARRANT TO PURCHASE ORDINARY SHARES
JEFFS’ BRANDS LTD
The undersigned holder hereby
exercises the right to purchase _________________ Ordinary Shares (“Warrant Shares”) of Jeffs’ Brands Ltd, an Israeli
company (the “Company”), evidenced by the attached Warrant to Purchase Ordinary Shares (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
1. Form of Exercise Price.
The Holder intends that payment of the Exercise Price shall be made as:
____________ a “Cash
Exercise” with respect to _________________ Warrant Shares; and/or
____________ a “Cashless
Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation of the Company to the Holder of
__________ Ordinary Shares representing the applicable Net Number.
2. Payment of Exercise Price.
In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto,
the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the
Warrant.
3. Delivery of Warrant Shares.
The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.
Date: _______________ __, ______
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| Name of Registered Holder |
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| By: |
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Name: |
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Title: |
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ACKNOWLEDGMENT
The Company hereby acknowledges
this Exercise Notice and hereby directs VStock Transfer LLC to issue the above indicated number of Ordinary Shares in accordance with
the Transfer Agent Instructions dated ________ __, 2024 from the Company and acknowledged and agreed to by VStock Transfer LLC.
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JEFFS’ BRANDS LTD |
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By: |
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Name: |
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Title: |
Exhibit
4.2
[FORM
OF SERIES B WARRANT]
NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
JEFFS’
BRANDS LTD
Series
B Warrant To Purchase Ordinary Shares
Warrant
No.: ______
Number
of Ordinary Shares: _____________
Date
of Issuance: [___], 2024 (“Issuance Date”)
Jeffs’
Brands Ltd, an Israeli company (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof
or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof, but not after 11:59 p.m.,
New York time, on the Expiration Date, (as defined below), up to a maximum of ___________ (________________)1 fully paid
nonassessable Ordinary Shares, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise
defined herein, capitalized terms in this Warrant to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued
in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This
Warrant is one of the Series B Warrants to purchase Ordinary Shares (the “SPA Warrants”) issued pursuant to Section
1 of that certain Securities Purchase Agreement, dated as of [●], 2024 (the “Subscription Date”), by and among
the Company and the investors (the “Buyers”) referred to therein (the “Securities Purchase Agreement”).
Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Securities Purchase
Agreement.
| 1 | Insert
the number of shares of Ordinary Shares equal to the difference obtained by subtracting (i) the sum of the aggregate number of Purchased
Shares and Ordinary Shares issuable upon exercise in full of the Pre-funded Warrants (without regard to any limitation on exercise contained
therein) purchased by the Holder pursuant to the Securities Purchase Agreement on the Issuance Date, from (ii) the quotient obtained
by dividing (x) the aggregate Purchase Price (as defined in the Securities Purchase Agreement) paid by the Holder pursuant to the Securities
Purchase Agreement, by (y) 20% of the Nasdaq Minimum Price. |
1. EXERCISE
OF WARRANT.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder at any time or times on or after the Issuance Date, in whole or in part, by (i) delivery
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election
to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the
number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire
transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise
(as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder.
Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation
of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or
before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall
transmit by electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer
agent (the “Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number
of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder delivers the Exercise
Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to
the Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”)
(provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading
Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer
Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (A) the
Warrant Shares are subject to an effective resale registration statement in favor of the Holder or (B) if exercised via Cashless Exercise,
at a time when Rule 144 would be available for resale of the Warrant Shares by the Holder, credit such aggregate number of Warrant Shares
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit
/ Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program
or (A) the Warrant Shares are not subject to an effective resale registration statement in favor of the Holder and (B) if exercised via
Cashless Exercise, at a time when Rule 144 would not be available for resale of the Warrant Shares by the Holder, deliver to the Holder,
book entry statements evidencing the Warrant Shares, for the number of Warrant Shares to which the Holder is entitled pursuant to such
exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to
the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the
date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the book entry statements evidencing such
Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the
number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired
upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise
and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant
Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant
is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares
to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect
to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant
Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding
any provision of this Warrant to the contrary, no more than the Maximum Eligibility Number of Warrant Shares shall be exercisable hereunder.
(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $0.00001 per share, subject to adjustment as provided
herein.
(c) Company’s
Failure to Timely Deliver Securities. If the Company shall fail to cause its Transfer Agent to transmit to the Holder on or prior
to the Share Delivery Date, Warrant Shares pursuant to an exercise notice delivered by the Holder and if after such date the Holder is
required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases,
Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s request, (a) pay
in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any)
for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company
was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise
to such purchase obligation was executed, and (b) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause
(a) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing
herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary
Shares upon the exercise of this Warrant as required pursuant to the terms hereof.
(d) Cashless
Exercise. While the Series B Warrants are outstanding, the Company will use its best efforts to maintain the effectiveness of the
Registration Statement. Notwithstanding anything contained herein to the contrary, if the Registration Statement covering the resale
of the Warrant Shares is not available for the resale of such Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant
in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment
of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Ordinary Shares determined
according to the following formula (a “Cashless Exercise”):
Net
Number = (A x B) - (A x C)
B
For
purposes of the foregoing formula:
| A= | the
total number of shares with respect to which this Warrant is then being exercised. |
| B= | as
applicable: (i) the Weighted Average Price of the Ordinary Shares on the Trading Day immediately preceding the date of the applicable
Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading
Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading
hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the
bid price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s execution
of the applicable Exercise Notice, if such Exercise Notice is executed during “regular trading hours” on a Trading Day and
is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on
a Trading Day) pursuant to Section 1(a) hereof or (iii) the Weighted Average Price of the Ordinary Shares on the date of the applicable
Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant
to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day; |
| C= | the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. |
If
Ordinary Shares are issued pursuant to this Section 1(d), the Company hereby acknowledges and agrees that the Warrant Shares issued in
a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed
to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. The Company agrees not
to take any position contrary to this Section 1(d).
(e) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section
12.
(f) Beneficial
Ownership Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise
of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms
and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving
effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the number of Ordinary Shares outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution
Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary
Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude
the number of Ordinary Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants,
including the Series A Warrants) and Pre-funded Warrants beneficially owned by the Holder or any other Attribution Party subject to a
limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934
Act”). For purposes of this Warrant, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the
exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as
reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report of Foreign Private Issuer on Form 6-K or other public filing
with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by
the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding
(the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when
the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the
Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause
the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify
the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such
purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to
the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request
of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number
of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since
the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder
upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate,
more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the
number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum
Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall
not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares
has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. For
purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not
be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934
Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any
effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)
to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended
beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give
effect to such limitation, and, in addition, with the intention that Sections 274 and 328 to the Israeli Companies Law, 1999, shall not
apply to any of the transactions contemplated under this Warrant. The limitation contained in this paragraph may not be waived and shall
apply to a successor holder of this Warrant.
(g) Insufficient
Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized
and unreserved Ordinary Shares to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of Ordinary
Shares equal to 100% of the number of Ordinary Shares as shall from time to time be necessary to effect the exercise of all of this Warrant
then outstanding without regard to any limitation on exercise included herein and assuming that the Maximum Eligibility Number is being
determined based on a Reset Price equal to $[●]2 (as adjusted for stock splits, stock dividends, recapitalizations,
reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Subscription Date)
(the “Required Reserve Amount” and the failure to have such sufficient number of authorized and unreserved Ordinary
Shares, an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the
Company’s authorized Ordinary Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant
then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence
of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the
Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized Ordinary Shares. In connection
with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’
approval of such increase in authorized Ordinary Shares and to cause its board of directors to recommend to the shareholders that they
approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain
the approval of holders of a majority of the shares voting at a general meeting to approve the increase in the number of authorized Ordinary
Shares, the Company may satisfy this obligation by obtaining such approval. In the event that upon any exercise of this Warrant, the
Company does not have sufficient authorized shares to deliver in satisfaction of such exercise, then unless the Holder elects to void
such attempted exercise, the Holder may require the Company to pay to the Holder within three (3) Trading Days of the applicable exercise,
cash in an amount equal to the product of (i) the quotient determined by dividing (x) the number of Warrant Shares that the Company is
unable to deliver pursuant to this Section 1(g), by (y) the total number of Warrant Shares issuable upon exercise of this Warrant (without
regard to any limitations or restrictions on exercise of this Warrant) and (ii) the Black Scholes Value; provided, that (x) references
to “the day immediately following the public announcement of the applicable Fundamental Transaction” in the definition of “Black
Scholes Value” shall instead refer to “the date the Holder exercises this Warrant and the Company cannot deliver the required
number of Warrant Shares because of an Authorized Share Failure” and (y) clause (iii) of the definition of “Black Scholes Value”
shall instead refer to “the underlying price per share used in such calculation shall be the highest Weighted Average Price during
the period beginning on the date of the applicable date of exercise and the date that the Company makes the applicable cash payment.”
2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to
time as follows:
(a) Maximum
Eligibility Number Reset. The Maximum Eligibility Number shall be increased (but not decreased) on the Reset Date to equal the Reset
Share Amount.
(i) Notwithstanding
the foregoing, if a Holder requests to exercise this Warrant in whole or in part, on any given date prior to the Reset Date on which
(i) all Registrable Securities have become and remained registered pursuant to an effective Registration Statement that is available
for the resale of all Registrable Securities, provided, however, if less than all Registrable Securities have become registered for resale
on the date that a Registration Statement is declared effective, the Holder with respect to itself only, shall have the right in its
sole and absolute discretion to deem such condition satisfied, including with regard only to the Registrable Securities that have been
so registered, (ii) the Holder can sell all Registrable Securities pursuant to Rule 144 without restriction or limitation and the Company
has not had a Public Information Failure or (iii) twelve (12) months immediately following the Issuance Date (any such date, an “Exercise
Date”), solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable
Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have commenced on the applicable
date set forth in clause (i), (ii) or (iii) hereof and ended on the twenty-first (21st) Trading Day thereafter and (c) the applicable
Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 2(a). For the avoidance of
doubt, following the calculation of the Reset Price and Reset Share Amount pursuant to this Section 2(a)(i), the Company’s obligations
with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price and Reset Share Amount shall apply to
such exercised Warrants.
| 2 | Insert the price equal to 20% of the Nasdaq Minimum Price. |
(b) Adjustment
Upon Subdivision or Combination of Ordinary Shares. If the Company at any time on or after the Subscription Date subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Ordinary Shares into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant
Shares will be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse
stock split or otherwise) one or more classes of its outstanding Ordinary Shares into a smaller number of shares, the Exercise Price
in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(b) shall become effective at the close of business on the date the subdivision or
combination becomes effective.
(c) Partial
Reset. If less than all of the Registrable Securities have been registered pursuant to the clause (i) of the definition of Reset
Date and a Holder has deemed the condition satisfied as to such Registrable Securities, then the Reset Date shall apply only to such
portion of the Registrable Securities, and the Company’s obligations will continue to apply with regard to the Registrable Securities
for which the definition of Reset Date has not been not satisfied.
3. RIGHTS
UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to
acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the
issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise
of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum
Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as
of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however,
that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and
shall not be entitled to beneficial ownership of such Ordinary Shares as a result of such Distribution (and beneficial ownership) to
such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times as
its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or
times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent
Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).
4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class
of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary
Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant,
including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be
determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership
of such Ordinary Shares as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such
extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right
(and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in
abeyance) to the same extent as if there had been no such limitation).
(b) Fundamental
Transactions. The Company shall not enter into a Fundamental Transaction unless the Successor Entity assumes in writing all of the
obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(b)
pursuant to written agreements in form and substance satisfactory to the Required Holders, including agreements , if so requested by
the Holder, to deliver to each holder of the SPA Warrants in exchange for such SPA Warrants a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise
price equal to the value for the Ordinary Shares reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding
number of shares of capital stock equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Required Holders,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments
to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the occurrence or consummation of such Fundamental Transaction). Any security issuable or potentially issuable to
the Holder pursuant to the terms of this Warrant on the consummation of a Fundamental Transaction that was within the Company’s
control to enter into or to avoid shall be registered and freely tradable by the Holder without any restriction or limitation or the
requirement to be subject to any holding period pursuant to any applicable securities laws. No
later than (i) thirty (30) days prior to the occurrence or consummation of any Fundamental Transaction or (ii) if later, the first Trading
Day following the date the Company first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction, the Company
shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder. Upon the occurrence
or consummation of any Fundamental Transaction that was within the Company’s control to enter into or to avoid, it shall be a required
condition to the occurrence or consummation of any such Fundamental Transaction that, the Company and the Successor Entity or Successor
Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly
and severally succeed to, and be added to the term “Company” under this Warrant (so that from and after the date of such Fundamental
Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company
and the Successor Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities,
jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the
Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly
and severally, had been named as the Company in this Warrant, and, solely at the request of the Holder, if the Successor Entity and/or
Successor Entities is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, shall
deliver (in addition to and without limiting any right under this Warrant) to the Holder in exchange for this Warrant a security of the
Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Warrant
and exercisable for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor
Capital Stock”) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to
any limitations on the exercise of this Warrant) prior to such Fundamental Transaction (such corresponding number of shares of Successor
Capital Stock to be delivered to the Holder shall be equal to the greater of (A) the quotient of (i) the aggregate dollar value of all
consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”), in such
Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that has been executed
at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable from such definitive
agreement, as determined in accordance with Section 12 with the term “Non-Cash Consideration” being substituted for the term
“Exercise Price”) that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or
the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised
immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such
Fundamental Transaction (without regard to any limitations on the exercise of this Warrant) (the “Aggregate Consideration”)
divided by (ii) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation
or occurrence of the Fundamental Transaction and (B) the product of (i) the quotient obtained by dividing (x) the Aggregate Consideration,
by (y) the Closing Sale Price of the Ordinary Shares on the Trading Day immediately prior to the consummation or occurrence of the Fundamental
Transaction and (ii) the highest exchange ratio pursuant to which any shareholder of the Company may exchange Ordinary Shares for Successor
Capital Stock) (provided, however, to the extent that the Holder’s right to receive any such shares of publicly traded
common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the
Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled
to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such
consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its
right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times
the Holder shall be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory
to the Holder, and with an identical exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital
stock and such exercise price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction
the economic value of this Warrant that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction,
as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction that
was within the Company’s control to enter into or to avoid, and it shall be a required condition to the occurrence or consummation
of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the occurrence or consummation of the Fundamental Transaction,
as elected by the Holder solely at its option, Ordinary Shares, Successor Capital Stock or, in lieu of the Ordinary Shares or Successor
Capital Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental
Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or
subscription rights), which for purposes of clarification may continue to be Ordinary Shares, if any, that the Holder would have been
entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the
event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or
the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations
on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution
for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction that
was within the Company’s control to enter into or to avoid, pursuant to which holders of Ordinary Shares are entitled to
receive securities, cash, assets or other property with respect to or in exchange for Ordinary Shares (a “Corporate Event”),
the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that,
and it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have
the right to receive upon exercise of this Warrant at any time after the occurrence or consummation of the Corporate Event, Ordinary
Shares or Successor Capital Stock or, if so elected by the Holder, in lieu of the Ordinary Shares (or other securities, cash, assets
or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable
under Sections 3 and 4(a), which shall continue to be receivable on the Ordinary Shares or on the such shares of stock, securities, cash,
assets or any other property otherwise receivable with respect to or in exchange for Ordinary Shares), such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any Ordinary Shares) which
the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility
or other determination date for the event resulting in such Corporate Event, had this Warrant been exercised immediately prior to such
Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard
to any limitations on exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably
satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events.
5. NON-CIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Amended and Restated Articles of Association or
Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect
the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of
any Ordinary Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such
actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Ordinary
Shares upon the exercise of this Warrant, and (iii) shall, so long as any of the SPA Warrants are outstanding, take all action necessary
to reserve and keep available out of its authorized and unissued Ordinary Shares, solely for the purpose of effecting the exercise of
the SPA Warrants, 100% of the number of Ordinary Shares as shall from time to time be necessary to effect the exercise of the SPA Warrants
then outstanding (without regard to any limitations on exercise and assuming that the Maximum Eligibility Number is being determined
based on a Reset Price equal to $[●]3 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations,
reclassification, combinations, reverse stock splits or other similar events occurring after the Subscription Date)).
6. WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as
a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity
as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding
this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders
of the Company generally, contemporaneously with the giving thereof to the shareholders.
7. REISSUANCE
OF WARRANTS.
(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may
request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total
number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder
representing the right to purchase the number of Warrant Shares not being transferred.
(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the
Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute
and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then
underlying this Warrant.
(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant
Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares
as is designated by the Holder at the time of such surrender; provided, however, that no SPA Warrants for fractional Warrant
Shares shall be given.
| 3 | Insert price equal to 20% of the Nasdaq Minimum Price. |
(d) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase
the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c),
the Warrant Shares designated by the Holder which, when added to the number of Ordinary Shares underlying the other new Warrants issued
in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance
date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions
as this Warrant.
8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions
taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting
the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Exercise
Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior
to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Ordinary
Shares, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants,
securities or other property to holders of Ordinary Shares or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation; provided in each case that such information shall be made known to the public prior to or in conjunction
with such notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder
in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.
9. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder.
10. GOVERNING
LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the
State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company
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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. The Company 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 to the Company at the address set forth in Section 9(f)
of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company
in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for
such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
11. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against
any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect
the interpretation of, this Warrant.
12. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares,
the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business
Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business Days
of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business
Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days
from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation,
as the case may be, shall be binding upon all parties absent demonstrable error.
13. REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any
failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees
that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security
being required.
14. TRANSFER. This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company, except
as may otherwise be required by Section 2(f) of the Securities Purchase Agreement.
15. SEVERABILITY. If
any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).
16. DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith
determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its
Subsidiaries (as defined in the Securities Purchase Agreement), the Company shall contemporaneously with any such receipt or delivery
publicly disclose such material, nonpublic information on a Report of Foreign Private Issuer on Form 6-K or otherwise. In the event that
the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company
so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder
shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the
Company or its Subsidiaries.
17. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “1933
Act” means the Securities Act of 1933, as amended.
(b) “Affiliate”
shall have the meaning ascribed to such term in Rule 405 of the 1933 Act.
(c) Intentionally
omitted.
(d) “Attribution
Parties” means, collectively, the following Persons: (i) any investment vehicle, including, any funds, feeder funds or managed
accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment
manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any
Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons
whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s and the other Attribution Parties for
purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other
Attribution Parties to the Maximum Percentage.
(e) “Black
Scholes Value” means the value of this Warrant calculated using the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction,
or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, for pricing purposes
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this
Warrant as of such date of request, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from
the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction,
or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, (iii) the underlying
price per share used in such calculation shall be the greater of (x) the highest Weighted Average Price of the Ordinary Shares during
the period beginning on the Trading Day prior to the execution of definitive documentation relating to the applicable Fundamental Transaction
and ending on (A) the Trading Day immediately following the public announcement of such Fundamental Transaction, if the applicable Fundamental
Transaction is publicly announced or (B) the Trading Day immediately following the consummation of the applicable Fundamental Transaction
if the applicable Fundamental Transaction is not publicly announced and (y) the sum of the price per share being offered in cash, if
any, plus the value of any non-cash consideration, if any, being offered in the Fundamental Transaction, (iv) a zero cost of borrow and
(v) a 360 day annualization factor.
(f) “Bloomberg”
means Bloomberg Financial Markets.
(g) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.
(h) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and
last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market
begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may
be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing
bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security
is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,
of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no
closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the
ask prices, respectively, of any market makers for such security as reported on the Pink Open Market. If the Closing Bid Price or the
Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination,
reclassification or other similar transaction during the applicable calculation period.
(i) “Closing
Date” shall have the meaning ascribed to such term in the Securities Purchase Agreement.
(j) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for Ordinary Shares.
(k) Intentionally
omitted.
(l) “Eligible
Market” means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, The New York
Stock Exchange, Inc., the OTC QB or the OTC QX.
(m) Intentionally
omitted.
(n) “Expiration
Date” means the date sixty -six (66) months after the Issuance Date or, if such date falls on a day other than a Business Day
or on which trading does not take place on the Principal Market (a “Holiday”), the next day that is not a Holiday.
(o) Reserved.
(p) Reserved.
(q) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)
another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or
assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject
Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Ordinary Shares
be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of
more than either (x) 50% of the outstanding Ordinary Shares, (y) 50% of the outstanding Ordinary Shares calculated as if any Ordinary
Shares held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender
or exchange offer were not outstanding; or (z) such number of Ordinary Shares such that all Subject Entities making or party to, or Affiliated
with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined
in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding Ordinary Shares, or (iv) consummate a stock purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) more than
50% of the outstanding Ordinary Shares, (y) more than 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held
by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement
or other business combination were not outstanding; or (z) such number of Ordinary Shares such that the Subject Entities become collectively
the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding Ordinary Shares, or (v) reorganize,
recapitalize or reclassify its Ordinary Shares, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates
or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to
be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through
acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Ordinary Shares, merger, consolidation,
business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification
or otherwise in any manner whatsoever, of either (x) more than 50% of the aggregate ordinary voting power represented by issued and outstanding
Ordinary Shares, (y) more than 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares not held
by all such Subject Entities as of the Subscription Date calculated as if any Ordinary Shares held by all such Subject Entities were
not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or
other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction
requiring other shareholders of the Company to surrender their Ordinary Shares without approval of the shareholders of the Company or
(C) directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance
of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of
this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.
(r) “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.
(s)
“Maximum Eligibility Number” means initially zero (0) and such number shall be increased (but not decreased) on the
Reset Date in accordance with Section 2(a), subject to any exercise pursuant to Section 2(c).
(t) Intentionally
omitted.
(u) “Options”
means any rights, warrants or options to subscribe for or purchase (i) Ordinary Shares or (ii) Convertible Securities.
(v) “Ordinary
Shares” means (i) the Company’s ordinary shares, no par value, and (ii) any share capital into which such Ordinary
Shares shall have been changed or any share capital resulting from a reclassification, reorganization or reclassification of such Ordinary
Shares.
(w) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose
common capital or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required Holders, any
other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated
by the Required Holders or in the absence of such designation, such Person or entity with the largest public market capitalization as
of the date of consummation of the Fundamental Transaction.
(x) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(y) “Pre-funded
Warrants” shall have the meaning ascribed to such term in the Securities Purchase Agreement.
(z) “Principal
Market” means The Nasdaq Capital Market.
(aa) “Public
Information Failure” shall have the meaning ascribed to such term in the Securities Purchase Agreement.
(bb) “Purchase
Price” shall have the meaning ascribed to such term in the Securities Purchase Agreement.
(cc) “Purchased
Shares” shall have the meaning ascribed to such term in the Securities Purchase Agreement.
(dd) “Registrable
Securities” shall have the meaning ascribed to such term in the Registration Rights Agreement.
(ee) “Registration
Rights Agreement” means that certain Registration Rights Agreement dated as of the Subscription Date by and among the Company
and the Buyers.
(ff) “Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale by the Buyers of the Registrable Securities (as defined in the Registration Rights Agreement).
(gg) “Required
Holders” means the holders of the SPA Warrants representing at least a majority of the Ordinary Shares underlying the SPA Warrants
then outstanding.
(hh) “Reset
Date” means the date that is the earliest of the following dates, (i) the date on which for thirty (30) consecutive Trading
Days all Registrable Securities have become and remained registered pursuant to an effective Registration Statement that is available
for the resale of all Registrable Securities, provided, however, if less than all Registrable Securities have become registered
for resale on the date that a Registration Statement is declared effective, the Holder with respect to itself only, shall have the right
in its sole and absolute discretion to deem such condition satisfied, including with regard only to the Registrable Securities that have
been so registered, (ii) the date on which the Holder, for thirty (30) consecutive Trading Days can sell all Registrable Securities pursuant
to Rule 144 without restriction or limitation and the Company has not had a Public Information Failure or (iii) twelve (12) months and
thirty (30) Trading Days immediately following the Issuance Date.
(ii) “Reset
Period” means the period commencing on the thirty-first (31st) Trading Day immediately preceding the Reset Date and
ending on the eleventh (11th) Trading Day immediately preceding the Reset Date.
(jj) “Reset
Price” means the greater of (i) the lowest daily Weighted Average Price of the Ordinary Shares during the Reset Period and (ii)
$[●]4 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events occurring after the Subscription Date).
(kk) “Reset
Share Amount” means the number of Ordinary Shares equal to the number (if positive) obtained by subtracting (I) the sum of (x)
the number of Purchased Shares purchased by the Holder on the Closing Date pursuant to the Securities Purchase Agreement (as adjusted
for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other
similar events occurring after the Subscription Date) and (y) the number of Ordinary Shares issuable upon exercise in full of any Pre-funded
Warrants (without regard to any limitation on exercise contained therein) purchased by the Holder on the Closing Date pursuant to the
Securities Purchase Agreement (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events occurring after the Subscription Date), from (II) the quotient determined by dividing (x)
the sum of (i) the aggregate Purchase Price paid by the Holder on the Closing Date and (ii) the aggregate of all exercise prices paid
or payable by the Holder upon exercise in full of the Pre-Funded Warrants, by (y) the applicable Reset Price determined as of the Reset
Date.
| 4 | Insert price equal to 20% of the Nasdaq Minimum Price. |
(ll)
Intentionally omitted.
(mm) “Series
A Warrants” shall have the meaning ascribed to such term in the Securities Purchase Agreement.
(nn) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Eligible
Market with respect to the Ordinary Shares as in effect on the date of delivery of the applicable Exercise Notice.
(oo) “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.
(pp) “Successor
Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or the Parent
Entity) with which such Fundamental Transaction shall have been entered into.
(qq) Intentionally
omitted.
(rr)
Intentionally omitted.
(ss) “Trading
Day” means any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the Ordinary Shares on such day, then on the principal securities exchange or securities market on which the Ordinary
Shares are then traded.
(tt) “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the
official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is
the official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not
apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for
such security during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly announces is the
official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official
close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg
for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security
as reported on the Pink Open Market. If the Weighted Average Price cannot be calculated for a security on a particular date on any of
the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by
the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such
dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance Date set
out above.
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JEFFS’ BRANDS LTD |
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By: |
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Name: |
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Title: |
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EXHIBIT
A
EXERCISE
NOTICE
TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT
TO PURCHASE ORDINARY SHARES
JEFFS’
BRANDS LTD
The
undersigned holder hereby exercises the right to purchase _________________ Ordinary Shares (“Warrant Shares”) of Jeffs’
Brands Ltd, an Israeli company (the “Company”), evidenced by the attached Warrant to Purchase Ordinary Shares (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:
____________
a “Cash Exercise” with respect to _________________ Warrant Shares; and/or
____________
a “Cashless Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation of the Company
to the Holder of __________ Ordinary Shares representing the applicable Net Number.
2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in
accordance with the terms of the Warrant.
3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.
Date:
_______________ __, ______
________________________
Name
of Registered Holder
ACKNOWLEDGMENT
The
Company hereby acknowledges this Exercise Notice and hereby directs VStock Transfer LLC to issue the above indicated number of Ordinary
Shares in accordance with the Transfer Agent Instructions dated ________ __, 2024 from the Company and acknowledged and agreed to by
VStock Transfer LLC.
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JEFFS’ BRANDS LTD |
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By: |
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Name: |
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Title: |
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Exhibit 4.3
[FORM OF PRE-FUNDED WARRANT]
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
JEFFS’ BRANDS LTD
Pre-funded
Warrant To Purchase Ordinary Shares
Warrant No.: ________
Number of Ordinary Shares: _____________
Date of Issuance: [___], 2024 (“Issuance Date”)
Jeffs’ Brands Ltd, an
Israeli corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, at any time or times on or after the date hereof until this Warrant is exercised in full ______________
(_____________)1 fully paid and nonassessable Ordinary Shares, subject to adjustment as provided herein (the “Warrant
Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Ordinary Shares (including any
Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have
the meanings set forth in Section 17. This Warrant is one of the Pre-funded Warrants (the “SPA Warrants”) issued pursuant
to Section 1 of that certain Securities Purchase Agreement, dated as of January [●], 2024 (the “Subscription Date”),
by and among the Company and the investors (the “Buyers”) party thereto (the “Securities Purchase Agreement”).
Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Securities Purchase
Agreement.
| 1 | Insert the number of Ordinary Shares set forth opposite the
Holder’s name in column (5) of the Schedule of Buyers attached to the Securities Purchase Agreement. |
1.
EXERCISE OF WARRANT.
(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Issuance Date, in whole or in part,
by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise
Price”) in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised
pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order
to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall
have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining
number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the
Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to
the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the earlier of (i) the second
(2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the
date on which the Holder delivers the Exercise Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or
notice of a Cashless Exercise) on or prior to the Trading Day following the date on which the Company has received the Exercise Notice
(the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the
Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered),
the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast
Automated Securities Transfer Program and (A) the Warrant Shares are subject to an effective resale registration statement in favor of
the Holder or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for resale of the Warrant Shares by the
Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is
not participating in the DTC Fast Automated Securities Transfer Program or (A) the Warrant Shares are not subject to an effective resale
registration statement in favor of the Holder and (B) if exercised via Cashless Exercise, at a time when Rule 144 would not be available
for resale of the Warrant Shares by the Holder, deliver to the Holder book entry statements evidencing the Warrant Shares registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is
entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and
expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the book entry
statements evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to
this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant
Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days
after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the
number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number
of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and
deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.
(b)
Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.00001 per Warrant
Share, was pre-funded to the Company on or prior to the Issuance Date and, consequently, no additional consideration (other than the nominal
exercise price of $0.00001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this
Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under
any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised. The remaining unpaid
exercise price per Ordinary Share under this Warrant shall be $0.00001, subject to adjustment hereunder (the “Exercise Price”).
(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail to cause its transfer agent to transmit
to the Holder on or prior to the Share Delivery Date, Warrant Shares pursuant to an exercise notice delivered by the Holder and if after
such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s
request, (a) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (b) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause
(a) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing
herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary
Shares upon the exercise of this Warrant as required pursuant to the terms hereof.
(d)
Cashless Exercise. While the Pre-funded Warrants are outstanding, the Company will use its reasonable best efforts to maintain
the effectiveness of the Registration Statement. Notwithstanding anything contained herein to the contrary, if the Registration Statement
covering the resale of the Warrant Shares is not available for the resale of such Warrant Shares, the Holder may, in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of
Ordinary Shares determined according to the following formula (a “Cashless Exercise”):
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Net Number = |
(A x B) - (A x C) |
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B |
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For purposes of the
foregoing formula:
A= the total
number of shares with respect to which this Warrant is then being exercised.
B= as applicable:
(i) the Weighted Average Price of the Ordinary Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice
if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both
executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as
defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the bid price of the
Ordinary Shares on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s execution of the applicable
Exercise Notice, if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within
two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant
to Section 1(a) hereof or (iii) the Weighted Average Price of the Ordinary Shares on the date of the applicable Exercise Notice if the
date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof
after the close of “regular trading hours” on such Trading Day;
C= the Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise.
If Ordinary Shares are issued
pursuant to this Section 1(d), the Company hereby acknowledges and agrees that the Warrant Shares issued in a Cashless Exercise shall
be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the
date this Warrant was originally issued pursuant to the Securities Purchase Agreement. The Company agrees not to take any position contrary
to this Section 1(d).
(e)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in
accordance with Section 12.
(f)
Beneficial Ownership Limitations on Exercises. Notwithstanding anything to the contrary contained herein, no exercise of
any portion of this Warrant shall be effected, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant
to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that
after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess
of 4.99% (the “Maximum Percentage”) of the number of Ordinary Shares outstanding immediately after giving effect to
such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the
other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number
of Ordinary Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but
shall exclude the number of Ordinary Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or
warrants, including the Series A Warrants and the Series B Warrants (each as defined in the Securities Purchase Agreement)) and Pre-funded
Warrants beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to
the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant,
in determining the number of outstanding Ordinary Shares the Holder may acquire upon the exercise of this Warrant without exceeding the
Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent
Annual Report on Form 20-F, Report of Foreign Private Issuer on Form 6-K or other public filing with the Securities and Exchange Commission
(the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (3) any other written notice
by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share
Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Ordinary
Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Ordinary
Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as
determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of
Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction
Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder
for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case,
the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number
was reported. In the event that the issuance of Ordinary Shares to the Holder upon exercise of this Warrant results in the Holder and
the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding
Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the
other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess
Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return
to the Holder the exercise price paid by the Holder for the Excess Shares. For purposes of clarity, the Ordinary Shares issuable pursuant
to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose
including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability
to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with
respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion
of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f)
or to make changes or supplements necessary or desirable to properly give effect to such limitation, and, in addition, with the intention
that Sections 274 and 328 to the Israeli Companies Law, 1999, shall not apply to any of the transactions contemplated under this Warrant.
The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.
(g)
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved Ordinary Shares to satisfy its obligation to reserve for issuance upon exercise of this Warrant at
least a number of Ordinary Shares equal to 100% of the number of Ordinary Shares as shall from time to time be necessary to effect the
exercise of all of this Warrant then outstanding without regard to any limitation on exercise included herein (the “Required
Reserve Amount” and the failure to have such sufficient number of authorized and unreserved Ordinary Shares, an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized Ordinary
Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of
its shareholders for the approval of an increase in the number of authorized Ordinary Shares. In connection with such meeting, the Company
shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such
increase in authorized Ordinary Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal.
Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the approval of holders
of a majority of the shares voting at a general meeting to approve the increase in the number of authorized Ordinary Shares, the Company
may satisfy this obligation by obtaining such approval. In the event that upon any exercise of this Warrant, the Company does not have
sufficient authorized shares to deliver in satisfaction of such exercise, then unless the Holder elects to void such attempted exercise,
the Holder may require the Company to pay to the Holder within three (3) Trading Days of the applicable exercise, cash in an amount equal
to the product of (i) the quotient determined by dividing (x) the number of Warrant Shares that the Company is unable to deliver pursuant
to this Section 1(g), by (y) the total number of Warrant Shares issuable upon exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant) and (ii) the Black Scholes Value (as defined in the Series A Warrants); provided, that (x)
references to “the day immediately following the public announcement of the applicable Fundamental Transaction” in the definition
of “Black Scholes Value” shall instead refer to “the date the Holder exercises this Warrant and the Company cannot deliver
the required number of Warrant Shares because of an Authorized Share Failure” and (y) clause (iii) of the definition of “Black
Scholes Value” shall instead refer to “the underlying price per share used in such calculation shall be the highest Weighted
Average Price during the period beginning on the date of the applicable date of exercise and the date that the Company makes the applicable
cash payment.”
2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Ordinary Shares
into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and
the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding Ordinary Shares into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares
will be proportionately decreased. Any adjustment under this Section 2 shall become effective at the close of business on the date
the subdivision or combination becomes effective.
3.
RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation,
the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken,
the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to such extent (and shall not be entitled to beneficial ownership of such Ordinary Shares as a result of such Distribution (and beneficial
ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time
or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which
time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on
any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).
4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a)
Purchase Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of any class of Ordinary Shares (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without
regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided,
however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (and shall not be entitled to beneficial ownership of such Ordinary Shares as a result of such Purchase Right (and
beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until
such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase
Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).
(b)
Fundamental Transactions. The Company shall not enter into a Fundamental Transaction unless the Successor Entity assumes
in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions
of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Required Holders, including agreements ,
if so requested by the Holder, to deliver to each holder of the SPA Warrants in exchange for such SPA Warrants a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an
adjusted exercise price equal to the value for the Ordinary Shares reflected by the terms of such Fundamental Transaction, and exercisable
for a corresponding number of shares of capital stock equivalent to the Ordinary Shares acquirable and receivable upon exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to
the Required Holders, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking
into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic
value of this Warrant immediately prior to the occurrence or consummation of such Fundamental Transaction). Any security issuable or potentially
issuable to the Holder pursuant to the terms of this Warrant on the consummation of a Fundamental Transaction that was within the Company’s
control to enter into or to avoid shall be registered and freely tradable by the Holder without any restriction or limitation or the requirement
to be subject to any holding period pursuant to any applicable securities laws. No later than (i)
thirty (30) days prior to the occurrence or consummation of any Fundamental Transaction or (ii) if later, the first Trading Day following
the date the Company first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction, the Company shall deliver
written notice thereof via facsimile or electronic mail and overnight courier to the Holder. Upon the occurrence or consummation
of any Fundamental Transaction that was within the Company’s control to enter into or to avoid,
it shall be a required condition to the occurrence or consummation of any such Fundamental Transaction that, the Company and the Successor
Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities
to jointly and severally succeed to, and be added to the term “Company” under this Warrant (so that from and after the date
of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to
each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or
Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the
obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor
Entities, jointly and severally, had been named as the Company in this Warrant, and, solely at the request of the Holder, if the Successor
Entity and/or Successor Entities is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible
Market, shall deliver (in addition to and without limiting any right under this Warrant) to the Holder in exchange for this Warrant a
security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance
to this Warrant and exercisable for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities
(the “Successor Capital Stock”) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction (such corresponding number of
shares of Successor Capital Stock to be delivered to the Holder shall be equal to the greater of (A) the quotient of (i) the aggregate
dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”),
in such Fundamental Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that has been
executed at the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable from such definitive
agreement, as determined in accordance with Section 12 with the term “Non-Cash Consideration” being substituted for the term
“Exercise Price”) that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or
the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised
immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such
Fundamental Transaction (without regard to any limitations on the exercise of this Warrant) (the “Aggregate Consideration”)
divided by (ii) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation
or occurrence of the Fundamental Transaction and (B) the product of (i) the quotient obtained by dividing (x) the Aggregate Consideration,
by (y) the Closing Sale Price of the Ordinary Shares on the Trading Day immediately prior to the consummation or occurrence of the Fundamental
Transaction and (ii) the highest exchange ratio pursuant to which any shareholder of the Company may exchange Ordinary Shares for Successor
Capital Stock) (provided, however, to the extent that the Holder’s right to receive any such shares of publicly traded
common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the
Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled
to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such
consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its
right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times
the Holder shall be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory
to the Holder, and with an identical exercise price to the Exercise Price hereunder (such adjustments to the number of shares of capital
stock and such exercise price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction
the economic value of this Warrant that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction,
as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction that
was within the Company’s control to enter into or to avoid, and it shall be a required condition to the occurrence or consummation
of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the occurrence or consummation of the Fundamental Transaction,
as elected by the Holder solely at its option, Ordinary Shares, Successor Capital Stock or, in lieu of the Ordinary Shares or Successor
Capital Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental
Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or
subscription rights), which for purposes of clarification may continue to be Ordinary Shares, if any, that the Holder would have been
entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the
event resulting in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or
the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations
on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution
for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction that
was within the Company’s control to enter into or to avoid, pursuant to which holders of Ordinary Shares are entitled to
receive securities, cash, assets or other property with respect to or in exchange for Ordinary Shares (a “Corporate Event”),
the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that,
and it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have the
right to receive upon exercise of this Warrant at any time after the occurrence or consummation of the Corporate Event, Ordinary Shares
or Successor Capital Stock or, if so elected by the Holder, in lieu of the Ordinary Shares (or other securities, cash, assets or other
property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable under
Sections 3 and 4(a), which shall continue to be receivable on the Ordinary Shares or on the such shares of stock, securities, cash, assets
or any other property otherwise receivable with respect to or in exchange for Ordinary Shares), such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or subscription rights and any Ordinary Shares) which the
Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other
determination date for the event resulting in such Corporate Event, had this Warrant been exercised immediately prior to such Corporate
Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations
on exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory
to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and Corporate
Events.
5.
NON-CIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Amended and Restated
Articles of Association or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par
value of any Ordinary Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take
all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Ordinary Shares upon the exercise of this Warrant, and (iii) shall, so long as any of the SPA Warrants are outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued Ordinary Shares, solely for the purpose of effecting the exercise
of the SPA Warrants, 100% of the number of Ordinary Shares as shall from time to time be necessary to effect the exercise of the SPA Warrants
then outstanding (without regard to any limitations on exercise).
6.
WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such
Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share
capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give
or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to
the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given
to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.
7.
REISSUANCE OF WARRANTS.
(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d))
to the Holder representing the right to purchase the number of Warrant Shares not being transferred.
(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company
shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.
(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no SPA Warrants
for fractional Warrant Shares shall be given.
(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the
right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)
or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of Ordinary Shares underlying the other new
Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall
have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same
rights and conditions as this Warrant.
8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.
Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment
of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen
(15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the Ordinary Shares, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property to holders of Ordinary Shares or (C) for determining rights to vote with respect to any Fundamental
Transaction, dissolution or liquidation; provided in each case that such information shall be made known to the public prior to
or in conjunction with such notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified
by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.
9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and
the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company
has obtained the written consent of the Holder.
10.
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York. The Company 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. The Company 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 to the Company at the address set
forth in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against
the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any
other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall
not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not
form part of, or affect the interpretation of, this Warrant.
12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail
within two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the
Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three
(3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within
two (2) Business Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise Price to an independent,
reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant
Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant,
as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten
(10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.
13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual
damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other
security being required.
14. TRANSFER. This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company, except
as may otherwise be required by Section 2(f) of the Securities Purchase Agreement.
15.
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall
not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or
the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as
close as possible to that of the prohibited, invalid or unenforceable provision(s).
16.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the
Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating
to the Company or its Subsidiaries (as defined in the Securities Purchase Agreement), the Company shall contemporaneously with any such
receipt or delivery publicly disclose such material, nonpublic information on a Report of Foreign Private Issuer on Form 6-K or otherwise.
In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries,
the Company so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication,
the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating
to the Company or its Subsidiaries.
17. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a)
“1933 Act” means the Securities Act of 1933, as amended.
(b)
“Affiliate” shall have the meaning ascribed to such term in Rule 405 of the 1933 Act.
(a)
“Attribution Parties” means, collectively, the following Persons: (i) any investment vehicle, including, any
funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised
by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder
or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the
foregoing and (iv) any other Persons whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s
and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject
collectively the Holder and all other Attribution Parties to the Maximum Percentage.
(b)
“Bloomberg” means Bloomberg Financial Markets.
(c)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.
(d)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade
price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last
trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of
the bid prices, or the ask prices, respectively, of any market makers for such security as reported on the Pink Open Market. If the Closing
Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such
dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split,
stock combination, reclassification or other similar transaction during the applicable calculation period.
(e)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for Ordinary Shares.
(f)
Intentionally omitted.
(g)
“Eligible Market” means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq
Global Market, The New York Stock Exchange, Inc., the OTC QB or the OTC QX.
(h)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject
to or have its Ordinary Shares be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that
is accepted by the holders of more than either (x) 50% of the outstanding Ordinary Shares, (y) 50% of the outstanding Ordinary Shares
calculated as if any Ordinary Shares held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or
party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of Ordinary Shares such that all Subject Entities
making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively
the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding Ordinary Shares, or (iv) consummate
a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) more than 50% of the outstanding Ordinary Shares, (y) more than 50% of the outstanding Ordinary Shares calculated as if any
Ordinary Shares held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock
purchase agreement or other business combination were not outstanding; or (z) such number of Ordinary Shares such that the Subject Entities
become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of more than 50% of the outstanding Ordinary Shares,
or (v) reorganize, recapitalize or reclassify its Ordinary Shares, (B) that the Company shall, directly or indirectly, including through
Subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities
in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly,
whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Ordinary Shares,
merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization
or reclassification or otherwise in any manner whatsoever, of either (x) more than 50% of the aggregate ordinary voting power represented
by issued and outstanding Ordinary Shares, (y) more than 50% of the aggregate ordinary voting power represented by issued and outstanding
Ordinary Shares not held by all such Subject Entities as of the Subscription Date calculated as if any Ordinary Shares held by all such
Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding
Ordinary Shares or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger
or other transaction requiring other shareholders of the Company to surrender their Ordinary Shares without approval of the shareholders
of the Company or (C) directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions,
the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the
intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.
(i)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.
(j)
“Options” means any rights, warrants or options to subscribe for or purchase (i) Ordinary Shares or (ii) Convertible
Securities.
(k)
“Ordinary Shares” means (i) the Company’s ordinary shares, no par value, and (ii) any share
capital into which such Ordinary Shares shall have been changed or any share capital resulting from a reclassification, reorganization
or reclassification of such Ordinary Shares.
(l)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common capital or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Required
Holders, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such
entity designated by the Required Holders or in the absence of such designation, such Person or entity with the largest public market
capitalization as of the date of consummation of the Fundamental Transaction.
(m) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(n)
“Pre-funded Warrants” shall have the meaning ascribed to such term in the Securities Purchase Agreement.
(o)
“Principal Market” means The Nasdaq Capital Market.
(p)
“Registration Rights Agreement” means that certain Registration Rights Agreement dated as of the Subscription
Date by and among the Company and the Buyers.
(q)
“Registration Statement” means a registration statement meeting the requirements set forth in the Registration
Rights Agreement and covering the resale by the Buyers of the Registrable Securities (as defined in the Registration Rights Agreement).
(r)
“Required Holders” means the holders of the SPA Warrants representing at least a majority of the Ordinary Shares
underlying the SPA Warrants then outstanding.
(s)
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on
the Company’s primary Eligible Market with respect to the Ordinary Shares as in effect on the date of delivery of the applicable
Exercise Notice.
(t)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.
(u)
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent
Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the
Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.
(v)
“Trading Day” means any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Ordinary Shares on such day, then on the principal securities exchange or securities
market on which the Ordinary Shares are then traded.
(w) “Weighted Average
Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market
during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official
open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official
close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the
dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly announces is the official open
of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of
trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such
hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as
reported on the Pink Open Market. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the
foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the
Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction during the applicable calculation period.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance Date set out above.
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EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS
WARRANT TO PURCHASE ORDINARY SHARES
JEFFS’ BRANDS LTD
The undersigned holder hereby
exercises the right to purchase _________________ Ordinary Shares (“Warrant Shares”) of Jeffs’ Brands Ltd, an
Israeli corporation (the “Company”), evidenced by the attached Warrant to Purchase Ordinary Shares (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
1. Form of Exercise Price.
The Holder intends that payment of the Exercise Price shall be made as:
____________ a “Cash
Exercise” with respect to _________________ Warrant Shares; and/or
____________ a “Cashless
Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation of the Company to the Holder of
__________ Ordinary Shares representing the applicable Net Number.
2. Payment of Exercise Price.
In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto,
the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the
Warrant.
3. Delivery of Warrant Shares.
The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.
Date: _______________ __, ______
Name of Registered Holder
ACKNOWLEDGMENT
The Company hereby acknowledges
this Exercise Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of Ordinary Shares in accordance with the
Transfer Agent Instructions dated ________ __, 2024 from the Company and acknowledged and agreed to by [TRANSFER AGENT].
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Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT
(this “Agreement”), dated as of January 25, 2024, by and among Jeffs’ Brands Ltd, an Israeli company, with headquarters
located at 7 Mezada Street, Bnei Brak, Israel 5126112, Israel (the “Company”), and the investors listed on the Schedule
of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
WHEREAS:
A. The
Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
B. Each
Buyer wishes to purchase from the Company, and the Company wishes to issue and sell to each Buyer, upon the terms and conditions stated
in this Agreement, an aggregate number of units consisting of: (i) the aggregate number of the Company’s ordinary shares, no par value
per share (the “Ordinary Shares”), set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (which
shall collectively be referred to herein as the “Purchased Shares”) and/or pre-funded warrants, in substantially the
form attached hereto as Exhibit A (the “Pre-Funded Warrants”), to purchase that number of Ordinary Shares set
forth opposite such Buyer’s name in column (5) on the Schedule of Buyers (the Ordinary Shares underlying the Pre-Funded Warrants, collectively,
the “Pre-Funded Warrant Shares”), at an exercise price equal to $0.00001 per Pre-Funded Warrant Share; which aggregate
amount for all Buyers together of Purchased Shares and Pre-Funded Warrant Shares shall be 2,704,461 Ordinary Shares, (ii) warrants, in
substantially the form attached hereto as Exhibit B (the “Series A Warrants”), to purchase initially up to that
number of Ordinary Shares set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (the Ordinary Shares underlying
the Series A Warrants, collectively, the “Series A Warrant Shares”) at an exercise price equal to $2.69 per each whole
Series A Warrant Share and (iii) warrants, in substantially the form attached hereto as Exhibit C (the “Series B Warrants”
and, together with the Pre-Funded Warrants and Series A Warrants, the “Warrants”) to purchase initially up to that number
of Ordinary Shares set forth therein and exercisable in accordance with its terms and conditions (the Ordinary Shares underlying the Series
B Warrants, collectively, the “Series B Warrant Shares” and, together with Pre-Funded Warrant Shares and the Series A
Warrant Shares, the “Warrant Shares”) at an exercise price equal to $0.00001 per Series B Warrant Share. The Purchased Shares,
the Warrants and the Warrant Shares collectively are referred to herein as the “Securities.”
C. Contemporaneously
with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, in
substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement”), pursuant to which the
Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights
Agreement) under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.
NOW, THEREFORE, in
consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and each Buyer hereby agree as follows:
1. PURCHASE AND
SALE OF SECURITIES.
(a) Purchase
of Purchased Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below,
the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on
the Closing Date (as defined below), (w) the number of Purchased Shares as is set forth opposite such Buyer’s name in column (3) on
the Schedule of Buyers, along with (x) Series A Warrants to acquire up to that number of Series A Warrant Shares as is set forth
opposite such Buyer’s name in column (4) on the Schedule of Buyers, (y) Series B Warrants to acquire Series B Warrant Shares in
accordance with its terms and conditions and (z) Pre-Funded Warrants to acquire up to that number of Pre-Funded Warrant Shares as is
set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers (the “Closing”). Notwithstanding
anything herein to the contrary, in no event will any Buyer’s voting rights in the Company or ownership of the Company’s
issued share capital exceed 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of
the Securities on the Closing Date, and such Buyer shall purchase Pre-Funded Warrants in lieu of the Purchased Shares, as set forth
opposite such Buyer’s name in column (3) on the Schedule of Buyers.
(b) Closing.
The date and time of the Closing (the “Closing Date”) shall take place remotely via the exchange of documents and signatures,
on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction
(or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below.
(c) Purchase
Price. The purchase price for the Purchased Shares and the related Warrants to be purchased by each Buyer at the Closing shall be
the amount set forth opposite such Buyer’s name in column (6) of the Schedule of Buyers (the “Purchase Price”), which
shall be equal to (i) the amount of $2.69 per Purchased Share and related Warrants and (ii) the amount of $2.68999 per Pre-Funded Warrant
and related Warrants.
(d) Form
of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of the Lead Investor (as
defined in the Schedule of Buyers), any amounts withheld pursuant to Section 4(g)) to the Company for the Purchased Shares and the Warrants
to be issued and sold to such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Company’s written
wire instructions and (ii) the Company shall deliver to each Buyer (w) book entry statements, evidencing the number of Purchased
Shares such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers, (x) a Series A Warrant
initially exercisable for such number of Series A Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule
of Buyers, (y) a Series B Warrant pursuant to which such Buyer shall have the right to purchase Series B Warrant Shares in accordance
with its terms and conditions, and (z) a Pre-Funded Warrant pursuant to which such Buyer shall have the right to acquire such number of
Pre-Funded Warrant Shares as is set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers, in each case duly executed
on behalf of the Company and registered in the name of such Buyer or its designee.
2. BUYER’S REPRESENTATIONS
AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants with respect to only itself to the Company that:
(a) No
Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased Shares and the Warrants and (ii) upon exercise of the Warrants
(other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise of the
Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof,
except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations
herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose
of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer
is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding,
directly or indirectly, with any Person to distribute any of the Securities. As used herein, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity
and any governmental entity or any department or agency thereof.
(b) Accredited
Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.
(c) Reliance
on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth
and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of
such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the
Securities.
(d) Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, if
any, have been afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding the foregoing,
other than knowledge of the transactions contemplated by this Agreement, the Company has not disclosed to the Buyer any material nonpublic
information regarding the Company or otherwise and will not disclose such information unless such information is disclosed to the public
prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigations conducted
by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s
representations and warranties contained herein. Such Buyer understands that its investment in the Securities involves a high degree of
risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Securities.
(e) No
Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(f) Transfer
or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and
are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred
unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally
acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold,
assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively,
“Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms
of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other
Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms
and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide
margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be
a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide
the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction
Document (as defined in Section 3(b)), including, without limitation, this Section 2(f).
(g) Legends.
Such Buyer understands that the certificates or other instruments representing the Purchased Shares and the Warrants and, until such time
as the resale of the Purchased Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration
Rights Agreement, the stock certificates representing the Warrant Shares, except as set forth below, shall bear a restrictive legend in
substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):
[NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN][THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER,
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
The legend set forth above shall be
removed and the Company shall issue a certificate or book entry statement for the without such legend to the holder of the Securities
upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company
(“DTC”), if (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment
or other transfer, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such
sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, or
(iii) the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The Company shall be responsible for the
fees of its transfer agent and all DTC fees associated with such issuance. If the Company shall fail to cause the transfer agent to issue
to the holder of the Securities within two (2) Trading Days (as defined in the Warrants) after the occurrence of any of (i) through
(iii) above (the initial date of such occurrence, the “Legend Removal Date”), a certificate without such legend to such
holder or to issue such Securities to such holder by electronic delivery at the applicable balance account at DTC, and if on or after
such Trading Day the holder purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale
by the holder of such Securities that the holder anticipated receiving without legend from the Company (a “Buy-In”),
then the Company shall promptly honor its obligation to deliver to the holder such unlegended Securities as provided above and pay cash
to the holder in the amount if any, by which (x) the holder’s total purchase price (including brokerage commissions, if any) for
the Ordinary Shares so purchased, exceeds (y) the amount obtained by multiplying (1) such number of Ordinary Shares, times (2) the price
at which the sell order giving rise to such purchase obligation was executed, The Company shall be responsible for the fees of its transfer
agent and all DTC fees associated with such issuance.
(h) Validity;
Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on
behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance
with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies.
(i) No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and the consummation
by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of
such Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults,
rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the
ability of such Buyer to perform its obligations hereunder.
3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
The Company represents and warrants
to each of the Buyers that, as of the date hereof and as of the Closing Date:
(a) Organization
and Qualification. Each of the Company and each of its “Subsidiaries” (which for purposes of this Agreement means
any entity in which the Company, directly or indirectly, owns a controlling interest in any of the capital stock or holds an equity or
similar interest) are entities duly organized and validly existing and in good standing under the laws of the jurisdiction in which they
are formed, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted
and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do
business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it
makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably
be expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material
adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise)
or prospects of the Company and its Subsidiaries, individually or taken as a whole, or on the transactions contemplated hereby or on the
other Transaction Documents or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority
or ability of the Company to perform any of its obligations under any of the Transaction Documents (as defined below). The Company has
no Subsidiaries except as set forth in Schedule 3(a). The outstanding shares of capital stock of each of the Subsidiaries have
been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and
clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations
to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding.
(b) Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(x)), the Irrevocable
Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection
with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities
in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the
Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance
of the Purchased Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise
of the Warrants have been duly authorized by the Company’s Board of Directors and (other than the filing with the SEC of one or more Registration
Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement,
a Form D with the SEC and any other filings as may be required by any state securities agencies and submission of a listing application
with Nasdaq if applicable) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders.
This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid
and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
(c) Issuance
of Securities. The issuance of the Securities has been duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, the Purchased Shares and the Warrants shall be validly issued and free from all preemptive or similar rights (except
for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the
issue thereof and the Purchased Shares will be fully paid and nonassessable with the holders being entitled to all rights accorded to
a holder of Ordinary Shares. As of the Closing Date, a number of Ordinary Shares shall have been duly authorized and reserved for issuance
which equals at least the sum of (i) the maximum number of Ordinary Shares issuable upon exercise of the Series A Warrants, (ii) the maximum
number of Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and (iii) the maximum number of Ordinary Shares issuable upon
exercise of the Series B Warrants, in each case, without giving effect to any limitation on exercise set forth therein and, with respect
to the Series B Warrants, assuming that the Maximum Eligibility Number (as defined in the Series B Warrant) is determined based on a Reset
Price (as defined in the Series B Warrants) equal to $0.681
(as adjusted for share splits, share dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits
or other similar events occurring after the date hereof) (the “Required Reserved Amount”). Upon exercise of the Warrants
in accordance with the Warrants and receipt of the exercise price thereunder, the Warrant Shares when issued will be validly issued, fully
paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the
issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Assuming the accuracy of each of
the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is
exempt from registration under the 1933 Act.
| 1 | Insert price equal to 20% of the Nasdaq Minimum Price. |
(d) No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Purchased Shares and the Warrants
and reservation for issuance and issuance of the Warrant Shares) will not (i) result in a violation of the Amended and Restated Articles
of Association (as defined below) or other organizational documents of the Company or any of its Subsidiaries, any capital stock of the
Company or any of its Subsidiaries or the articles of association or bylaws of the Company or any of its Subsidiaries, (ii) conflict with,
or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give
to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
foreign, federal and state securities laws and regulations and the rules and regulations of The Nasdaq Capital Market (the “Principal
Market”) and including all applicable foreign, federal, state laws, rules and regulations) applicable to the Company or any of
its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except, with respect
to clauses (ii) and (iii) above, for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as
would not, individually or in the aggregate, have a Material Adverse Effect.
(e) Consents.
The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than
the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement,
a Form D with the SEC and any other filings as may be required by any state securities agencies and the filing of required notices and/or
applications to the Principal Market for the issuance and sale of the securities hereby), any court, governmental agency or any regulatory
or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated
by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings
and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior
to the Closing Date (or in the case of filings detailed above, will be made timely after the Closing Date), and the Company is unaware
of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings
contemplated by the Transaction Documents. The Company is not in violation of the listing requirements of the Principal Market and has
no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Ordinary Shares in the foreseeable
future. The issuance by the Company of the Securities shall not have the effect of delisting or suspending the Ordinary Shares from the
Principal Market.
(f) Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of
an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer
is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” of the Company or any of its Subsidiaries
(as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the Ordinary Shares
(as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company
further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any
similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given
by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby
and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s
decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
(g) No
General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting
on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in
connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial
advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising
out of the transactions contemplated hereby, including, without limitation, placement agent fees payable to Aegis Capital Corp. (the “Placement
Agent”) in connection with the sale of the Securities. The Company shall pay, and hold each Buyer harmless against, any liability,
loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.
The Company acknowledges that it has engaged the Placement Agent in connection with the sale of the Securities. Other than the Placement
Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or
sale of the Securities.
(h) No
Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on 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 require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings
or otherwise, or cause this offering of the Securities to require approval of shareholders of the Company for purposes of the 1933 Act
or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated
quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries,
their affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of
any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings for purposes
of any such applicable shareholder approval provisions.
(i) Application
of Takeover Protections; Rights Agreement. The Company and its Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including, without limitation,
any distribution under a rights agreement) or other similar anti-takeover provision under the Amended and Restated Articles of Association
or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as
a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and
any Buyer’s ownership of the Securities. The Company and its Board of Directors have taken all necessary action, if any, in order to render
inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary Shares or
a change in control of the Company or any of its Subsidiaries.
(j) SEC
Documents; Financial Statements. Except as disclosed in Schedule 3(j), since August 25, 2022, the Company has timely filed
all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act (all of the foregoing filed prior to the date hereof or prior to the Closing Date, and all exhibits included therein and
financial statements, notes and schedules thereto (other than exhibits to such documents) and documents incorporated by reference therein
being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act applicable to the Company and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial
statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with
the International Financial Reporting Standards (“IFRS”) (with respect to financial statements prepared for the periods
prior to July 1, 2022) or the U.S. generally accepted accounting principles (“GAAP”) (with respect to financial statements
prepared for the periods from and after July 1, 2022), as applicable, consistently applied during the periods involved (except (i) as
may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial
position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually
or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC
Documents (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to
this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstance under which they are or were made, not misleading.
(k) Absence
of Certain Changes. Except as disclosed in Schedule 3(k)(i), since December 31, 2022, there has been no material adverse change
and no material adverse development in the business, assets, liabilities, properties, operations, condition (financial or otherwise),
results of operations or prospects of the Company or any of its Subsidiaries. Except as disclosed in Schedule 3(k)(ii), since December
31, 2022, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or
in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually
or in the aggregate, in excess of $100,000. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant
to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company
or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy
proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually
and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at
the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(k), “Insolvent” means, with respect
to any Person, (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total
Indebtedness (as defined in Section 3(r)), (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that
would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business
in which it is engaged as such business is now conducted and is proposed to be conducted.
(l) No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists,
or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations
or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement
on Form F-1 filed with the SEC relating to an issuance and sale by the Company of its Ordinary Shares and which has not been publicly
announced.
(m) Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under
its Amended and Restated Articles of Association, any certificate of designations, preferences or rights of any other outstanding series
of preferred stock of the Company or any of its Subsidiaries or their organizational charter, certificate of formation or certificate
of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order
or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of
its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries
possess all certificates, authorizations and permits issued by the appropriate foreign, federal or state regulatory authorities necessary
to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have,
individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate, authorization or permit. Without limiting the generality
of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no
knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Ordinary Shares by the Principal
Market in the foreseeable future. Since August 25, 2022, except as set forth in Schedule 3(m), (i) the Ordinary Shares have been
listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares have not been suspended by the SEC or
the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding
the suspension or delisting of the Ordinary Shares from the Principal Market.
(n) Foreign
Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other Person acting
on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its
Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political
activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate
funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made
any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official
or employee.
(o) Sarbanes-Oxley
Act. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are
effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective
as of the date hereof to the extent applicable to the Company.
(p)
Transactions With Affiliates. Except as set forth in Schedule 3(p), none of the officers, directors or employees of the
Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than for
ordinary course services as employees, officers or 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, or otherwise requiring payments to or from
any such officer, director or employee or, to the knowledge of the Company or any of its Subsidiaries, any corporation, partnership, trust
or other Person in which any such officer, director, or employee has a substantial interest or is an employee, officer, director, trustee
or partner.
(q) Equity
Capitalization. As of the date hereof, the authorized share capital stock of the Company consists of (i) 43,567,567 Ordinary Shares,
of which as of the date hereof, 1,188,806 are issued and outstanding, 186,718 shares are reserved for issuance pursuant to the Company’s
stock option and purchase plans and 1,033,206 shares are reserved for issuance pursuant to securities (other than the aforementioned options
and Warrants) exercisable or exchangeable for, or convertible into, Ordinary Shares and (ii) no preferred shares. No Ordinary Shares
are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued,
fully paid and nonassessable. 624,731 of the Company’s issued and outstanding Ordinary Shares on the date hereof are as of the date hereof
owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act) of the Company or any of its Subsidiaries. (i)
Except as disclosed in Schedule 3(q)(i), hereto, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive
rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as
disclosed in Schedule 3(q)(ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock
of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into,
or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in Schedule
3(q)(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or
instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or
may become bound; (iv) except as disclosed in Schedule 3(q)(iv), there are no financing statements securing obligations in any
amounts filed in connection with the Company or any of its Subsidiaries; (v), except as disclosed in Schedule 3(q)(v), there are
no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company or any of its Subsidiaries
is obligated to register the sale of any of their securities under the 1933 Act; (vi) except as disclosed in Schedule 3(q)(vi),
there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in Schedule 3(q)(vii), there are
no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities;
(viii) except as disclosed in Schedule 3(q)(viii), neither the Company nor any Subsidiary has any stock appreciation rights or
“phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries
have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other
than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the
aggregate, do not or could not have a Material Adverse Effect. True, correct and complete copies of the Company’s amended and restated
articles of association, as amended and as in effect on the date hereof (the “Amended and Restated Articles of Association”),
and the terms of all securities convertible into, or exercisable or exchangeable for, Ordinary Shares and the material rights of the holders
thereof in respect thereto have heretofore been filed as part of the SEC Documents.
(r) Indebtedness
and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed in Schedule 3(r)(i), has any
outstanding Indebtedness (as defined below), (ii) except as disclosed in Schedule 3(r)(ii), is a party to any contract, agreement
or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument would
reasonably be expected to result in a Material Adverse Effect, (iii) except as disclosed in Schedule 3(r)(iii), is in violation
of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations
and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) except as disclosed in Schedule
3(r)(iv), is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment
of the Company’s officers, has or is expected to have a Material Adverse Effect. Schedule 3(r) provides a detailed description
of the material terms of such outstanding Indebtedness. For purposes of this Agreement: (x) “Indebtedness” of any Person
means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred
purchase price of property or services (including, without limitation, “finance leases” in accordance with GAAP, consistently
applied during the periods involved) (other than trade payables entered into in the ordinary course of business consistent with past practice),
(C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations
evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement,
or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even
though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale
of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently
applied for the periods covered thereby, is classified as a finance lease, (G) all indebtedness referred to in clauses (A) through (F)
above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage,
claim, lien, tax, right of first refusal, pledge, charge, security interest or other encumbrance upon or in any property or assets (including
accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become
liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of
the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any
direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, finance lease, dividend or other
obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is
to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating
thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect
thereto.
(s) Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting
the Company or any of its Subsidiaries, the Ordinary Shares or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule
3(s). The matters set forth in Schedule 3(s) would not reasonably be expected to have a Material Adverse Effect.
(t) Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the
Company nor any such Subsidiary has any reason to believe that it will be unable 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 at a cost that
would not have a Material Adverse Effect.
(u) Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member
of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good. No executive officer
(as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified
the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s
employment with the Company or any such Subsidiary. No executive officer or other key employee of the Company or any of its Subsidiaries
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment
of each such executive officer or other key employee (as the case may be) 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 federal, state, local
and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment
and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.
(v) Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of
all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held under
lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as
are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of
its Subsidiaries.
(w) Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights, copyrights, original works of authorship, inventions, licenses,
approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor
(“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and as presently proposed
to be conducted. Each of the patents owned by the Company or any of its Subsidiaries is listed on Schedule 3(w)(i). Except as set
forth in Schedule 3(w)(ii), none of the Company’s or its Subsidiaries’ Intellectual Property Rights have expired, terminated or
been abandoned, or are expected to expire, terminate or be abandoned, within three years from the date of this Agreement. The Company
has no knowledge of any infringement by the Company or any of its Subsidiaries of Intellectual Property Rights of others. There is no
claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against
the Company or any of its Subsidiaries regarding their Intellectual Property Rights. The Company is not aware of any facts or circumstances
which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and each of its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.
(x) Environmental
Laws. The Company and its Subsidiaries (A) are in compliance with all Environmental Laws (as defined below), (B) have received all
permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C)
are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (A), (B)
and (C), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The
term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human
health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata),
including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants,
or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations issued, entered, promulgated or approved thereunder.
(y) Subsidiary
Rights. The Company or one of its Subsidiaries has the right to vote, and (subject to limitations imposed by applicable law or the
Subsidiaries charter documents) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the
Company or such Subsidiary.
(z) Tax
Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those
being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all 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
in writing to be due by the taxing authority of any jurisdiction, and according to the best knowledge of the officers of the Company and
its Subsidiaries, there is no basis for any such claim.
(aa) Internal
Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient
to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied
during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence
of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability
for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken
with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under
the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or
submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of
the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its
principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding
required disclosure. Except as set forth in Schedule 3(aa), during the twelve months prior to the date hereof neither the Company
nor any of its Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness in any part
of the system of internal accounting controls of the Company or any of its Subsidiaries.
(bb) Off Balance
Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and
an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not
so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.
(cc) Investment
Company Status. Neither the Company nor any of its Subsidiaries is, and upon consummation of the sale of the Securities, and for so
long as any Buyer holds any Securities, will not be, an “investment company,” an affiliate of an “investment company,”
a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal
underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.
(dd) Acknowledgement
Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyers has been asked to agree, nor has
any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities
based on securities issued by the Company or to hold the Securities for any specified term; (ii) any Buyer, and counter-parties in “derivative”
transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Ordinary
Shares and (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that one or more Buyers may engage in hedging and/or trading activities
at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value
of the Warrant Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing
shareholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The
Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Warrants
or any of the documents executed in connection herewith.
(ee) Manipulation
of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) other than the Placement Agent, sold, bid
for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) other than the Placement Agent,
paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.
(ff) U.S. Real
Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the
Securities are held by any of the Buyers, shall become, 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 and each Subsidiary shall so certify upon any Buyer’s request.
(gg) Eligibility
for Registration. The Company is eligible to register the Purchased Shares and the Warrant Shares for resale by the Buyers using Form
F-1 promulgated under the 1933 Act.
(hh) Transfer
Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be
paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been,
fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.
(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) Shell
Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i)(1) of the 1933 Act.
(kk) Compliance
with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements and all other applicable
U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act,
as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and
1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and
the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory body (collectively, the
“Anti-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 of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or,
to the knowledge of the Company, threatened.
(ll) No
Conflicts with Sanctions Laws. Neither the Company nor any of its Subsidiaries, nor any director, officer, employee, agent, affiliate
or other person associated with or acting on behalf of the Company or any of its Subsidiaries or affiliates is, or is directly or indirectly
owned or controlled by, a Person that is currently the subject or the target of any sanctions administered or enforced by the U.S. government
(including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated National”
or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United Nations Security
Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or any other relevant sanctions
authority (collectively, “Sanctions Laws”); neither the Company, any of
its Subsidiaries, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company
or any of its Subsidiaries or affiliates, is located, organized or resident in a country or territory that is the subject or target of
a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba,
Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); the Company maintains in effect and enforces
policies and procedures designed to ensure compliance by the Company and its Subsidiaries with applicable Sanctions Laws; neither
the Company, any of its Subsidiaries, nor any director, officer, employee, agent, affiliate or other person associated with or acting
on behalf of the Company or any of its Subsidiaries or affiliates, acting in any capacity in connection with the operations of the Company,
conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds,
goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to,
any property or interests in property blocked or subject to blocking pursuant to any applicable Sanctions Laws; no
action of the Company or any of its Subsidiaries in connection with (i) the execution, delivery and performance of this Agreement and
the other Transaction Documents, (ii) the issuance and sale of the Securities, or (iii) the direct or indirect use of proceeds from the
Securities or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of
the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents
being used, or loaned, contributed or otherwise made available, directly or indirectly, to any Subsidiary, joint venture partner or other
person or entity, for the purpose of (i) unlawfully funding or facilitating any activities of or business with any person that, at the
time of such funding or facilitation, is the subject or target of Sanctions Laws, (ii) unlawfully funding or facilitating any activities
of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person
participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws. For the past five (5) years,
the Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with
any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or with any Sanctioned
Country.
(mm) Anti-Bribery.
Neither the Company nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for,
any federal, state or foreign office in violation of any law which violation is required to be disclosed in the Prospectus. Neither
the Company, nor any of its Subsidiaries or affiliates, nor any director, officer, agent, employee or other person associated with or
acting on behalf of the Company, or any of its Subsidiaries or affiliates, has (i) used any funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign
or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business
(a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns, (iii) violated or is in violation
of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials
in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the
“FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates
its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is
currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly,
to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly
influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer,
bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries
has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance
with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of its Subsidiaries or
affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available
such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating
any activity that would violate the laws and regulations referred to in (iii) above; there are, and have been, no allegations, investigations
or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or affiliates, or any of their
respective current or former directors, officers, employees, shareholders, representatives or agents, or other persons acting or
purporting to act on their behalf.
(nn) No Additional
Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated
by the Transaction Documents other than as specified in the Transaction Documents.
(oo) Disclosure.
Except for discussions specifically regarding the offer and sale of the Securities, the Company confirms that neither it nor any other
Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably
be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence
of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each
of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided
to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules
to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on
behalf of the Company or any of its Subsidiaries to you pursuant to or in connection with this Agreement and the other Transaction Documents,
taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they are made, not misleading. Each press release issued by the Company or any of its Subsidiaries
during the twelve (12) months preceding the date of this Agreement did not at the time of release 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 the light
of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists with respect
to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results
thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before
the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and agrees that
no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Section 2.
(pp) Stock
Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable Company stock
option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such stock option
would be considered granted under GAAP, consistently applied during the periods involved and applicable law. No stock option granted under
the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy
or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release
or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
(qq) No Disagreements
with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the
Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is
current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations
under any of the Transaction Documents.
(rr) No Disqualification
Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation
D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer
of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected
with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer
Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under
the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).
The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company
has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any
disclosures provided thereunder.
(ss) Other
Covered Persons. The Company is not aware of any Person (other than the Placement Agent) that has been or will be paid (directly or
indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.
(tt) Dilutive
Effect. The Company understands and acknowledges that the number of Warrant Shares issuable pursuant to terms of the Warrants will
increase in certain circumstances. The Company further acknowledges that its obligation to issue Warrant Shares pursuant to the terms
of the Warrants in accordance with this Agreement and the Warrants is absolute and unconditional regardless of the dilutive effect that
such issuance may have on the ownership interests of other shareholders of the Company.
(uu) Home
Country Rules. (i) The Company has notified the Principal Market of its intention to be subject to the home country practice of Israel,
(ii) the Company has made all applicable filings with the SEC with respect to relying on home country practice in accordance with Nasdaq
Listing Rule 5615(a)(3) and (iii) Nasdaq Listing Rule 5635 does not apply to the Company.
4. COVENANTS.
(a) Best
Efforts. Each party shall use its reasonable best efforts timely to satisfy each of the covenants and the conditions to be satisfied
by it as provided in Sections 6 and 7 of this Agreement.
(b) Form
D and Blue Sky. The Company agrees to file a Form D with respect to the Securities as required under Regulation D. The Company shall,
on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption
for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue
Sky” laws of the states of the United States (or to obtain an exemption from such qualification). The Company shall make all filings
and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the
states of the United States following the Closing Date.
(c) Reporting
Status. Until the date on which the Investors (as defined in the Registration Rights Agreement) shall have sold all of the Purchased
Shares and Warrant Shares and none of the Warrants are outstanding (the “Reporting Period”), the Company shall timely
file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer
required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise
permit such termination, and the Company shall take all actions necessary to maintain its eligibility to register the resale of the Purchased
Shares and Warrant Shares by the Investors on Form F-3 or such other applicable form.
(d) Use
of Proceeds. The Company intends to use the proceeds from the sale of the Securities for general corporate purposes and for working
capital purposes, as well as for potential acquisitions.
(e) Financial
Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement) during the
Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR
system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 20-F, any Reports of Foreign
Private Issuer on Form 6-K (or any analogous reports under the 1934 Act) and any registration statements (other than on Form S-8) or amendments
filed pursuant to the 1933 Act, (ii) unless the following are filed with the SEC through EDGAR and are available to the public through
the EDGAR system, within one (1) Business Day after the filing thereof with the SEC or are available to the public on the Company’s
website on the same day as the release thereof, e-mailed copies of all press releases issued by the Company or any of its Subsidiaries
and (iii) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one
(1) Business Day after the filing thereof with the SEC or are available to the public on the Company’s website on the same day as
the release thereof, copies of any notices and other information made available or given to the shareholders of the Company generally,
contemporaneously with the making available or giving thereof to the shareholders. As used herein, “Business Day” means
any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to
remain closed.
(f) Listing.
The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon
each national securities exchange and automated quotation system, if any, upon which the Ordinary Shares are then listed (subject to official
notice of issuance) and shall maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction
Documents. The Company shall maintain the authorization for quotation of the Ordinary Shares on the Principal Market or any other Eligible
Market (as defined in the Warrants). Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected
to result in the delisting or suspension of the Ordinary Shares on the Principal Market. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 4(f).
(g) Fees.
The Company shall reimburse the Lead Investor (a Buyer) or its designee(s) (in addition to any other expense amounts paid to any Buyer
or its counsel prior to the date of this Agreement) for all costs and expenses incurred in connection with the transactions contemplated
by the Transaction Documents (including all legal fees and disbursements in connection therewith, documentation and implementation of
the transactions contemplated by the Transaction Documents and due diligence in connection therewith), which amount shall be withheld
by such Buyer from its Purchase Price at the Closing, to the extent not previously reimbursed by the Company. Notwithstanding the foregoing,
in no event will the fees of counsel of the Lead Investor reimbursed by the Company pursuant to this Section 4(g) (in addition to any
other expense amounts paid to any Buyer or its counsel prior to the date of this Agreement) exceed $50,000 without the prior approval
from the Company. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s
commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby, including,
without limitation, any fees or commissions payable to the Placement Agent, including any legal fees and expenses of the Placement Agent.
The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable
attorney’s fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set
forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities
to the Buyers.
(h) Pledge
of Securities. The Company acknowledges and agrees that the Securities may be pledged by an Investor in connection with a bona fide
margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed
to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to
provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction
Document, including, without limitation, Section 2(f) hereof; provided that an Investor and its pledgee shall be required to comply
with the provisions of Section 2(f) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company
hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge
of the Securities to such pledgee by an Investor.
(i) Disclosure
of Transactions and Other Material Information. On or before the Disclosure Time (as defined below), the Company shall (A) issue a
press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions
contemplated hereby and (B) file a Report of Foreign Private Issuer on Form 6-K describing the terms of the transactions contemplated
by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without
limitation, this Agreement (and all schedules and exhibits to this Agreement required to be filed under the rules and regulations of the
1934 Act), the form of the Warrants, the form of Lock-Up Agreement and the form of the Registration Rights Agreement as exhibits to such
filing (including all attachments), the “6-K Filing”). From and after the filing of the 6-K Filing, no Buyer shall be
in possession of any material, non-public information received from the Company, any of its Subsidiaries or any of their respective officers,
directors, employees, affiliates or agents, that is not disclosed in the 6-K Filing. In addition, effective upon the filing of the 6-K
Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written
or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents,
on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall
cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide
any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without
the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, non-public information
regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors,
employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days
of receipt of such notice, make public disclosure of such material, non-public information. In the event of a breach of the foregoing
covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates and agents,
in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure,
in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval
by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents. No Buyer shall
have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents
for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s
consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its
Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company,
any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of,
such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press
releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the
Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect
to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable
law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such
press release or other public disclosure prior to its release). Except for the Registration Statement required to be filed pursuant to
the Registration Rights Agreement, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries
or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. As used herein, “Disclosure
Time” means, (i) if this Agreement is signed after 9:00 a.m. (New York City time) and before midnight (New York City time) on
any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed
as to an earlier time by the Placement Agent, or (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m.
(New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed
as to an earlier time by the Placement Agent.
(j) Corporate
Existence. So long as any Buyer beneficially owns any Warrants, the Company shall maintain its corporate existence and shall not be
party to any Fundamental Transaction (as defined in the Warrants) unless the Company is in compliance with the applicable provisions governing
Fundamental Transactions set forth in the Warrants.
(k) Reservation
of Shares. So long as any Buyer owns any Warrants, the Company shall take all action necessary to at all times after the date hereof
have authorized, and reserved for the purpose of issuance, no less than the number of Ordinary Shares issuable upon exercise of the Warrants
then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). If at any time
the number of Ordinary Shares authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company
will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation,
calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations under Section 3(c), in the
case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and
voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number
of authorized shares is sufficient to meet the Required Reserved Amount.
(l) Conduct of Business.
The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental
entity, including, without limitation, FCPA and other applicable Anti-Bribery Laws, OFAC regulations and other applicable Sanctions Laws,
and Anti-Money Laundering Laws.
(i) Neither
the Company, nor any of its Subsidiaries or affiliates, directors, officers, employees, representatives or agents shall:
(a) conduct
any business or engage in any transaction or dealing with or for the benefit of any Blocked Person, including the making or receiving
of any contribution of funds, goods or services to, from or for the benefit of any Blocked Person;
(b) deal
in, or otherwise engage in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant
to the applicable Sanctions Laws;
(c) use
any of the proceeds of the transactions contemplated by this Agreement to finance, promote or otherwise support in any manner any illegal
activity, including, without limitation, any Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws; or
(d) violate,
attempt to violate, or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding,
any of the Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws.
(ii) The
Company shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Company and its Subsidiaries
and their directors, officers, employees, agents representatives and affiliates with the Sanctions Laws and Anti-Bribery Laws.
(iii) The
Company will promptly notify the Buyers in writing if any of the Company, or any of its Subsidiaries or affiliates, directors,
officers, employees, representatives or agents, shall become a Blocked Person, or become directly
or indirectly owned or controlled by a Blocked Person.
(iv) The
Company shall provide such information and documentation as the Buyers or any of their affiliates may require to satisfy compliance with
the Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws.
(v) The
covenants set forth above shall be ongoing. The Company shall promptly notify the Buyers in writing should it become aware (a) of any
changes to these covenants, or (b) if it cannot comply with the covenants set forth herein. The Company shall also promptly notify the
Buyers in writing should they become aware of an investigation, litigation or regulatory action relating to an alleged or potential violation
of the Anti-Money Laundering Laws, Sanctions Laws, and Anti-Bribery Laws.
(m) Additional
Issuances of Securities.
(i) For
purposes of this Section 4(m), the following definitions shall apply.
(1) “Convertible
Securities” means any stock or securities (other than Options) convertible into or exercisable or exchangeable for Ordinary Shares.
(2) “Options”
means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.
(3) “Ordinary
Shares Equivalents” means, collectively, Options and Convertible Securities.
(4) “Resale
Satisfaction Date” means the date for which, commencing on the Trigger Date, an aggregate of thirty (30) Trading Days have occurred
on which (a) one or more Registration Statement(s) covering the resale of all Registrable Securities has been effective and available
for the re-sale of all such Registrable Securities and/or (b) all of the Registrable Securities may be sold without restriction or limitation
pursuant to Rule 144. For the sake of clarity, (x) the Trading Days referred to in this definition may be non-consecutive and (y) Trading
Days referred to in subsection (a) may be combined with those in subsection (b) for purposes of aggregating the thirty (30) Trading Day
period.
(5) “Trigger
Date” means the earlier of (x) such time as one or more Registration Statement(s) covering the resale of all Registrable Securities
has been effective and available for the re-sale of all such Registrable Securities and (y) such time as all of the Registrable Securities
may be sold without restriction or limitation pursuant to Rule 144; provided that in no event shall such period referred to in clause
(x) or (y) exceed (a) six (6) months from the date hereof if the Company satisfies the current public information requirements under Rule
144(c) during the periods set forth in Section 4(m)(ii) hereof or (b) twelve (12) months from the date hereof otherwise.
(6) “Variable
Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities
either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations
for the Ordinary Shares at any time after the initial issuance of such Convertible 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 Convertible Securities 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,
other than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement (including,
without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell
securities at a future determined price (other than standard and customary “preemptive” or “participation” rights).
Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which
remedy shall be in addition to any right to collect damages.
(ii) From
the date hereof until the later of (a) the date that is sixty (60) calendar days after the Trigger Date or (b) the Resale Satisfaction
Date, the Company shall not, directly or indirectly, file any registration statement with the SEC, or file any amendment or supplement
thereto or cause any registration statement or amendment thereto to be declared effective by the SEC, other than amendments or supplements
to registration statements (but not amendments or supplements to shelf registration statements) that are filed and declared effective
with the SEC prior to the date hereof or grant any registration rights to any Person that can be exercised prior to such time as set forth
above, other than pursuant to the Registration Rights Agreement. From the date hereof until the later of (a) the date that is sixty (60)
calendar days after the Trigger Date or (b) the Resale Satisfaction Date, the Company shall not, (1) directly or indirectly, offer, sell,
grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition
of) any of its or its Subsidiaries’ debt, equity or equity equivalent securities, including without limitation any debt, preferred stock
or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or
exercisable for Ordinary Shares or Ordinary Shares Equivalents, including, without limitation, any rights, warrants or options to subscribe
for or purchase Ordinary Shares or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares at a price
which varies or may vary with the market price of the Ordinary Shares, including by way of one or more reset(s) to any fixed price (any
such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), (2) enter into,
or effect a transaction under, any agreement, including, but not limited to, an equity line of credit or “at-the-market” offering,
whereby the Company may issue securities at a future determined price or (3) be party to any solicitations, negotiations or discussions
with regard to the foregoing. From the date hereof until the later of (a) the date that is three (3) months after the Trigger Date or
(b) the Resale Satisfaction Date, provided that any Series A Warrants remain outstanding and are exercisable, the Company and each Subsidiary
shall be prohibited from entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction.
(iii) The
restrictions contained in subsection (ii) of this Section 4(m) shall not apply in connection with the issuance of any Excluded Securities
(as defined in the Series A Warrants).
(n) Public
Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time
that all of the Securities, if a registration statement is not available for the resale of all of the Securities, may be sold without
restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall
(i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current
public information requirements under Rule 144(c) and such failure is not cured within fourteen (14) calendar days or (ii) if the Company
has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy
any condition set forth in Rule 144(i)(2) (each, a “Public Information Failure”), then, as partial relief for the damages
to any holder of Securities by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not
be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder an amount in cash equal to two
percent (2.0%) of the aggregate Purchase Price of such Investor’s Registrable Securities whether or not included in such Registration
Statement on the day of a Public Information Failure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less
than thirty Trading Days) until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such Public
Information Failure no longer prevents a holder of Securities from selling such Securities pursuant to Rule 144 without any restrictions
or limitations; provided, that for purposes of this sentence only, “Trading Day” shall include only Trading Days on which
the SEC’s EDGAR system accepts filings. The payments to which a holder shall be entitled pursuant to this Section 4(n) are referred
to herein as “Public Information Failure Payments.” Notwithstanding anything to the contrary contained herein, the aggregate
amount of all Public Information Failure Payments shall not exceed $5,000 per Trading Day and 10% of the aggregate Purchase Price (and
such reduced amount will be distributed pro rata amongst such holders based on the aggregate Purchase Price). Public Information Failure
Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Public Information Failure Payments
are incurred and (II) the third Business Day after the event or failure giving rise to the Public Information Failure Payments is cured.
In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments
shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.
(o) Lock-Up.
The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements (or any substantially similar lock-up
agreements signed by transferees of the initial parties to the Lock-Up Agreements) except to extend the term of the lock-up period and
shall enforce the provisions of each Lock-Up Agreement (or any substantially similar lock-up agreements signed by transferees of the initial
parties to the Lock-Up Agreements) in accordance with its terms. If any officer or director that is a party to a Lock-Up Agreement (or
any substantially similar lock-up agreements signed by transferees of the initial parties to the Lock-Up Agreements) breaches any provision
of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of such Lock-Up Agreement
(or any substantially similar lock-up agreements signed by transferees of the initial parties to the Lock-Up Agreements).
(p) Notice
of Disqualification Events. The Company will notify the Buyers in writing, prior to the Closing Date of (i) any Disqualification Event
relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating
to any Issuer Covered Person.
(q) FAST
Compliance. While any Warrants are outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated
Securities Transfer Program.
(r) QEF.
For so long as the Company is a passive foreign investment company (“PFIC”), upon the request of any Buyer at any time
and from time to time, the Company will promptly provide the information necessary for such Buyer to make a Qualified Electing Fund (QEF)
Election with respect to the Company and will cause each direct and indirect Subsidiary that the Company controls that is a PFIC to provide
such information with respect to such Subsidiary.
(s) Intentionally
omitted.
(t) Intentionally
omitted.
(u) Closing
Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered,
to each Buyer a complete closing set of the executed Transaction Documents, Securities and any other documents required to be delivered
to any party pursuant to Section 7 hereof or otherwise.
5. REGISTER; TRANSFER
AGENT INSTRUCTIONS.
(a) Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to each holder of Securities), a register for the Warrants in which the Company shall record the name and address of the Person in whose
name the Warrants have been issued (including the name and address of each transferee) and the number of Warrant Shares issuable upon
exercise of the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours
for inspection of any Buyer or its legal representatives.
(b) Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in
the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”) to issue certificates or
credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), for the Purchased
Shares and the Warrant Shares issued at the Closing or upon exercise of the Warrants in such amounts as specified from time to time by
each Buyer to the Company upon exercise of the Warrants. The Company warrants that no instruction other than the Irrevocable Transfer
Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(f) hereof, will be given
by the Company to its transfer agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company
as and to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer
of the Securities in accordance with Section 2(f), the Company shall permit the transfer and shall promptly instruct its transfer agent
to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as
specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves the
Purchased Shares or the Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule
144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive
legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in
addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer,
without the necessity of showing economic loss and without any bond or other security being required.
6. CONDITIONS TO
THE COMPANY’S OBLIGATION TO SELL.
The obligation of the Company
hereunder to issue and sell the Purchased Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit
and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Such
Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.
(ii) Such
Buyer shall have delivered to the Company the Purchase Price (less, in the case of the Lead Investor, the amounts withheld pursuant to
Section 4(g)), for the Purchased Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately
available funds pursuant to the wire instructions provided by the Company.
(iii) The
representations and warranties of such Buyer shall be true and correct as of the date when made and as of the Closing Date as though made
at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified
date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.
7. CONDITIONS TO
EACH BUYER’S OBLIGATION TO PURCHASE.
The obligation of each Buyer
hereunder to purchase the Purchased Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such
Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The
Company shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents, (B) the Purchased Shares (allocated
in such amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the related
Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.
(ii) Such
Buyer and the Placement Agent shall have received the opinion of Meitar | Law Offices, the Company’s outside Israeli counsel and of Sullivan &
Worcester LLP, the Company’s outside U.S. counsel, dated as of the Closing Date, in the form reasonably acceptable to such Buyer
and the Placement Agent.
(iii) The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered
to and acknowledged in writing by the Company’s transfer agent.
(iv) The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries
in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date
within ten (10) calendar days prior to the Closing Date.
(v) Reserved.
(vi) The
Company shall have delivered to such Buyer a certified copy of the Amended and Restated Articles of Association as certified by the Chief
Executive Officer.
(vii) The
Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as
to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to
the Placement Agent and (ii) the Amended and Restated Articles of Association, each as in effect at the Closing, in the form attached
hereto as Exhibit G.
(viii) The
representations and warranties of the Company shall be true and correct as of the date hereof and as of the Closing Date as though made
at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such
Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the
foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit H.
(ix) The
Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Ordinary Shares outstanding
as of a date within five (5) calendar days prior to the Closing Date.
(x) The
Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit I in favor of the Company
executed and delivered by each of the Persons listed on Schedule 7(x) (collectively, the “Lock-Up Agreements”).
(xi) The
Ordinary Shares (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of
the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal
Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below
the minimum listing maintenance requirements of the Principal Market.
(xii) The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the
Securities.
(xiii) The
Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer
or its counsel may reasonably request.
8. TERMINATION.
In the event that the Closing shall not have occurred with respect to a Buyer on or before five (5) Business Days from the date hereof
due to the Company’s or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s
failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect
to such breaching party at the close of business on such date by delivering a written notice to that effect to each other party to this
Agreement and without liability of any party to any other party; provided, however, that if this Agreement is terminated
pursuant to this Section 8, the Company shall remain obligated to reimburse the Lead Investor or its designee(s), as applicable, for the
expenses described in Section 4(g) above.
9. MISCELLANEOUS.
(a) Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or
..pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if
the signature were an original, not a facsimile or .pdf signature.
(c) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
(d) Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest
extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the
provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical
realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to
replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s).
(e) Entire
Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between
the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement,
the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with
respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any
Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be
amended other than by an instrument in writing signed by the Company and the holders of at least a majority of the aggregate amount of
Securities issued and issuable hereunder and under the Warrants (without regard to any restriction or limitation on the exercise of the
Warrants contained therein) and shall include the Lead Investor so long as the Lead Investor or any of its Affiliates holds any Securities
(the “Required Holders”), and any amendment to this Agreement made in conformity with the provisions of this Section
9(e) shall be binding on all Buyers and holders of Securities and the Company. No provisions hereto may be waived other than by an instrument
in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies
to less than all of the Buyers or holders of the applicable Securities then outstanding. No consideration shall be offered or paid to
any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration
(other than the reimbursement of legal fees) also is offered to all of the parties to the Transaction Documents, holders of Purchased
Shares or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any Buyers
relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction
Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment
or promise or has any other obligation to provide any financing to the Company or otherwise.
(f) Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the
terms of this Agreement or any of the other Transaction Documents must be in writing and will be deemed to have been delivered: (i) upon
receipt, when delivered personally; (ii) upon delivery when sent by facsimile on or prior to 5:00 pm (New York time) on such date (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), (iii) one (1) Business
Day after they are sent by facsimile after 5:00 pm (New York time) on a day (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); (iv) upon delivery when sent by electronic mail on or prior to 5:00 pm
(New York time) on such date (provided that the sending party does not receive an automated rejection notice); (v) one (1) Business Day
after they are sent by electronic mail after 5:00 pm (New York time) on such date (provided that the sending party does not receive an
automated rejection notice), or (iv) one (1) Business Day after deposit with an overnight courier service, in each case properly
addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:
If to the Company:
Jeffs’ Brands Ltd
7 Mezada Street
Bnei Brak, Israel 5126112
Telephone: +9723-7713520
Attention: Ronen Zalayet
E-mail: ronen@jeffsbrands.com
With a copy (for informational purposes only) to:
Meitar | Law Offices
16 Abba Hillel Road
Ramat-Gan 5250608 Israel
Telephone:+972-3-6103766
Attention: Dr. Shachar Hadar, Adv.
E-mail: shacharh@meitar.com
And
Sullivan & Worcester LLP
1633 Broadway
New York, New York 10019
Telephone: (212) 660-3000
Attention: Oded Har-Even, Esq.
Angela Gomes, Esq
E-mail: ohareven@sullivanlaw.com, agomes@sullivanlaw.com
If to the Transfer Agent:
VStock Transfer, LLC
18 Lafayette Pl
Woodmere, New York 11598
Telephone: (212) 828-8436
Attention: Patricia Sumoza
E-mail: patricia@vstocktransfer.com
action@vstocktransfer.com
If to a Buyer, to its address,
facsimile number and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth
on the Schedule of Buyers, or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person
as the recipient party has specified by written notice given to each other party five (5) calendar days prior to the effectiveness of
such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically
or electronically generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and
an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.
(g) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,
including any purchasers of the Purchased Shares or the Warrants. The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Required Holders, including by way of a Fundamental Transaction (unless the Company
is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Warrants). A Buyer may assign some
or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder
with respect to such assigned rights.
(h) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that (i) the Placement
Agent shall be a third party beneficiary to this Agreement to such extent required by the Placement Agent Agreement by and between the
Company and the Placement Agent dated as of or around the date hereof and (ii) each Indemnitee shall have the right to enforce the obligations
of the Company with respect to Section 9(k).
(i) Survival.
Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers contained in Sections
2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing. Each Buyer shall be responsible
only for its own representations, warranties, agreements and covenants hereunder.
(j) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
(k) Indemnification.
(i) In
consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition
to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless
each Buyer, such Buyer’s direct or indirect affiliates and investment advisors and managers (the “Buyer Related Parties”),
and all of such Buyer Related Parties’ respective direct or indirect officers, directors, employees, principals, partners, members, affiliates,
advisors and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement)
(collectively, and together with the Buyer Related Parties, the “Indemnitees”), as incurred and with such Indemnified
Liabilities (as defined below) to be paid by the Company to the Indemnitees as soon as practicable but in any event no later than twenty-five
(25) calendar days after written demand by Indemnitees therefor to the Company, from and against any and all actions, causes of action,
suits, claims (including causes of action, suits or claims asserted directly by or between an Indemnitee and the Company), losses, costs,
penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party
to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach
of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby, or (c) any action, cause of action, suit, claim, proceeding,
investigation, subpoena or similar event brought or made against or involving, or served upon, such Indemnitee by a third party (including
for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from or related to (i) the investment
in the Securities, the transactions contemplated by the Transaction Documents or the execution, delivery, performance or enforcement of
the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed
or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) the public announcement
by the Company of the Transaction Documents and/or the issuance of the Securities, including any accompanying release of the Company’s
financial results, or (iv) the status of such Indemnitee or holder of the Securities as an investor in the Company pursuant to the transactions
contemplated by the Transaction Documents, except in the event that such cause of action, suit or claim is determined by a court of competent
jurisdiction in a full and final resolution to be the sole result of the gross negligence, willful misconduct or fraud by any Buyer. To
the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.
(ii) A
claim for indemnification for any matter not involving a Third Party Claim (as defined below) may be asserted by written notice to the
party from whom indemnification is sought; provided, however, that failure to so notify the indemnitor hereunder (the “Indemnifying
Party”) shall not preclude the Indemnitee from any indemnification that it may claim in accordance with this Section 9(k).
(iii) Promptly
after the receipt by an Indemnitee of notice of any action, cause of action, suit, proceeding, claim, investigation, subpoena or similar
event by a third party that an Indemnitee believes in good faith is an indemnifiable claim hereunder (each, a “Third Party Claim”),
such Indemnitee shall deliver to the Indemnifying Party a written notice of such Third Party Claim (which notice shall include reasonable
detail, to the extent then known, of the basis for the liability and the particular section of the Agreement breached and a copy of all
papers served with respect to such Third Party Claim and any other reasonably necessary documents), and the Indemnifying Party shall have
the right to request to participate in and, with the consent of the Indemnitee (such consent not to be unreasonably withheld, delayed,
or conditioned), to assume control of the defense thereof with counsel selected by Indemnifying Party and reasonably satisfactory to the
Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses
of not more than one counsel for all such Indemnitees to be paid by the Indemnifying Party, if, in the reasonable opinion of counsel retained
by the Indemnitee, the representation by such counsel of the Indemnitee and the Indemnifying Party would be inappropriate due to (i) actual
conflicts of interests between such Indemnitee and the Indemnifying Party or (ii) the nature of such Third Party Claim. The Indemnitee
shall reasonably cooperate with the Indemnifying Party in connection with any negotiation or defense of any such Third Party Claim by
the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably requested by the Indemnifying Party which
relates to such Third Party Claim. The Indemnifying Party shall keep the Indemnitee reasonably apprised at all times as to the status
of the defense or any settlement negotiations with respect thereto. No Indemnifying Party shall be liable for any settlement of any action,
claim or proceeding arising out of any Third Party Claim effected without its prior written consent, provided, however,
that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. No Indemnifying Party shall, without the
prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability
in respect to such Third Party Claim and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following
indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnitee with respect to
all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written
notice to the Indemnifying Party within a reasonable time shall not relieve such Indemnifying Party of any liability to the Indemnitee
under this Section 9(k). For the avoidance of doubt, the obligations of the Indemnitee contained in this Section 9(k)(iii) shall apply
to Third Party Claims only, and shall not apply to direct claims by or between an Indemnitee and the Company.
(iv) Notwithstanding
any other provision of this Agreement, except in the case of fraud, no party shall be liable for any indirect (including lost profit),
exemplary or punitive damages or any other damages to the extent not reasonably foreseeable arising out of or in connection with this
Agreement or the transactions contemplated hereby (in each case, unless any such damages are awarded pursuant to a Third Party Claim).
(l) No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.
(m) Remedies.
Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights
and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders
have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically
(without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise
all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge
any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers. The
Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages and without posting a bond or other security.
(n) Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction
Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company does not timely
perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its
future actions and rights.
(o) Payment
Set Aside. To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to any of the other Transaction
Documents or the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
(p) Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under any Transaction Document are several and not joint with
the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer
under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant
hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert
or as a group, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the
Transaction Documents and the Company acknowledges that the Buyers are not acting in concert or as a group with respect to such obligations
or the transactions contemplated by the Transaction Documents. The Company acknowledges and each Buyer confirms that it has independently
participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall
be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or
out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding
for such purpose.
[Signature Page Follows]
IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of
the date first written above.
| |
COMPANY: |
| |
|
| |
JEFFS’ BRANDS LTD |
| |
|
| |
By: |
|
| |
|
Name: |
| |
|
Title: |
[Signature Page to Securities
Purchase Agreement]
IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of
the date first written above.
[Signature Page
to Securities Purchase Agreement]
IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of
the date first written above.
[Signature Page to Securities
Purchase Agreement]
IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of
the date first written above.
[Signature Page to Securities
Purchase Agreement]
SCHEDULE OF BUYERS
| (1) | |
| (2) | | |
| (3) | | |
| (4) | | |
| (5) | | |
| (6) | | |
| (7) | |
| Buyer | |
| Address,
Facsimile Number
and E-mail | | |
| Number of
Purchased
Shares | | |
| Number of
Series A
Warrant
Shares | | |
| Number of
Pre-Funded
Warrants | | |
| Purchase
Price | | |
| Legal
Representative’s
Address,
Facsimile
Number and
E-mail | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| [ ] | | |
| [ ] | | |
| | | |
$ | [ ] | | |
| | |
| | |
| | | |
| [ ] | | |
| [ ] | | |
| | | |
$ | [ ] | | |
| | |
| | |
| | | |
| [ ] | | |
| [ ] | | |
| | | |
$ | [ ] | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| TOTAL | |
| | | |
| [●] | | |
| [●] | | |
| | | |
$ | [●] | | |
| | |
EXHIBITS
| Exhibit A | |
Form of Pre-Funded Warrants |
| Exhibit B | |
Form of Series A Warrants |
| Exhibit C | |
Form of Series B Warrants |
| Exhibit D | |
Form of Registration Rights Agreement |
| Exhibit E | |
Form of Irrevocable Transfer Agent Instructions |
| Exhibit F | |
Form of Opinion of Company’s Counsel |
| Exhibit G | |
Form of Secretary’s Certificate |
| Exhibit H | |
Form of Officer’s Certificate |
| Exhibit I | |
Form of Lock-Up Agreement |
SCHEDULES
| Schedule 3(a) | |
Subsidiaries |
| Schedule 3(j) | |
SEC Documents |
| Schedule 3(k) | |
Absence of Certain Changes |
| Schedule 3(s) | |
Absence of Litigation |
| Schedule 3(p) | |
Transactions with Affiliates |
| Schedule 3(q) | |
Equity Capitalization |
| Schedule 3(r) | |
Indebtedness and Other Contracts |
| Schedule 3(s) | |
Absence of Litigation |
| Schedule 3(w) | |
Intellectual Property Rights |
| Schedule 3(aa) | |
Internal Accounting and Disclosure Controls |
Exhibit 10.2
REGISTRATION
RIGHTS AGREEMENT
REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2024, by and among Jeffs’ Brands Ltd, a corporation
incorporated in Israel, with headquarters located at 7 Mezada Street, Bnei Brak, Israel 5126112 (the “Company”), and
the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
WHEREAS:
A. In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue
and sell to each Buyer, units consisting of (i) shares (the “Purchased Shares”) of the Company’s ordinary shares, no
par value (the “Ordinary Shares”) and/or pre-funded warrants (the “Pre-Funded Warrants”) to purchase
Ordinary Shares (such underlying Ordinary Shares, the “Pre-Funded Warrant Shares”) in accordance with the terms of the
Pre-Funded Warrants and (ii) two (2) series of warrants (the “Series A and Series B Warrants” and together with the
Pre-Funded Warrants, the “Warrants”) to purchase Ordinary Shares (such underlying Ordinary Shares, collectively, the
“Series A and Series B Warrant Shares” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”)
in accordance with the terms of the Series A and Series B Warrants.
B. In
accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”), and applicable state securities laws.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:
1. Definitions.
Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:
(a) “Additional
Effective Date” means the date the Additional Registration Statement is declared effective by the SEC.
(b) “Additional
Effectiveness Deadline” means the date which is the earlier of (i) in the event that the Additional Registration Statement (x)
is not subject to a full review by the SEC, the date which is thirty (30) calendar days after the earlier of the Additional Filing Date
and the Additional Filing Deadline or (y) is subject to a full review by the SEC, the date which is sixty (60) calendar days after the
earlier of the Additional Filing Date and the Additional Filing Deadline and (ii) the fifth (5th) Business Day after the date the Company
is notified (orally or in writing, whichever is earlier) by the SEC that such Additional Registration Statement will not be reviewed
or will not be subject to further review; provided, however, that if the Additional Effectiveness Deadline falls on a Saturday, Sunday
or other day that the SEC is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on
which the SEC is open for business.
(c) “Additional
Filing Date” means the date on which the Additional Registration Statement is filed with the SEC.
(d) “Additional
Filing Deadline” means if Cutback Shares are required to be included in any Additional Registration Statement, the later of
(i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately preceding
Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the most recent Additional Effective
Date, as applicable.
(e) “Additional
Registrable Securities” means, (i) any Cutback Shares not previously included on a Registration Statement, and (ii) any capital
stock of the Company issued or issuable with respect to the Purchased Shares, the Warrants, the Warrant Shares or the Cutback Shares,
as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard
to any limitations on exercise of the Warrants.
(f) “Additional
Registration Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering
the resale any Additional Registrable Securities.
(g) “Additional
Required Registration Amount” means any Cutback Shares not previously included on a Registration Statement, all subject to adjustment
as provided in Section 2(f), without regard to any limitations on the exercise of the Warrants.
(h) “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are authorized
or required by law to remain closed.
(i) “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement.
(j) “Cutback
Shares” means any of the Initial Required Registration Amount or the Additional Required Registration Amount of Registrable
Securities not included in all Registration Statements previously declared effective hereunder as a result of a limitation on the maximum
number of Ordinary Shares of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415. For the purpose of
determining the Cutback Shares, in order to determine any applicable Required Registration Amount, unless an Investor gives written notice
to the Company to the contrary with respect to the allocation of its Cutback Shares, first the Warrant Shares shall be excluded on a
pro rata basis among the Investors until all of the Warrant Shares have been excluded and second the Purchased Shares shall be excluded
on a pro rata basis among the Investors until all of the Purchased Shares have been excluded.
(k) Intentionally
omitted.
(l) “effective”
and “effectiveness” refer to a Registration Statement that has been declared effective by the SEC and is available for
the resale of the Registrable Securities required to be covered thereby.
(m) “Effective
Date” means the Initial Effective Date and the Additional Effective Date, as applicable.
(n) “Effectiveness
Deadline” means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.
(o) “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., the NYSE American, The NASDAQ Global Select Market, The
Nasdaq Global Market, OTC QB or OTC QX.
(p) “Filing
Deadline” means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.
(q) “Initial
Effective Date” means the date that the Initial Registration Statement has been declared effective by the SEC.
(r) “Initial
Effectiveness Deadline” means the date which is the earlier of (x) (i) in the event that the Initial Registration Statement
is not subject to a full review by the SEC, fifty (50) calendar days after the Closing Date or (ii) in the event that the Initial Registration
Statement is subject to a full review by the SEC or in the event that the Company is notified by the SEC to refile the Initial Registration
Statement on Form F-1, seventy (70) calendar days after the Closing Date and (y) the fifth (5th) Business Day after the date the Company
is notified (orally or in writing, whichever is earlier) by the SEC that such Initial Registration Statement will not be reviewed or
will not be subject to further review; provided, however, that if the Initial Effectiveness Deadline falls on a Saturday, Sunday or other
day that the SEC is closed for business, the Initial Effectiveness Deadline shall be extended to the next Business Day on which the SEC
is open for business.
(s) “Initial
Filing Date” means the date on which the Initial Registration Statement is filed with the SEC.
(t) “Initial
Filing Deadline” means the date which is twenty (20) Trading Days after the Closing Date.
(u) “Initial
Registrable Securities” means (i) the Purchased Shares issued, (ii) the Warrant Shares issued or issuable upon exercise of the
Warrants and (iii) any capital stock of the Company issued or issuable with respect to the Purchased Shares, the Warrant Shares or the
Warrants, in each case as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitations on the exercise of the Warrants.
(v) “Initial
Registration Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering
the resale of Initial Registrable Securities.
(w) “Initial
Required Registration Amount” means the sum of (i) the number of Purchased Shares issued and (ii) the maximum number of Warrant
Shares issued and issuable pursuant to the Warrants without giving effect to any limitation on exercise set forth therein and, assuming
with respect to the Series B Warrants, that the Maximum Eligibility Number is determined based on a Reset Price equal to $0.68 (as adjusted
for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other
similar events occurring after the date hereof), each as of the Trading Day immediately preceding the applicable date of determination
and all subject to adjustment as provided in Section 2(f), without regard to any limitations on the exercise of the Warrants.
(x) “Investor“
means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or
assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with
Section 9.
(y) “Maximum
Eligibility Number” shall have the meaning set forth in the Series B Warrants.
(z) “Person“
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.
(aa) “Principal
Market” means The Nasdaq Capital Market.
(bb) “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or more
Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration or ordering
of effectiveness of such Registration Statement(s) by the SEC.
(cc) “Registrable
Securities” means the Initial Registrable Securities and the Additional Registrable Securities.
(dd) “Registration
Statement” means the Initial Registration Statement and the Additional Registration Statement, as applicable.
(ee) “Required
Holders” means the holders of at least a majority of the Registrable Securities.
(ff) “Required
Registration Amount” means either the Initial Required Registration Amount or the Additional Required Registration Amount, as
applicable.
(gg) “Reset
Price” shall have the meaning set forth in the Series B Warrants.
(hh) “Rule
415” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous or
delayed basis.
(ii) “SEC“
means the United States Securities and Exchange Commission.
(jj) “Series
B Warrants” shall have the meaning set forth in the Securities Purchase Agreement.
(kk) “Trading
Day” means any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the Ordinary Shares on such day, then on the principal securities exchange or securities market on which the Ordinary
Shares are then traded.
2. Registration.
(a) Initial
Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Initial Filing Deadline,
file with the SEC the Initial Registration Statement on Form F-3 covering the resale of all of the Initial Registrable Securities. In
the event that Form F-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration
on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration
Statement prepared pursuant hereto shall register for resale at least the number of Ordinary Shares equal to the Initial Required Registration
Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided
in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan
of Distribution” and “Selling Stockholders” sections in substantially the form attached hereto as Exhibit
B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as
soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd)
Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act
the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.
(b) Additional
Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing
Deadline, file with the SEC an Additional Registration Statement on Form F-3 covering the resale of all of the Additional Registrable
Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit
the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file Additional
Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining
Additional Registrable Securities until the Additional Required Registration Amount has been registered with the SEC. In the event that
Form F-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another
appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). Each Additional Registration
Statement prepared pursuant hereto shall register for resale at least that number of Ordinary Shares equal to the Additional Required
Registration Amount determined as of the date such Additional Registration Statement is initially filed with the SEC, subject to adjustment
as provided in Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders)
the “Plan of Distribution” and “Selling Stockholders” sections in substantially the form attached hereto
as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective
by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the
Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933
Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.
(c) Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or
decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number
of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities
or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such
Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable
Securities included in such Registration Statement for such transferor. Any Ordinary Shares included in a Registration Statement and
which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be
allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered
by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration
Statement without the prior written consent of the Required Holders.
(d) Legal
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 (“Legal Counsel”), which shall be designated by the Required Holders. The
Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.
(e) Ineligibility
for Form F-3. In the event that Form F-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form F-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form F-3 as soon as such form is available, provided
that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement
on Form F-3 covering the Registrable Securities has been declared effective by the SEC.
(f) Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such
Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend
the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of
such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days
after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number
of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities”
if at any time the number of Ordinary Shares available for resale under the Registration Statement is less than the product determined
by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence
shall be made without regard to any limitations on the exercise of the Warrants, and such calculation shall assume that the Warrants
are then exercisable in full into Ordinary Shares without regard to any limitation on exercise set forth therein and, assuming with respect
to the Series B Warrants, that the Maximum Eligibility Number is being determined based on a Reset Price equal to $0.68 (as adjusted
for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other
similar events occurring after the date hereof).
(g) Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when
declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration
Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required
to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing
Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness
Failure”) or (iii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be
included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant
to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation
imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is
necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of Ordinary Shares
or a failure to maintain the listing of the Ordinary Shares) (a “Maintenance Failure”) then, as partial relief for the
damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Ordinary Shares (which remedy
shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the
additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities
relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is
defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration
Statement on each of the following dates: (i) the day of a Registration Failure and on each thirtieth Trading Day thereafter (pro-rated
for periods totaling less than thirty Trading Days) until such Registration Failure is cured, (ii) the day of a Filing Failure and on
each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Filing Failure is cured;
(iii) the day of an Effectiveness Failure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty
Trading Days) until such Effectiveness Failure is cured; and (iv) the initial day of a Maintenance Failure and on each thirtieth Trading
Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Maintenance Failure is cured; provided, that
aggregate amount of all Registration Delay Payments to all holders shall not exceed $5,000 per Trading Day and ten percent (10%) of the
aggregate Purchase Price (and such reduced amount will be distributed pro rata amongst such holders based on the aggregate Purchase Price),
and provided further, that for purposes of this sentence only, “Trading Day” shall include only Trading Days on which the
SEC’s EDGAR system accepts filings. Notwithstanding anything to the contrary contained herein, no Registration Failure, Filing
Failure, Effectiveness Failure or Maintenance Failure shall continue to accrue Registration Delay Payments after the end of the Registration
Period. For the avoidance of doubt, in the event of a simultaneous occurrence of a Registration Failure, Filing Failure, Maintenance
Failure or Effectiveness Failure, the Company shall only be required to make Registration Delay Payments with respect to one such event.
The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay
Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business
Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration
Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%)
per month (prorated for partial months) until paid in full.
3. Related
Obligations.
At
such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the
Company will use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
(a) The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use its
reasonable best efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as practicable
after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration Statement effective
pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities
covered by such Registration Statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance
with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold
all of the Registrable Securities covered by such Registration Statement (the “Registration Period”). The Company shall
ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall 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 (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The term
“best efforts” shall mean, among other things, that the Company shall submit to the SEC, within two (2) Business Days after
the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the staff of
the SEC or that the staff has no further comments on a particular Registration Statement, as the case may be, and (ii) the approval of
Legal Counsel pursuant to Section 3(c) (which approval is promptly sought), a request for acceleration of effectiveness of such Registration
Statement to a time and date not later than two (2) Business Days after the submission of such request, unless the Company is directed
to a submit a request for acceleration of effectiveness of such Registration Statement to a later time and date by the SEC. The Company
shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later
than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration
Statement to be declared effective.
(b) The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement
and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and,
during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company
covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of
amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant
to this Section 3(b)) by reason of the Company filing a report on Form 20-F or Form 6-K or any analogous report under the Securities
Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report by reference into
such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934
Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.
(c) The
Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days prior
to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form
20-F, Reports of Foreign Private issuer on Form 6-K, and any similar or successor reports) within a reasonable number of days prior to
their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel
reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment
or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall
furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its
representatives relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of
any Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein
by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy
of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate
with Legal Counsel in performing the Company’s obligations pursuant to this Section 3.
(d) The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each
preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request)
and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.
(e) The
Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies,
the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky”
laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a
condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this
Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in
any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities
for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of
the initiation or threatening of any proceeding for such purpose.
(f) The
Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after becoming
aware of such event but in any event on the same Trading Day as such event, as a result of which the prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided
that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement
or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement
or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request).
The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or email on the same day of such effectiveness
and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus
or related information and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate. By 9:30 a.m. New York City time on the date following the date any post-effective amendment has become effective,
the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with
sales pursuant to such Registration Statement.
(g) The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Legal Counsel
and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding for such purpose.
(h) If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an Investor
believes that it could reasonably be deemed to be an underwriter of Registrable Securities, at the reasonable request of such Investor,
the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to
time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public
accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten
public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to
the Investors.
(i) If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an Investor
believes that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall make available for inspection
by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors (collectively, the
“Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company
(collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers,
directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector
shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information
which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a)
the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise
required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a
court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public
other than by disclosure in violation of this Agreement. Each Investor agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and
allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the
Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be
deemed to limit the Investors’ ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws
and regulations.
(j) The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i)
disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement.
The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court
or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor,
at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
(k) The
Company shall use its reasonable best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement
to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any,
if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion for quotation
of all of the Registrable Securities on the Principal Market or (iii) if, despite the Company’s reasonable best efforts, the Company
is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on an Eligible Market for such
Registrable Securities and, without limiting the generality of the foregoing, to use its reasonable best efforts to arrange for at least
two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as such with respect
to such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section
3(k).
(l) The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered
pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the
Investors may reasonably request and registered in such names as the Investors may request.
(m) If
requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective amendment
such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required
filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested
by an Investor holding any Registrable Securities.
(n) The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.
(o) The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close
of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158
under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following
the applicable Effective Date of a Registration Statement.
(p) The
Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.
(q) Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration
Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.
(r) Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public information
concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company
and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace
Period”); provided, that the Company shall promptly (i) notify the Investors in writing of the existence of material, non-public
information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public
information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date
on which the Grace Period ends; and, provided further, that no Grace Period shall exceed five (5) consecutive days and during any three
hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of twenty (20) days and the first day of any Grace
Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”).
For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive
the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to
in clause (ii) and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period
of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section
3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Ordinary Shares to a transferee of an Investor
in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale, prior to the Investor’s receipt of the notice of a Grace Period and for which
the Investor has not yet settled.
(s) Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing
with the SEC, the Principal Market or any Eligible Market and any Investor being deemed an underwriter by the SEC shall not relieve the
Company of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement);
provided, however, that the foregoing shall not prohibit the Company from including the disclosure found in the “Plan of Distribution”
section attached hereto as Exhibit B in the Registration Statement.
(t) Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after
the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights
granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof.
4. Obligations
of the Investors.
(a) At
least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each Investor
in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable
Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete any
registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall
furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition
of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.
(b) Each
Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by
the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified
the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement.
(c) Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g)
or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of the supplemented or amended
prospectus as contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment
is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Ordinary Shares
to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the
Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which the Investor
has not yet settled.
(d) Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an
exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.
5. Expenses
of Registration.
All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company shall be paid by the Company.
6. Indemnification.
In
the event any Registrable Securities are included in a Registration Statement under this Agreement:
(a) To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors,
officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning
of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims (including causes of action,
suits or claims asserted directly by or between an Indemnitee and the Company), damages, liabilities, judgments, fines, penalties, charges,
costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”),
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened,
whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become
subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment
thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus if used prior to the Effective Date of such Registration Statement, or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act,
the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to
the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters
in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c), the Company shall
reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company
by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof
or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); (ii) shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld or delayed ; and (iii) shall not apply to amounts paid in settlement of any direct Claim by or between
an Indemnitee and the Company. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.
(b) In
connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of
its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the
meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to
which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise
out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon
and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(c), such Investor shall reimburse the Indemnified Party for any legal or other expenses reasonably
incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall
not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only
that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9.
(c) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and, except in the case of a direct Claim, for which the remainder of this Section 6(c) shall not apply,
the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying
party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified
Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified
Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party, as the
case may be, and the indemnifying party would be inappropriate due to actual differing interests between such Indemnified Person or Indemnified
Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred
to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable
Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall reasonably
cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which
relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for
any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent
of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person
of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault
on the part of the Indemnified Party or Indemnified Person. Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend
such action by such lack of notice.
(d) The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.
(e) The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.
7. Contribution.
To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person
involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable
Securities pursuant to such Registration Statement.
8. Reports
Under the 1934 Act.
With
a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation
of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees to:
(a) make
and keep public information available, as those terms are understood and defined in Rule 144;
(b) file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions
of Rule 144; and
(c) furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information
as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.
9. Assignment
of Registration Rights.
The
rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s
Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after
such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities
with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment
the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities
laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee
or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have
been made in accordance with the applicable requirements of the Securities Purchase Agreement.
10. Amendment
of Registration Rights.
Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver
that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any Investor
relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such adversely affected
Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. No
such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration
shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the
same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.
11. Miscellaneous.
(a) A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable
Securities.
(b) Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon delivery, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), (iii) upon delivery,
when sent by electronic mail (provided that the sending party does not receive an automated rejection notice); or (iv) one Business Day
after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.
The addresses, facsimile numbers and e-mail addresses for such communications shall be:
If
to the Company:
Jeffs’
Brands Ltd
7
Mezada Street
Bnei
Brak, Israel 5126112
Telephone:
+9723-7713520
Attention: Ronen
Zalayet
E-mail: ronen@jeffsbrands.com
With
a copy (for informational purposes only) to:
Meitar
| Law Offices
16
Abba Hillel Road
Ramat-Gan
5250608 Israel
Telephone:+972-3-6103766
Attention:
Dr. Shachar Hadar, Adv.
E-mail: shacharh@meitar.com
And
Sullivan &
Worcester LLP
1633 Broadway
New York, New York 10019
Telephone: (212) 660-3000
Attention:
Oded Har-Even, Esq.
Angela
Gomes, Esq
E-mail: ohareven@sullivanlaw.com,
agomes@sullivanlaw.com
If
to the Transfer Agent:
VStock
Transfer, LLC
18
Lafayette Pl
Woodmere.
New York 11598
Telephone: (212)
828-8436
Attention: Patricia
Sumoza
E-mail:
patricia@vstocktransfer.com
action@vstocktransfer.com
If
to a Buyer, to its address, facsimile number or email address set forth on the Schedule of Buyers attached hereto, with copies to such
Buyer’s representatives as set forth on the Schedule of Buyers, or to such other address, facsimile number and/or email address to the
attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to
the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s facsimile machine or e-mail transmission containing the time,
date, recipient facsimile number or e-mail address and an image of the first page of such transmission or (C) provided by a courier or
overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
(c) Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
(d) All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(e) If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).
(f) This
Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein and
therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the
other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.
(g) Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.
(h) The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(i) This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
(j) Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
(k) All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified
in this Agreement, by the Required Holders, determined as if all of the Warrants held by Investors then outstanding have been exercised
for Registrable Securities without regard to any limitations on exercise of the Warrants.
(l) The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.
(m) This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.
(n) The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of this
Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein, and no
action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to
such obligations or the transactions contemplated herein.
*
* * * * *
[Signature Page Follows]
IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above.
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COMPANY: |
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JEFFS’ BRANDS LTD |
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By: |
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Name: |
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Title: |
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[Signature Page to Registration Rights Agreement]
IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above.
[Signature Page to Registration Rights Agreement]
IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above.
[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, each
Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the
date first written above.
[Signature Page to Registration Rights Agreement]
SCHEDULE
OF BUYERS
Buyer | |
Buyer
Address, Facsimile
Number and E-mail | | |
Buyer’s
Representative’s Address, Facsimile Number and E-Mail | |
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EXHIBIT
A
FORM
OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
[ ]
[Address]
[Address]
Telephone: [ ]
Facsimile:
[ ]
Attention: [ ]
E-mail: [ ]
Ladies
and Gentlemen:
[We
are][I am] counsel to Jeffs’ Brands Ltd, a corporation incorporated in Israel (the “Company”), and have represented
the Company in connection with that certain Securities Purchase Agreement, dated as of January 25, 2024 (the “Securities Purchase
Agreement”), entered into by and among the Company and the buyers named therein (collectively, the “Holders”)
pursuant to which the Company issued to the Holders shares (“Purchased Shares”) of the Company’s ordinary shares, no
par value (the “Ordinary Shares”) and three series of warrants exercisable for Ordinary Shares (the “Warrants”).
Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the
“Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of
the Registrable Securities (as defined in the Registration Rights Agreement), including the Purchased Shares and the Ordinary Shares
issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “1933 Act”). In connection
with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 2024, the Company filed a Registration Statement
on Form F-3 (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder.
In
connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has
entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on
[ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that
any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened
by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
This
letter shall serve as our standing instruction to you that the Ordinary Shares are freely transferable by the Holders pursuant to the
Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of Ordinary
Shares to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated January [●], 2024.
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Very truly yours, |
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[ISSUER’S COUNSEL] |
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By: |
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| CC: | [LIST
NAMES OF HOLDERS] |
EXHIBIT
B
SELLING
STOCKHOLDERS
The
ordinary shares being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable
to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares
and the warrants, see “Private Placement of Purchased Shares and Warrants” above. We are registering the ordinary shares in
order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the ordinary shares
and the warrants, the selling stockholders have not had any material relationship with us within the past three years.
The
table below lists the selling stockholders and other information regarding the beneficial ownership of the ordinary shares by each of
the selling stockholders. The second column lists the number of ordinary shares beneficially owned by each selling stockholder, based
on its ownership of the ordinary shares and the warrants, as of ________, 202_, assuming exercise of the warrants held by the selling
stockholders on that date, without regard to any limitations on exercises.
The
third column lists the ordinary shares being offered by this prospectus by the selling stockholders.
In
accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale
of at least the sum of (i) the maximum number of ordinary shares issued and (ii) the maximum number of ordinary shares issuable upon
exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately
preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the
applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any
limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders
pursuant to this prospectus.
Under
the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder,
together with its affiliates, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary
shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of the warrants which
have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell
all, some or none of their shares in this offering. See “Plan of Distribution.”
| Name of Selling Stockholder | |
Number of Ordinary Shares Owned Prior to Offering | | |
Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus | | |
Number of Ordinary Shares Owned After Offering | |
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PLAN
OF DISTRIBUTION
We
are registering the ordinary shares previously issued and upon exercise of the warrants to permit the resale of these ordinary shares
by the holders thereof and holders of the ordinary shares and warrants from time to time after the date of this prospectus. We will not
receive any of the proceeds from the sale by the selling stockholders of the ordinary shares. We will bear all fees and expenses incident
to our obligation to register the ordinary shares.
The
selling stockholders may sell all or a portion of the ordinary shares beneficially owned by them and offered hereby from time to time
directly or through one or more underwriters, broker-dealers or agents. If the ordinary shares are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The ordinary shares may
be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined
at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,
| ● | on
any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale; |
| ● | in
the over-the-counter market; |
| ● | in
transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
| ● | through
the writing of options, whether such options are listed on an options exchange or otherwise; |
| ● | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block
trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an
exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately
negotiated transactions; |
| ● | sales
pursuant to Rule 144; |
| ● | broker-dealers
may agree with the selling securityholders to sell a specified number of such shares at a
stipulated price per share; |
| ● | a
combination of any such methods of sale; and |
| ● | any
other method permitted pursuant to applicable law. |
If
the selling stockholders effect such transactions by selling ordinary shares to or through underwriters, broker-dealers or agents, such
underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling
stockholders or commissions from purchasers of the ordinary shares for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary
in the types of transactions involved). In connection with sales of the ordinary shares or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers, which may in turn engage in short sales of the ordinary shares in the course of hedging
in positions they assume. The selling stockholders may also sell ordinary shares short and ordinary shares covered by this prospectus
to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan
or pledge ordinary shares to broker-dealers that in turn may sell such shares.
The
selling stockholders may pledge or grant a security interest in some or all of the warrants or ordinary shares owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares
from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate
the ordinary shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.
The
selling stockholders and any broker-dealer participating in the distribution of the ordinary shares may be deemed to be “underwriters”
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the ordinary
shares is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of ordinary shares
being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers.
Under
the securities laws of some states, the ordinary shares may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the ordinary shares may not be sold unless such shares have been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that any selling stockholder will sell any or all of the ordinary shares registered pursuant to the registration
statement, of which this prospectus forms a part.
The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange
Act, which may limit the timing of purchases and sales of any of the ordinary shares by the selling stockholders and any other participating
person. Regulation M may also restrict the ability of any person engaged in the distribution of the ordinary shares to engage in market-making
activities with respect to the ordinary shares. All of the foregoing may affect the marketability of the ordinary shares and the ability
of any person or entity to engage in market-making activities with respect to the ordinary shares.
We
will pay all expenses of the registration of the ordinary shares pursuant to the registration rights agreement, estimated to be $[ ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance
with the registration rights agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling
stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished
to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement,
or we may be entitled to contribution.
Once
sold under the registration statement, of which this prospectus forms a part, the ordinary shares will be freely tradable in the hands
of persons other than our affiliates.
B-5
Exhibit 10.3
AEGIS CAPITAL CORP.
January 25, 2024
PERSONAL AND CONFIDENTIAL
Mr. Viki Hakmon, Chief Executive Officer
Jeffs’ Brands Ltd
7 Mezada St.
Bnei Brak, Israel 5126112
| Re: | JFBR Private Placement | Placement Agent Agreement |
Dear Mr. Hakmon:
The purpose of this placement
agent agreement (this “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”)
will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the
“Placement”) by Jeffs’ Brands Ltd (collectively, with its subsidiaries and controlled affiliates, the
“Company”) of its Ordinary Shares, Warrants to purchase Ordinary Shares, and Pre-Funded Warrants to purchase
Ordinary Shares (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which
the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable
“best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the
Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect
to securing any other financing on behalf of the Company. The Company confirms that entry into this Agreement and completion of the Placement
with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank. Capitalized terms that are
used but not otherwise defined herein shall have the meanings given to such terms in the Securities Purchase Agreement (as defined herein).
The terms of our agreement in
principle are as follows:
1. Engagement.
The Company hereby engages Aegis, for the period beginning on the date hereof and ending one (1) month thereafter or upon the completion
of the Placement (the “Closing”), whichever is sooner (the “Engagement Period”), to
act as the Company’s lead placement agent and investment banker in connection with the proposed Placement. During the Engagement
Period or until the consummation of the Placement, and as long as Aegis is proceeding in good faith with preparations for the Placement,
the Company agrees not to solicit, negotiate with or enter into any agreement with any other source of financing (whether equity, debt
or otherwise), any underwriter, potential underwriter, placement agent, financial advisor, investment banking firm or any other person
or entity in connection with an offering of the Company’s debt or equity securities or any other financing by the Company. Aegis
will use its reasonable “best efforts” to solicit offers to purchase the Securities from the Company on the terms, and subject
to the conditions, set forth in this Agreement. Aegis shall use commercially reasonable efforts to assist the Company in obtaining performance
by each Buyer whose offer to purchase Securities has been solicited by Aegis, but Aegis shall not, except as otherwise provided in this
Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such
purchase is not consummated for any reason. The Company acknowledges that under no circumstances will Aegis be obligated to underwrite
or purchase any Securities for its own account and, in soliciting purchases of the Securities, Aegis shall act solely as an agent of the
Company. The services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal”
basis.
1345 Avenue of the Americas,
27th Floor, New York, New York 10105 (212) 813-1010/Fax (212) 813-1047
Member FINRA, SIPC
2. The
Placement. The Placement shall consist of a sale of up to approximately $7.0 million of the Company’s Securities.
Aegis will act as the exclusive placement agent for the Placement subject to, among other matters referred to herein and additional
customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by
the Nasdaq Stock Exchange (“Exchange”) of the Securities to be issued, and the execution of a definitive
Securities Purchase Agreement, dated as of the date hereof, in connection with the Placement (the “Securities Purchase
Agreement”). The actual size of the Placement, the precise number and type of Securities to be offered by the Company and
the offering price will be the subject of continuing negotiations between the Company and the Buyers thereto. In connection with the
entry into the Securities Purchase Agreement, the Company (i) will meet with Aegis and its representatives to discuss such due
diligence matters and to provide such documents as Aegis may require; (ii) will not file with the Commission any document regarding
the Placement without the prior approval of Aegis and its counsel; (iii) will deliver to Aegis and the Buyers in the Placement such
legal opinions and certificates (including, without limitation, , legal opinions, good standing certificates and officers’ and
secretary certificates) as set forth in the Securities Purchase Agreement.
3. Placement
Compensation. The placement agent commission for the Placement of any Securities will be 8.50% of the gross cash proceeds raised
in the Placement if such gross cash proceeds are up to $7.5 million and 9% of the gross cash proceeds raised in the Placement if the gross
cash proceeds are above $7.5 million.
4. Reserved.
5. Reserved.
6. Company
Standstill. In connection with the Placement, for a period of sixty (60) days from the effectiveness of the Registration Statement
of the Placement, without the prior written consent of the Buyers, the Company will not (a) offer, sell, issue, or otherwise transfer
or dispose of, directly or indirectly, any equity of the Company or any securities convertible into or exercisable or exchangeable for
equity of the Company; (b) file or caused to be filed any registration statement with the Commission relating to the offering of any equity
of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; or (c) enter into any agreement
or announce the intention to effect any of the actions described in subsections (a) or (b) hereof (all of such matters, the “Standstill”).
The following matters shall not be prohibited by the Standstill: (i) the adoption of an equity incentive plan and the grant of awards
or equity pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8; (ii) securities issued pursuant
to agreements, options, restricted share units or convertible securities existing as of the date hereof provided the terms are not modified
and (iii) securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation, purchase of equity,
purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company, provided that such
securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or
permit the filing of any registration statement in connection therewith during the Standstill Period, and provided that any such issuance
shall only be to a person or entity (or to the equityholders of an entity) 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.
7. Expenses.
The Company will be responsible for and will pay all expenses relating to the Placement, including, without limitation, (a) all filing
fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA filing fees (if any); (c) all fees
and expenses relating to the listing of the Company’s equity or equity-linked securities on an Exchange; (d) all fees, expenses
and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of
such states and other jurisdictions as Aegis may reasonably designate (including, without limitation, all filing and registration fees,
and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be Aegis’s counsel)
unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) all fees, expenses and disbursements
relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as
Aegis may reasonably designate; (f) the costs of all mailing and printing of the Placement documents; (g) transfer and/or stamp taxes,
if any, payable upon the transfer of Securities from the Company to Aegis; (h) the fees and expenses of the Company’s accountants;
and (i) $90,000 for fees and expenses including due diligence, and reasonable legal fees and disbursements for Aegis’s counsel and
the fees of the legal counsel of the lead investors in the Placement.
8. Right
of First Refusal. If, for the period beginning on the Closing Date of the Placement and ending six (6) months after the Closing
Date of the Placement, the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness, Aegis (or any affiliate
designated by Aegis) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to
such financing or refinancing; or (b) decides to raise funds by means of a public offering (including at-the-market facility) or a private
placement or any other capital raising financing of equity, equity-linked or debt securities, Aegis (or any affiliate designated by Aegis)
shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If Aegis or one
of its affiliates decides to accept any such engagement, the agreement governing such engagement (each, a “Subsequent Transaction
Agreement”) will contain, among other things, provisions for customary fees for transactions of similar size and nature, but in
no event will the fees be less than those outlined herein, and the provisions of this Agreement, including indemnification, which are
appropriate to such a transaction. Notwithstanding the foregoing, the decision to accept the Company’s engagement under this Section
8 shall be made by Aegis or one of its affiliates, by a written notice to the Company, within ten (10) days of the receipt of the Company’s
notification of its financing needs.
9. Conditions
of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to (i) the accuracy
of the representations and warranties on the part of the Company in the Securities Purchase Agreement, in each case as of the date hereof
and as of the Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations under
the Securities Purchase Agreement on and as of such dates, and (ii) the Company’s satisfaction of its obligations under Section
7 set forth in the Securities Purchase Agreement.
10. Termination.
Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees,
reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor
and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the
contrary contained herein, the Company has the right to terminate this Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i).
The exercise of such right of termination for cause eliminates the Company’s obligations with respect to the provisions relating
to the right of first refusal. Furthermore, the Company agrees that during Aegis’s engagement hereunder, all inquiries from prospective
investors will be referred to Aegis. Regardless of termination and except as stated in this Section 10, Section 8 of this Agreement
will still remain in full effect if the Placement is consummated.
11. Publicity.
The Company agrees that it will not issue press releases or engage in any other publicity outside of the ordinary course of the Company’s
business, without Aegis’s prior written consent, such consent not to be withheld unreasonably, commencing on the date hereof and
continuing until the Closing of the Placement.
12. Information.
During the Engagement Period or until the Closing, the Company agrees to cooperate with Aegis and to furnish, or cause to be
furnished, to Aegis, any and all information and data concerning the Company, and the Placement that Aegis deems appropriate (the
“Information”). The Company will provide Aegis reasonable access during normal business hours from and
after the date of execution of this Agreement until the date of the Closing to all of the Company’s assets, properties, books,
contracts, commitments and records and to the Company’s officers, directors, employees, appraisers, independent accountants,
legal counsel and other consultants and advisors. Except as contemplated by the terms hereof or as required by applicable law, Aegis
will keep strictly confidential all non-public Information concerning the Company provided to Aegis. No obligation of
confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter enters the public
domain without a breach by Aegis, (b) was known or became known by Aegis prior to the Company’s disclosure thereof to Aegis as
demonstrated by the existence of its written records, (c) becomes known to Aegis from a source other than the Company which
information is not provided by the breach of an obligation of confidentiality owed to the Company, (d) is disclosed by the Company
to a third party without restrictions on its disclosure or (e) is independently developed by Aegis as demonstrated by its written
records. For the avoidance of doubt, except as otherwise provided herein, all information which is not publicly available relating
to the Company’s proprietary technology is proprietary and confidential.
13. No
Third Party Beneficiaries; No Fiduciary Obligations. This Agreement does not create, and shall not be construed as creating, rights
enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof.
The Company acknowledges and agrees that: (i) Aegis is not and shall not be construed as a fiduciary of the Company and shall have no
duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of Aegis hereunder, all of which are hereby expressly waived; and (ii) Aegis is a full service securities firm engaged in a wide range
of businesses and from time to time, in the ordinary course of its business, Aegis or its affiliates may hold long or short positions
and trade or otherwise effect transactions for its own account or the account of its customers in debt or equity securities or loans of
the companies which may be the subject of the transactions contemplated by this Agreement. During the course of Aegis’s engagement
with the Company, Aegis may have in its possession material, non-public information regarding other companies that could potentially be
relevant to the Company or the transactions contemplated herein but which cannot be shared due to an obligation of confidence to such
other companies.
14. Indemnification,
Advancement & Contribution.
(a) Indemnification.
The Company agrees to indemnify and hold harmless Aegis, its affiliates and each person controlling Aegis (within the meaning of Section
15 of the Securities Act), and the directors, officers, agents and employees of Aegis, its affiliates and each such controlling person
(Aegis, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against
any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified
Persons) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred
by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party
thereto, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration
Statement, Prospectus or any other transaction documents in connection with the Placement (as from time to time each may be amended and
supplemented), (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the
marketing of the Placement, including any “road show” or investor presentations made to investors by the Company (whether
in person or electronically), or (C) any application or other document or written communication (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 to file for an exemption from such requirement or filed with the Commission, any state securities
commission or agency, any national securities exchange; or (ii) 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, information provided to the Company by Aegis in writing
specifically for use in the Registration Statement, Prospectus or any other placement documents with respect which or resulting from conduct
by Aegis or another Indemnified Party, as to which Aegis shall indemnify and hold harmless the Company, its officers, directors and controlling
parties in the manner set forth in this Section 14. The Company also agrees to reimburse and advance each Indemnified Person for all Expenses
as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Section 14.
(b) Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity may
reasonably be expected to be sought under this Section 14, such Indemnified Person shall promptly notify the Company in writing; provided
that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability which the
Company may have on account of this Section 14 or otherwise to such Indemnified Person. The Company shall, if requested by Aegis, assume
the defense of any such action (including the employment of counsel designated by Aegis and reasonably satisfactory to the Company). Any
Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume
the defense and employ separate counsel reasonably acceptable to Aegis for the benefit of Aegis and the other Indemnified Persons or (ii)
such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of interest
that prevents (or makes it imprudent for) the counsel designated by and engaged by the Company for the purpose of representing the Indemnified
Person, to represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel, in which
event the Company shall pay the reasonable fees and expenses of one counsel, plus local counsel, for all Indemnified Parties, which counsel
shall, if Aegis is a defendant, be designated by Aegis. The Company shall not be liable for any settlement of any action effected without
its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent
of Aegis, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action
in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Indemnified
Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified
Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action for which indemnification or contribution
may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on
behalf of any Indemnified Person. The advancement, reimbursement, indemnification and contribution obligations of the Company required
hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as every Liability
and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability and Expense as it is incurred
(and in no event later than 30 days following the date of any invoice therefore).
(c) Contribution.
In the event that a court of competent jurisdiction makes a finding, final beyond right of review, that indemnity is unavailable to an
Indemnified Person, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion
as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to Aegis and any other Indemnified Person,
on the other hand, of the matters contemplated by this Section 14 or (ii) if the allocation provided by the immediately preceding clause
is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and Aegis
and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as
well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary
to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of commissions
and non-accountable expense allowance actually received by Aegis in the Placement. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand or Aegis on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and Aegis agree that it
would not be just and equitable if contributions pursuant to this subsection 14(c) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to above in this subsection 14(c). For purposes
of this paragraph, the relative benefits to the Company, on the one hand, and to Aegis on the other hand, of the matters contemplated
by this Section 14 shall be deemed to be in the same proportion as: (a) the total value received by the Company in the Placement, whether
or not such Placement is consummated, bears to (b) the commissions paid to Aegis under the Transaction Documents. Notwithstanding the
above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to
contribution from a party who was not guilty of fraudulent misrepresentation.
(d) Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,
the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services
or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses)
of the Company have resulted exclusively from such Indemnified Person’s gross negligence or willful misconduct in connection with
any such advice, actions, inactions or services.
15. Equitable
Remedies. Each party to this Agreement acknowledges and agrees that (a) a breach or threatened breach by the Company of any of
its obligations under Section 8 or the exclusivity provisions of Section 1 would give rise to irreparable harm to Aegis for
which monetary damages would not be an adequate remedy and (b) if a breach or a threatened breach by the Company of any such obligations
occurs, Aegis will, in addition to any and all other rights and remedies that may be available to such party at law, at equity, or otherwise
in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance
of the terms of Section 8 or the exclusivity provisions of Section 1, as applicable, and any other relief that may be available
from a court of competent jurisdiction, without any requirement to (i) post a bond or other security, or (ii) prove actual damages or
that monetary damages will not afford an adequate remedy. Each party to this Agreement agrees that such party shall not oppose or otherwise
challenge the existence of irreparable harm, the appropriateness of equitable relief or the entry by a court of competent jurisdiction
of an order granting equitable relief, in either case, consistent with the terms of this Section 15.
16. Governing
Law; Venue. This Agreement will be deemed to have been made and delivered in the State of New York, USA, and both the provisions
of this Agreement and the transactions contemplated hereby will be governed as to validity, interpretation, construction, effect and in
all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of Aegis
and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions
contemplated hereby will be instituted exclusively in the courts located in the City of New York, County of New York, State of New York
(ii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents
to the jurisdiction of the courts located in the City of New York, County of New York and State of New York, in any such suit, action
or proceeding. Each of Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served
in any such suit, action or proceeding in such courts and agrees that service of process upon the Company mailed by certified mail to
the Company’s address will be deemed in every respect effective service of process upon the Company, in any such suit, action or
proceeding, and service of process upon Aegis mailed by certified mail to Aegis’s address will be deemed in every respect effective
service process upon Aegis, in any such suit, action or proceeding. Notwithstanding any provision of this Agreement to the contrary, the
Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of
Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (whether direct
or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein
except for any such liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined
to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent
contractor with duties to the Company.
17. Miscellaneous.
The Company represents and warrants that it has all required power and authority to enter into and carry out the terms and provisions
of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document
or instrument to which it is a party or bound. The binding provisions of this Agreement are legally binding upon and inure to the benefit
of both the Company and Aegis and their respective assigns, successors, and legal representatives. If any provision of this Agreement
is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and
the remainder of the Agreement shall remain in full force and effect. This Agreement may be executed in counterparts (including electronic
counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The undersigned
hereby consents to receipt of this Agreement in electronic form and understands and agrees that this Agreement may be signed electronically.
Signatures to this Agreement transmitted in electronic form will have the same effect as physical delivery of a paper document bearing
the original signature, and if any signature is delivered electronically evidencing an intent to sign this Agreement, such electronic
mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as
if such signature were an original. Execution and delivery of this Agreement by electronic mail or other electronic transmission is legal,
valid and binding for all purposes.
If you are in agreement with
the foregoing, please sign and return to us one copy of this Agreement.
[Signature Page of JFBR Placement Agent Agreement
Follows]
| |
Very truly yours, |
| |
|
|
| |
Aegis Capital Corp. |
| |
|
|
| |
By: |
/s/ Robert Eide |
| |
Name: |
Robert Eide |
| |
Title: |
Chief Executive Officer |
AGREED AND ACCEPTED:
The foregoing accurately sets forth our understanding
and agreement with respect to the matters set forth herein.
| Jeffs’ Brands Ltd |
|
| |
|
|
| By: |
/s/ Viki Hakmon |
|
| Name: |
Viki Hakmon |
|
| Title: |
Chief Executive Officer |
|
[Signature Page of JFBR Placement Agent Agreement]
Exhibit 99.1
Jeffs’ Brands Announces Pricing of $7.275 Million Private
Placement
Tel Aviv, Israel, Jan. 25, 2024 (GLOBE NEWSWIRE) -- Jeffs’
Brands Ltd (“Jeffs’ Brands” or the “Company”) (Nasdaq: JFBR, JFBRW), a data-driven e-commerce company operating
on the Amazon Marketplace, today announced that it has entered into securities purchase agreements with certain institutional investors
for aggregate gross cash proceeds of $7.275 million, before deducting fees to the placement agent and other offering expenses payable
by the Company. The Company intends to use the net proceeds from the private placement for working capital and general corporate purposes,
as well as for potential acquisitions but does not have any pending acquisitions at this time.
In connection with the private placement, the Company will issue
an aggregate of 2,704,461 units and pre-funded units. The pre-funded units will be sold at the same purchase price as the units, less
the pre-funded warrant exercise price of $0.00001. Each unit and pre-funded unit will consist of one ordinary share (or pre-funded warrant),
one common warrant exercisable for one and one quarter ordinary shares at an exercise price of $2.69 per ordinary share and one common
warrant at an exercise price of $0.00001 to purchase such amount of ordinary shares as will be determined on the Reset Date (as defined
in the Series B common warrant). The common warrants will be exercisable upon issuance and will have a term of 5.5 years from the issuance
date. The number of securities issued under the units is subject to adjustment as described in more detail in the report on Form 6-K to
be filed in connection with the private placement.
The closing of the private placement is expected to occur on
or about January 29, 2024, subject to the satisfaction of certain customary closing conditions.
Aegis Capital Corp. is acting as the Exclusive Placement Agent
for the private placement. Meitar | Law Offices is serving as Israeli counsel to the Company and Sullivan & Worcester LLP is serving
as U.S. counsel to the Company for the private placement. Kaufman & Canoles, P.C. is serving as counsel to Aegis Capital Corp. for
the private placement.
The securities described above are being sold in a private placement
exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and have not been registered
under the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable
state securities laws. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration
statements with the Securities and Exchange Commission (the “SEC”) covering the resale of the ordinary shares sold in the
private placement and the ordinary shares issuable upon exercise of the pre-funded warrants and the warrants sold in the private placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Jeffs’ Brands Ltd
Jeffs’ Brands is transforming the world of e-commerce by
creating and acquiring products and turning them into market leaders, tapping into vast, unrealized growth potential. Through our stellar
team’s insight into the FBA Amazon business model, we’re using both human capability and advanced technology to take products
to the next level. For more information on Jeffs’ Brands Ltd visit https://jeffsbrands.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which
are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of
forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,”
“seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or
other comparable terms. For example, we are using forward-looking statements when discussing the closing of the private placement and
the anticipated use of proceeds from the private placement. Forward-looking statements are neither historical facts nor assurances
of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to
predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated
in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include,
among others, the following: our ability to adapt to significant future alterations in Amazon’s policies; our ability to sell our
existing products and grow our brands and product offerings, including by acquiring new brands; our ability to meet our expectations regarding
the revenue growth and the demand for e-commerce; the overall global economic environment; the impact of competition and new e-commerce
technologies; general market, political and economic conditions in the countries in which we operate; projected capital expenditures and
liquidity; the impact of possible changes in Amazon’s policies and terms of use; and the other risks and uncertainties described
in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC, on April 10, 2023 and our
other filings with the SEC. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that
may be made from time to time, whether as a result of new information, future developments or otherwise.
References and links to websites have been provided as a convenience,
and the information contained on such websites is not incorporated by reference into this press release. Jeffs’ Brands is not responsible
for the contents of third-party websites.
Investor Relations Contact:
Michal Efraty
Adi and Michal PR- IR
Investor Relations, Israel
+972-(0)52-3044404
michal@efraty.com
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