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: December 2023
Commission
file number: 001-38094
FORESIGHT
AUTONOMOUS HOLDINGS LTD.
(Translation
of registrant’s name into English)
7
Golda Meir
Ness
Ziona 7403650 Israel
(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.
CONTENTS
Pricing
of Registered Direct Offering
On
December 7, 2023, Foresight Autonomous Holdings Ltd., or the Registrant, entered into definitive securities purchase agreements, each,
a Purchase Agreement, with U.S. institutional investors and Israeli investors, or the purchasers, to purchase an aggregate of
4,500,000 of the Registrant’s American Depositary Shares, or ADSs, representing 135,000,000 ordinary shares, no par value, at a
purchase price of $1.00 per ADS in a registered direct offering, or the Registered Direct Offering. The total gross proceeds to the Registrant
from the Registered Direct Offering will total approximately $4.5 million. The closing of the sale of the ADSs is expected to occur on
or about December 11, 2023, subject to the satisfaction of customary closing conditions. There were two insider participants of the Registrant
in the Registered Direct Offering: Magna BSP Ltd, a significant shareholder of the Registrant controlled by the Registrant’s Chief
Executive Officer, Haim Siboni, and Sivan Siboni-Scherf, the Vice President of Human Resources of the Registrant. The aggregate amount
invested by the insider participants in the Registered Direct Offering was $525,000.
Pursuant
to the Purchase Agreements, the Registrant has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed
issuance of any ADSs, ordinary shares or ordinary share equivalents, or file any registration statement or any amendment or supplement
thereto, for a period of forty-five (45) days following the closing of the Registered Direct Offering, subject to certain customary exceptions.
The
Registrant also entered into a letter agreement, or the Placement Agency Agreement, with A.G.P./Alliance Global Partners, as placement
agent, or the Placement Agent, dated December 7, 2023, pursuant to which the Placement Agent agreed to serve as the placement
agent for the Registrant in connection with the Registered Direct Offering. The Registrant agreed to pay the Placement Agent a cash placement
fee equal to 7.0% of the gross proceeds received for the ADSs in the Registered Direct Offering provided, however that for certain investors,
the Placement Agent shall credit the Registrant four percent (4.0%) of the aggregate purchase price paid by such purchasers. The
Registrant has also agreed to reimburse the Placement Agent for certain fees and disbursements incurred by them in connection
with the Registered Direct Offering in an amount of up to $50,000.
The
ADSs to be issued in the Registered Direct Offering will be issued pursuant to: (i) a prospectus supplement, dated as of December
7, 2023, which will be filed with the Securities and Exchange Commission, or the SEC, in connection with a takedown from the Registrant’s
shelf registration statement on Form F-3 (File No. 333-252334), which became effective on February 1, 2021. This Report shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the ADSs 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
Registrant’s press release containing additional details of the Registered Direct Offering is filed as Exhibit 99.1 hereto. Copies
of the form of Purchase Agreement and the Placement Agency Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Report
and are incorporated by reference herein. The foregoing summaries of such documents are subject to, and qualified in their entirety by
reference to, such exhibits.
This
Report is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-252334) and Form S-8
(Registration Nos. 333-229716, 333-239474 and 333-268653), filed with the Securities and Exchange Commission, 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.
A
copy of the opinion of Lipa Meir & Co. relating to the legality of the issuance and sale of the ordinary shares underlying the ADSs
is attached as Exhibit 5.1 hereto.
Warning
Concerning Forward Looking Statements
This
Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995 and other Federal 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 Registrant
is using forward-looking statements in this Report when it discusses expected timing of the closing of the offering and planned use of
the net proceeds from the offering. Because such statements deal with future events and are based on the Registrant’s current expectations,
they are subject to various risks and uncertainties, and actual results, performance or achievements of the Registrant could differ materially
from those described in or implied by the statements in this Report.
The
forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed
under the heading “Risk Factors” in the Registrant’s annual report on Form 20-F filed with the SEC on March 30, 2023,
and in any subsequent filings with the SEC. Except as otherwise required by law, the Registrant undertakes no obligation to publicly
release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. 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 Report. The Registrant is not responsible for the contents of third party
websites.
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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Foresight Autonomous Holdings Ltd. |
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(Registrant) |
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By: |
/s/
Eli Yoresh |
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Name: |
Eli Yoresh |
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Title: |
Chief Financial Officer |
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Date: December 8, 2023 |
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Exhibit 5.1
December
7, 2023
To:
Foresight
Autonomous Holdings Ltd.
7
Golda Meir St.
Ness
Ziona 7403650
Israel
Re:
Prospectus Supplement Pursuant to Rule 424(b)(5)
Ladies
and Gentlemen,
We
have acted as Israeli counsel to Foresight Autonomous Holdings Ltd., a company organized under the laws of the State of Israel (the “Company”),
in connection with the issuance and sale by the Company (the “Offering”) of 4,500,000 American Depositary Shares (the
“Offered ADSs”), each representing thirty (30) ordinary shares, no par value per share, of the Company (the “Ordinary
Shares”), and in aggregate representing 135,000,000 Ordinary Shares (the “Offered Ordinary Shares”). This
opinion letter is rendered pursuant to Item 9 of Form F-3 promulgated by the United States Securities and Exchange Commission (the “SEC”)
and Items 601(b)(5) and (b)(23) of the SEC’s Regulation S-K promulgated under the United States Securities Act of 1933, as amended
(the “Securities Act”).
In
connection with this opinion, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction,
of (i) the registration statement on Form F-3 (Registration Statement No. 333-252334) (the “Registration Statement”)
filed by the Company with the SEC and the prospectus supplement dated December 7, 2023 filed by the Company with the SEC in connection
with the registration of certain securities pursuant to Rule 424(b)(5) and as to which this opinion is filed as an exhibit (the “Prospectus
Supplement”), (ii) a copy of the articles of association of the Company as currently in effect (the “Articles”);
(iii) resolutions of the board of directors (the “Board”) of the Company which have heretofore been approved and which
relate to the Registration Statement, the Prospectus Supplement and the actions to be taken in connection with the Offering; and (iv)
such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinions hereafter set
forth.
In
such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity
to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations
and warranties contained in the corporate records, documents, certificates and instruments we have reviewed; (iv) the due execution and
delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof; and (v) the legal capacity
of all natural persons. As to any facts material to such opinion, to the extent that we did not independently establish relevant facts,
we have relied on certificates of public officials and certificates of officers or other representatives of the Company.
On
the basis of the foregoing, and in reliance thereon, we are of the opinion that the Offered Ordinary Shares underlying the Offered ADSs
have been duly authorized by the Company, and, upon payment to the Company of the consideration per Offered ADS in such amount and form
as described in the Prospectus Supplement, and when issued and sold in the Offering as described in the Prospectus Supplement, the Offered
Ordinary Shares will be validly issued, fully paid and non-assessable.
We
are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws
of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction
than the State of Israel. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the
matters expressly stated.
We
hereby consent to the filing of this opinion as an exhibit to the Report of Foreign Private Issuer on Form 6-K of the Company being filed
on the date hereof and to the reference to our firm in the Prospectus Supplement. In giving such consent, we do not believe that we are
“experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations
of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion
as an exhibit or otherwise.
Signature: |
/s/
Lipa Meir & Co |
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Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2023, between Foresight Autonomous Holdings
Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature
pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires
to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5. “Action” shall have the meaning ascribed
to such term in Section 3.1(j).
“ADS(s)”
means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing thirty (30) Ordinary
Shares.
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Applicable
Laws” shall have the meaning ascribed to such term in Section 3.1(nn). “Authorization” shall have the meaning
ascribed to such term in Section 3.1(nn).
“BHCA”
shall have the meaning ascribed to such term in Section 3.1(ii).
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, a legal
holiday in the State of Israel or any day on which banking institutions in the State of New York or in the State of Israel are authorized
or required by law or other governmental action to close; provided, however, that, for calculating Business Days with respect to any
action to be taken by the Company hereunder, Friday after 1:00 p.m. (Tel Aviv time) shall not be considered a Business Day.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd)
Trading Day following the date hereof.
“Commission”
means the United States Securities and Exchange Commission.
“Deposit
Agreement” means the Deposit Agreement by and among Foresight Autonomous Holdings Ltd., The Bank of New York Mellon as Depositary,
and owners and holders from time to time of ADSs issued thereunder, including the Form of American Depositary Shares.
“Depositary”
means The Bank of New York Mellon, as Depositary under the Deposit Agreement.
“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
“Environmental
Laws” shall have the meaning ascribed to such term in Section 3.1(mm).
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(r).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of (a) ADSs, Ordinary Shares or options to employees, officers, service providers or directors
of the Company pursuant to any stock or option plan in existence as of the date hereof, (b) ADSs or Ordinary Shares upon the exercise
or exchange of or conversion of securities exercisable or exchangeable for or convertible into ADSs or Ordinary Shares issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number
of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of
such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and
carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition
period in Section 4.10(a) herein, and provided that any such issuance shall only be to a Person (or to the equity holders of a Person)
which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business
of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities and (d) issuances of restricted ADSs or restricted Ordinary Shares or warrants to purchase same, to consultants of the
Company, provided that such ADSs or Ordinary Shares are issued as “restricted securities” (as defined in Rule 144) and carry
no registration rights.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“Federal
Reserve” shall have the meaning ascribed to such term in Section 3.1(ii).
“Hazardous
Substances” shall have the meaning ascribed to such term in Section 3.1(mm). 2
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(z).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).
“Israeli
Company Counsel” means Lipa Meir & Co., with offices located at Beit Amot Hashkaot, 2 Weizmann St., Tel Aviv-Yafo, Israel.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b). “Material Permits” shall
have the meaning ascribed to such term in Section 3.1(m).
“Ordinary
Share(s)” means the ordinary shares of the Company, no par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary
Shares or ADSs.
“Per
ADS Purchase Price” equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of ADSs and/or the Ordinary Shares that occur after the date of this Agreement.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“PFIC”
shall have the meaning assigned to such term in Section 3.1(kk).
“Placement
Agency Agreement” means the agreement executed on the Closing Date between the Company and the Placement Agent.
“Placement
Agent” means A.G.P./Alliance Global Partners.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign).
“Prospectus”
means the final base prospectus filed for the Registration Statement.
“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the
Commission and delivered by the Company to each Purchaser at the Closing.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the effective registration statement on file with Commission on Form F-3 (File No. 333-252334), which registers
the sale of the Ordinary Shares represented by the ADSs. If the Company files any registration statement pursuant to Rule 462(b) of the
Securities Act, then after such filing, the term “Registration Statement” shall include such registration statement filed
pursuant to Rule 462(b).
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e). “Restriction Period” shall have
the meaning ascribed to such term in Section 4.10(b).
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h). “Securities” means the Shares and
ADSs.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Ordinary Shares, as represented by ADSs issued pursuant to the Deposit Agreement, each ADS representing thirty (30) Ordinary
Shares, issued and issuable to each Purchaser pursuant to this Agreement.
“Short
Sales” means all” short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing shares of Ordinary Shares and/or ADSs).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for ADSs, each ADS representing thirty (30) Ordinary Shares,
purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading”
Subscription Amount,” in United States dollars and in immediately available funds.
“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the New York Stock Exchange is open for trading.
“Trading
Market” means any of the following markets or exchanges on which ADSs and/or the Ordinary Shares are listed or quoted for trading
on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the Tel Aviv Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement and the Placement Agency Agreement all exhibits and schedules thereto and hereto and any other
documents or agreements executed in connection with the transactions contemplated hereunder.
“U.S.
Company Counsel” means Sullivan & Worcester LLP, with offices located at 1633 Broadway Street, New York, New York 10019.
“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.10(b).
ARTICLE
II.
PURCHASE
AND SALE
2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the
execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, up to an aggregate of approximately $4.5 million of ADSs. Each Purchaser’s Subscription Amount as set forth
on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”)
settlement with the Company and the Company shall deposit the Shares and instruct the Depositary to deliver to each Purchaser its respective
ADSs, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Placement Agent or such
other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the ADSs shall occur
via DVP (i.e., on the Closing Date, the Company shall issue the ADSs registered in the Purchasers’ names and addresses and released
by the Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such ADSs, the Placement
Agent shall promptly electronically deliver such ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement
Agent (or its clearing firm) by wire transfer to the Company).
2.2
Deliveries.
(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i)
this Agreement duly executed by the Company;
(ii)
a legal opinion of U.S. Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and
the Purchasers;
(iii)
a certificate executed by the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Placement
Agent;
(iv)
the Company shall have provided each Purchaser with the Company’s wire instructions on Company letterhead and executed by the Company’s
Chief Executive Officer or Chief Financial Officer;
(v)
subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver
on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal
to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser;
(
) Lock-up Agreements, in form and substance reasonably acceptable to the Purchasers, executed by each officer and director and greater
than 5% shareholders of the Company (other than Harel Insurance Investments & Financial Services Ltd.);
(i)
Intentionally omitted;
(vi)
Officer’s Certificate, in form and substance satisfactory to the Purchasers;
(ii)
Chief Financial Officer’s Certificate, in form and substance satisfactory to the Purchasers; and
(iii)
the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:
(i)
this Agreement duly executed by such Purchaser; and
(ii)
such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the
Company.
2.3
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and
(iii)
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement and if the Company files any registration statement
pursuant to Rule 462(b) of the Securities Act, then such registration statement having been filed with the Commission.
(b)
The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(v)
from the date hereof to the Closing Date, trading in the ADSs and Company’s securities shall not have been suspended by the Commission
or any Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of
such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and
(vi)
no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under
the Securities Act.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The
Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens,
and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities. There are no outstanding options, warrants, scrip
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any capital stock of any Subsidiary,
or contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue capital stock. If the
Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.
(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing,
and, if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the jurisdiction of
its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its
business as currently conducted. The Company and each of the Subsidiaries has all necessary authorizations, approvals, orders, licenses,
certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct
its business purpose in all material respects as described in the Registration Statement and SEC Reports and to own or lease its properties.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to
conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing,
as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect. The term “Material Adverse
Effect” means an effect, change, event or occurrence that, alone or in conjunction with any other or others: (i) has or would reasonably
be expected to have a material adverse effect on: (A) the business, general affairs, management, condition (financial or otherwise),
results of operations, shareholders’ equity, properties or prospects of the Company and the Subsidiaries, taken as a whole, or
(B) the legality, validity or enforceability of any Transaction Document, (ii) the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document or (iii) would result in the Prospectus or any amendment thereto
containing a misrepresentation within the meaning of applicable securities laws; provided that a change in the market price or
trading volume of the Common Stock alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect.
(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and
the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part
of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection
herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms
hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with
its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.
(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which
it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in
connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required
pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to
and approvals by each applicable Trading Market for the listing of the applicable Securities for trading thereon in the time and manner
required thereby, (iv) such filings as are required to be made under applicable state securities laws and the Israeli Securities Authority
and the Tel Aviv Stock Exchange, (v) filings required by the Israeli Registrar of Companies and notice of the transaction contemplated
hereby to the Israel Innovation Authority of the Ministry of Economy and Industry, should Israeli Company Counsel determine such notice
is required, (collectively, the “Required Approvals”).
(f) Issuance
of the Securities; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company
has reserved from its duly authorized capital stock the maximum number of Ordinary Shares issuable pursuant to this Agreement. The Company
has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on
February 1, 2021, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this
Agreement. The Company and the Depositary have prepared and filed with the Commission a registration statement relating to ADSs on Form
F-6 (File No. 333-217881) for registration under the Securities Act (the “ADS Registration Statement”). The Registration
Statement and ADS Registration Statement are effective under the Securities Act and no stop order preventing or suspending the effectiveness
of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings
for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required
by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At
the time the Registration Statement, ADS Registration Statement and any amendments thereto became effective, at the date of this Agreement
and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to
the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments
or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and
will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form
F-3. The Company is a “foreign private issuer” as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4
under the Exchange Act. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements with
respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve calendar (12) months prior
to this offering, as set forth in General Instruction I.B.5 of Form F-3. The agreements and documents described in the Registration Statement
and ADS Registration Statement conform in all material respects to the descriptions thereof contained or incorporated by reference therein
and there are no agreements or other documents required by the Securities Act and the regulations thereunder to be described in the Registration
Statement and ADS Registration Statement or to be filed with the Commission as exhibits to the Registration Statement and ADS Registration
Statement or to be incorporated by reference in the Registration Statement and ADS Registration Statement, that have not been so described
or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is
a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement
and ADS Registration Statement or (ii) is material to the Company’s business, has been duly authorized and validly executed by
the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s
knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the
Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that,
with the lapse of time or the giving of notice, or both, would constitute a default thereunder except for a default or event which would
not reasonably be expected to result in a Material Adverse Effect). To the Company’s knowledge, performance by the Company of the
material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation,
judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its
assets or businesses, including, without limitation, those relating to environmental laws and regulations.
(g)
Capitalization. The equity capitalization of the Company is as set forth on Schedule 3.1(g). Except for 26,950 ADSs issued
in August 2023 and 33,000 ADSs issued in September 2023, the Company has not issued any capital stock since its most recently filed Form
20-F. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase
and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person
any right to subscribe for or acquire, any ADSs, Ordinary Shares, or contracts, commitments, understandings or arrangements by which
the Company or any Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents. The issuance
and sale of the Securities will not obligate the Company to issue ADSs or Ordinary Shares or other securities to any Person (other than
the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset
price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or
any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation
rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital
stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal
and state securities laws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities. Except for the Required Approvals, no further approval or authorization of any stockholder,
the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge
of the Company, between or among any of the Company’s stockholders.
(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one
year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus
Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective
dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the
Company included in the SEC Reports or incorporated by reference in the Registration Statement and Prospectus comply in all material
respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at
the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied
on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto
and except that unaudited financial statements may not contain all footnotes required by generally accepted accounting principles, and
fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.
(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event,
occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the
Company nor any Subsidiary has incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to generally accepted accounting principles or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and
(v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock
option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for
the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has
occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses,
prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable
securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior
to the date that this representation is made.
(j) Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty, which could result in a Material Adverse
Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission
involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the
Securities Act.
(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their
relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.
(l) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority
or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation
all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality
and safety and employment and labor matters, except in each case of (i), (ii) and (iii) as could not have or reasonably be expected to
result in a Material Adverse Effect.
(
) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by
the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse
Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any Material Permit.
(g) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in
each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment
of Israeli, federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with generally accepted
accounting principles and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held
under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance in all material respects.
(h) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither
the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,
terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement
except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since
the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any
knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably
be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable
and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except
where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of
the Intellectual Property Rights used by the Company or any of its Subsidiaries in their respective businesses has been obtained or is
being used by the Company or such Subsidiary in violation of any contractual obligation binding on the Company or any of its subsidiaries
in violation of the rights of any person. The Company and its subsidiaries have taken all reasonable steps in accordance with normal
industry practice to protect and maintain the Intellectual Property Rights including, without limitation, the execution of appropriate
nondisclosure and invention assignment agreements. The consummation of the transactions contemplated by this Agreement will not result
in the loss or impairment of, or payment of, and additional amounts with respect to, nor require the consent of, any other person regarding
the Company’s or any of its subsidiaries’ right to own or use any of the Intellectual Property Rights as owned or used in
the conduct of such party’s business as currently conducted. To the knowledge of the Company and its Subsidiaries, no employee
of any of the Company or its subsidiaries is the subject of any pending claim or proceeding involving a violation of any term of any
employment contract, invention disclosure agreement, patent disclosure agreement, noncompetition agreement, non-solicitation agreement,
nondisclosure agreement or restrictive covenant to or with a former employer, where the basis of such violation relates to such employee’s
employment with the Company or its subsidiaries or actions undertaken by the employee while employed with the Company or its Subsidiaries.
(i) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in
such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not
limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will
not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business. Such renewal may result in a significant increase in cost.
(j) Transactions
With Affiliates and Employees. Except as set forth on Schedule 3.1(q), none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any
transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.
(k) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries and their respective officers and directors are in material compliance
with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all
applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing
Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that:
(i) transactions are executed in accordance with management’s general or specific authorizations, ( ) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures
to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s
certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as
of the end of the period covered by the most recently filed Form 20-F under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed Form 20-F under the Exchange Act the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date,
there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially
affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.
(s) Certain
Fees. Except as disclosed to the Placement Agent or set forth in the Prospectus Supplement, no brokerage or finder’s fees or
commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. Other than
for Persons engaged by any Purchaser, if any, the Purchasers shall have no obligation with respect to any fees or with respect to any
claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.
(t) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The
Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
(u) Registration
Rights. No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the
Company or any Subsidiary.
(v) Listing
and Maintenance Requirements. The ADSs are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no
action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the ADSs under the Exchange
Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth
in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which
the ADSs or Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing or
maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future
continue to be, in compliance with all such listing and maintenance requirements other than bid price requirement described below. The
ADSs are currently eligible for electronic transfer through The Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees to The Depository Trust Company (or such other established clearing corporation) in
connection with such electronic transfer.
(w) [Reserved].
(x) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information
that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus
Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions
in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company
and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this
Agreement, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,
not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as
a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.
(y) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither
the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act, or (ii) any applicable shareholder approval
provisions of any Trading Market on which any of the securities of the Company are listed or designated.
(z) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company
of the proceeds from the sale of the Shares hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that
will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as
now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of
the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the
current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(z) sets forth as of the date hereof all outstanding
secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For
the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed by the
Company in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements
and other contingent obligations in respect of indebtedness of others to third parties, whether or not the same are or should be reflected
in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments
in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in
default with respect to any Indebtedness.
(aa)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income
and all foreign tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and
other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations
and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.
(bb)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.
(cc)
Accountants. The Company’s independent registered public accounting firm is as set forth in the Prospectus. To the knowledge
and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s Annual Report on Form 20-F for the
fiscal year ended December 31, 2023.
(dd)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or
any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby
is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the
transactions contemplated hereby by the Company and its representatives.
(ee)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been
asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term;
(ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of
the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to
which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares
and/or ADSs, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage
in hedging activities at various times during the period that the ADSs and Shares are outstanding, and (z) such hedging activities (if
any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging
activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any
of the Transaction Documents.
(ff)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the ADSs or Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of,
any of the ADSs or Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent
in connection with the placement of the ADSs and Shares.
(gg)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) and the Company will not, directly or indirectly,
use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.
(hh)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.
(ii)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,
five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.
(jj)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
(kk)
PFIC Status. The Company does not believe it is a Passive Foreign Investment Company (“PFIC”) within the meaning
of Section 1296 of the United States Internal Revenue Code of 1986, as amended, and does not believe it is likely to become a PFIC.
(ll)
Stamp or Other Tax. No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other
taxes are payable by or on behalf of the Placements Agents or any Purchaser to Israel or any political subdivision or taxing authority
thereof or therein in connection with the sale and delivery by the Company of the American Depositary Shares to or for the sale and delivery
by the American Depositary Shares to the Purchasers.
(mm)
Environmental Laws. The handling, use, treatment, disposal, discharge, emission, contamination, release or other activity involving
any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic substances, chemicals
or materials (“Hazardous Substances”) by, due to, on behalf of, or caused by the Company or any Subsidiary (or, to
the Company’s knowledge, any other entity for whose acts or omissions the Company is or may be liable) upon any property now or
previously owned, operated, used or leased by the Company or any Subsidiary, or upon any other property, which would be a violation of
or give rise to any liability under any applicable law, rule, regulation, order, judgment, decree or permit, common law provision or
other legally binding standard relating to pollution or protection of human health and the environment (“Environmental Law”),
except for violations and liabilities which, individually or in the aggregate, would not have a Material Adverse Effect. There has been
no disposal, discharge, emission contamination or other release of any kind at, onto or from any such property or into the environment
surrounding any such property of any Hazardous Substances with respect to which the Company or any Subsidiary has knowledge, except as
would not, individually or in the aggregate, have a Material Adverse Effect. There is no pending or, to the best of the Company’s
knowledge, threatened administrative, regulatory or judicial action, claim or notice of noncompliance or violation, investigation or
proceedings relating to any Environmental Law against the Company or any Subsidiary, except as would not, individually or in the aggregate,
have a Material Adverse Effect. No property of the Company or any Subsidiary is subject to any Lien under any Environmental Law. Except
as disclosed in the Prospectus, neither the Company nor any Subsidiary is subject to any order, decree, agreement or other individualized
legal requirement related to any Environmental Law, which, in any case (individually or in the aggregate), would have a Material Adverse
Effect. The Company and each Subsidiary has all permits, authorizations and approvals required under any applicable Environmental Laws
and are each in compliance with their requirements. In the ordinary course of its business, the Company periodically reviews the effect
of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies
and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up,
closure or remediation of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded
that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.
(nn)
Regulatory. Except as described in the Registration Statement and the Prospectus, as applicable, the Company and its Subsidiaries
(i) are and at all times have been in material compliance with all statutes, rules and regulations applicable to its business (collectively,
the “Applicable Laws”); (ii) have not received any notice from any court or arbitrator or governmental or regulatory
authority or third party alleging or asserting noncompliance with any Applicable Laws or any licenses, exemptions, certificates, approvals,
clearances, authorizations, permits, registrations and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);
(iii) possess all material Authorizations and such Authorizations are valid and in full force and effect and are not in violation of
any term of any such Authorizations; (iv) have not received written notice of any claim, action, suit, proceeding, hearing, enforcement,
investigation arbitration or other action from any court or arbitrator or governmental or regulatory authority or third party alleging
that any product operation or activity is in violation of any Applicable Laws or Authorizations nor is any such claim, action, suit,
proceeding, hearing, enforcement, investigation, arbitration or other action threatened; (v) have not received any written notice that
any court or arbitrator or governmental or regulatory authority has taken, is taking or intends to take, action to limit, suspend, materially
modify or revoke any Authorizations nor is any such limitation, suspension, modification or revocation threatened; (vi) have filed, obtained,
maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or
amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments were complete and accurate on the date filed (or were corrected or supplemented by
a subsequent submission); and (vii) are not a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement
orders, or similar agreements with or imposed by any governmental or regulatory authority.
(oo)
Compliance with Data Privacy Laws. To the knowledge of the Company (i) the Company and the Subsidiaries are, and at all times
during the last three (3) years were, in compliance with all applicable state, federal and foreign data privacy and security laws and
regulations, (collectively, “Privacy Laws”) except as would not, individually or in the aggregate, have a Material
Adverse Effect; (ii) the Company and the Subsidiaries have in place, comply with, and take commercially reasonable steps designed to
comply with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling
and analysis of Personal Data (as defined below) (the “Policies”); “Personal Data” means (i) a
natural person’s name, street address, telephone number, email address, photograph, social security number, bank information, or
customer or account number; and (ii) any other piece of information that allows the identification of such natural person, or his or
her family, or permits the collection or analysis of any identifiable data related to an identified person’s health or sexual orientation.
(i) To the knowledge of the Company, none of such disclosures made or contained in any of the Policies have been materially inaccurate,
materially misleading, or deceptive in violation of any Privacy Laws and (ii) to the knowledge of the Company, the execution, delivery
and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor the
Subsidiaries is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority
that imposed any obligation or liability under any Privacy Law.
(pp)
Cybersecurity. (i)(x) To the knowledge of the Company, there has been no material security breach or other compromise of or relating
to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data
(including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of
it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not
been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach
or other compromise to its IT Systems and Data that would require notification to any third party under applicable law; (ii) the Company
and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries
have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and
the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have
implemented backup and disaster recovery technology consistent with commercially reasonable industry standards and practices.
3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case
they shall be accurate as of such date):
(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry
out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions
contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar
action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such
Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies
and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty
not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with
applicable federal and state securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business.
Such Purchaser is acquiring such Shares as principal for his, her or its own account and not with a view to or for distributing or reselling
such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of
distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities
Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Shares
pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).
(aa) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act or (iii) if the Purchaser is located in the State of Israel, an Israeli
investor which falls within the scope of one of the criteria of Qualified Investor pursuant to the First Addendum of the Israeli Securities
Law, 1968.
(c) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.
(bb) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement
Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities
nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation
as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information
with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities
to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.
(d) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the ADSs covered by this Agreement. Other than
to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors,
partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,
for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to locating or borrowing shares order to effect Short Sales or similar transactions in the future.
(e) General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at
any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.
The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order
to effect Short Sales or similar transactions in the future.
ARTICLE
IV.
OTHER
AGREEMENTS OF THE PARTIES
4.1
Shares. The ADSs shall be issued free of legends.
4.2
Furnishing of Information; Public Information. Until no Purchaser owns Securities, the Company covenants to maintain the registration
of the ADSs under Section 12(b) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company
is not then subject to the reporting requirements of the Exchange Act. As long as any Purchaser owns Securities, if the Company is not
required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance
with Rule 144(c) such information as is required for the Purchasers to sell the Securities, including without limitation, under Rule
144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent
required from time to time to enable such Person to sell such Securities without registration under the Securities Act, including without
limitation, within the requirements of the exemption provided by Rule 144.
4.3
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would
be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would
require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing
of such subsequent transaction.
4.4
Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day of execution
hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Report on Form 6-K,
including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after
the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public
information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors,
employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance
of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and
each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,
and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the
prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with
respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement
or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name
of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such
Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission
and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers
with prior notice of such disclosure permitted under this clause (b).
4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving ADSs or Shares
under the Transaction Documents or under any other agreement between the Company and the Purchasers.
4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material
non-public information, unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the
confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing
covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information
to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such purchaser shall not have any
duty of confidentiality to Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates,
or a duty to the Company, and of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not
to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law.
To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current
Report on Form 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.
4.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the ADSs hereunder for working capital purposes and shall
not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the
ordinary course of the Company’s business and prior practices), (b) for the redemption of any ADSs, Ordinary Shares or Ordinary
Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.
4.8
Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or
incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company
in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser Party in any capacity, or any
of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a material breach of such Purchaser
Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser
Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct
by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct), the Company
will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out
of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the
case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser
furnished in writing to the Company by such Purchaser expressly for use therein, or (ii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If
any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action
or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.
4.9
Listing of Shares. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation
of the ADSs, and Ordinary Shares on each Trading Market on which each is currently listed, and concurrently with the Closing, the Company
shall apply to list or quote all of the Shares and/or ADSs on such Trading Markets and promptly secure the listing of all of the ADSs
and Shares on such Trading Markets. The Company further agrees, if the Company applies to have the Ordinary Shares or ADSs traded on
any other Trading Market, it will then include in such application all of the ADSs, Shares, and will take such other action as is necessary
to cause all of the ADSs, Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take
all action reasonably necessary to continue the listing and trading of its ADSs and Ordinary Shares on a Trading Market and will comply
in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.
The Company agrees to use commercially reasonable efforts to maintain the eligibility of the ADSs for electronic transfer through the
Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the
Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.
4.10
Subsequent Equity Sales.
(a)
From the date hereof until 45 days after the Closing Date, the Company shall not (i) issue, enter into any agreement to issue or announce
the issuance or proposed issuance of any ADSs, Ordinary Shares or Ordinary Share Equivalents or (ii) file any registration statement
or amendment or supplement thereto, other than the Prospectus Supplement or filing a registration statement on Form S-8 in connection
with any employee benefit plan.
(b)
From the date hereof until 60 days after the Closing Date (the “Restriction Period”), the Company shall be prohibited
from effecting or entering into an agreement to effect any issuance by the Company of any Shares or Ordinary Share Equivalents (or a
combination of units thereof) involving an at-the-market offering or Variable Rate Transaction. “Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive additional ADSs or Ordinary Shares either (A) at a conversion price, exercise price
or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for ADSs or Ordinary Shares
at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for ADSs or Ordinary Shares or (ii)
enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company
may issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to
preclude any such issuance, which remedy shall be in addition to any right to collect damages.
(c)
Notwithstanding the foregoing, this Section 4.10 shall not apply in respect of an Exempt Issuance.
4.11
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to such Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat
the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the
purchase, disposition or voting of the ADSs, the Shares or otherwise.
4.12
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that
neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at
such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as
described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the
transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described
in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included
in the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary,
the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will
not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted
or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and
after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the
Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the ADSs covered by this Agreement.
4.13
Transfer Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws.
ARTICLE
V.
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the
Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,
that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Depositary fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other
taxes and duties levied in connection with the delivery of any ADSs or Shares to the Purchasers.
5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus
Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached
hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the
signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c)
the second (2nd)Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service
or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document
constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 6-K.
5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchasers who purchased at least 51% in interest of the ADSs (based on initial
Subscription Amounts hereunder) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought;
provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers),
the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any
party to exercise any right hereunder in any manner impair the exercise of any such right.
5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom
such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the
transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8
No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of
the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.
5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any 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 improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such action, suit or proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.
5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for
the applicable statute of limitations.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser 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 Purchaser 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; .
5.14
Replacement of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable
third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.
5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that
a remedy at law would be adequate.
5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by
or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.
5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to
communicate with the Company through the legal counsel of the Placement Agent. The legal counsel of the Placement Agent does not represent
any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms
and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.
It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between
the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.
5.18
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.19
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices, ADSs, and shares of Ordinary Shares in any Transaction Document shall be subject to adjustment for
reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the ADSs and Ordinary Shares
that occur after the date of this Agreement.
5.20
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
FORESIGHT
AUTONOMOUS
HOLDINGS
LTD. |
Address
for Notice: |
|
|
|
7
Golda Meir St. |
|
Ness
Ziona 7403650, Israel |
|
Attn: |
Eli
Yoresh, |
|
|
Chief
Financial Officer |
|
|
|
|
Email:
eli@foresightauto.com |
By: |
/s/
Eli Yoresh |
|
Name:
|
Eli
Yoresh |
|
Title:
|
Chief
Financial Officer |
|
With
a copy to (which shall not constitute notice):
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO FORESIGHT AUTONOMOUS HOLDINGS LTD.
SECURITIES
PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
Name of Purchaser: |
|
|
Signature of Authorized Signatory of Pure Name
of Authorized Signatory: |
|
|
Title of Authorized Signatory: it, |
|
|
Email Address of Authorized Signatory: |
|
|
Facsimile Number of Authorized Signatory: |
|
|
Address for Notice to Purchaser: |
|
|
Subscription Amount: |
|
|
ADSs:
EIN
Number:
Notwithstanding
anything contained in this Agreement to the contrary, by checking this box (1) the obligations of the above-signed to purchase the securities
set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities
to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded. (ii) the Closing shall occur by the second
(2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to
being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate
or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the
Company or the above-signed (as applicable) to deliver such agreement, instrument. certificate or the like or purchase price (as applicable)
to such other party on the Closing Date.
Exhibit
10.2
PLACEMENT
AGENCY AGREEMENT
December
7, 2023
Foresight
Autonomous Holdings Ltd
7
Golda Meir
Ness
Ziona
7414001
Israel
Attention:
Eli Yoresh
Chief
Financial Officer
Dear
Mr. Yoresh:
This
letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as sole placement agent
(“A.G.P.”, also referred to herein as, the “Placement Agent”), and Foresight Autonomous Holdings
Ltd., a company organized under the laws of Israel (the “Company”), that the Placement Agent shall serve as the Placement
Agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”)
of American Depositary Shares (the “ADSs”) representing the Company’s Ordinary Shares, no par value (the “Shares”).
The Shares actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The
Placement Agent Securities shall be offered and sold under the Company’s registration statement on Form F-3 (File No. 333-252334),
which was declared effective by the Securities and Exchange Commission (the “Commission”) on February 1, 2021 (the
“Registration Statement”). If the Company files any registration statement pursuant to Rule 462(b) of the Securities
Act of 1933, as amended (the “Securities Act”), then after such filing, the term “Registration Statement”
shall include such registration statement filed pursuant to Rule 462(b). The documents executed and delivered by the Company and the
Purchasers (as defined below) in connection with the Placement, including, without limitation, a securities purchase agreement (the “Purchase
Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase price
to the Purchasers for each ADS is $1.00. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers
on its behalf in connection with the Placement with the Company’s prior consent.
The
terms of the Placement shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each, a “Purchaser”
and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the power
or authority to bind the Company or any Purchaser, or an obligation for the Company will issue any Placement Agent Securities or complete
the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase
the Placement Agent Securities and does not ensure the successful placement of the Placement Agent Securities or any portion thereof
or the success of the Placement Agent with respect to securing any other financing on behalf of the Company. Certain affiliates of the
Placement Agent may participate in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities
to any Purchaser will be evidenced by the Purchase Agreement between the Company and such Purchaser, in a form reasonably acceptable
to the Company and the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the
Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from
prospective Purchasers.
SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.
A.
Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together
with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection
with the Placement is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the
date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing,
the Company represents and warrants that there are no affiliations with any FINRA (as defined below) member firm among the Company’s
officers, directors or, to the knowledge of the Company, any ten percent (10.0%) or greater stockholder of the Company, except as set
forth in the Purchase Agreement and SEC Reports.
B.
COVENANTS OF THE COMPANY. The Company covenants and agrees to continue to retain (i) a firm of Public Company Accounting Oversight
Board independent registered public accountants for a period of at least two (2) years after the Closing Date and (ii) a nationally recognized
transfer agent with respect to the Shares for a period of two (2) years after the Closing Date. Furthermore, (i)
for forty-five (45) days after the closing date of the Placement, the Company shall not, without the prior written consent of the Placement
Agent, issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, Shares or Ordinary Share Equivalents
(as defined in the Purchase Agreement) and (ii) except for offerings with the Placement Agent, for sixty (60) days after the closing
date of the Placement, the Company shall not effect or enter into an agreement to effect any issuance of ADSs, Shares or Ordinary Share
Equivalents involving an at-the-market offering or Variable Rate Transaction (as defined in the Purchase Agreement).
SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent, represents and warrants that it (i) is a member in good standing
of the Financial Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the
United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will
be a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into
and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in
its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts
to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.
SECTION
3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent
or its respective designees a total cash fee equal to seven percent (7.0%) of gross proceeds from the Placement of the total amount of
Placement Agent Securities sold; provided, however that for the investors set forth on Exhibit A hereto the Placement Agent shall credit
the Company four percent (4.0%) of the aggregate purchase price paid by such purchasers. The Placement Agent reserves the right to reduce
any item of compensation, including the reimbursement of expenses described below, or adjust the terms thereof as specified herein in
the event that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess
of FINRA Rules or that the terms thereof require adjustment.
SECTION
4. EXPENSES. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses
incident to the issuance, delivery and qualification of the Placement Agent Securities (including all printing and engraving costs);(
) all fees and expenses of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes
in connection with the issuance and sale of the Placement Agent Securities; (iv) all fees and expenses of the Company’s counsel,
independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation,
printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents
and certificates of experts), the Base Prospectus and each Prospectus Supplement, and all amendments and supplements thereto, and this
Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company in connection with qualifying
or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Placement Agent Securities
for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (vii) the fees and expenses
associated with including the Placement Agent Securities on the Trading Market; (ix) up to $50,000 for accountable expenses related to
legal fees of counsel to the Placement Agent. Notwithstanding the foregoing, any advance received by the Placement Agent will be reimbursed
to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). The maximum the Company shall be obligated
to pay to the Placement Agent pursuant to this Section 4 shall not exceed $50,000 in the aggregate.
SECTION
5. INDEMNIFICATION.
A.
To the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its
affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including
the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except
to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment
(not subject to appeal) by a court of law to have resulted primarily and directly from a Placement Agent’s willful misconduct or
gross negligence in performing the services described herein.
B.
Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to
which the Placement Agent are entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or
of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation
it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and
defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding
and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding
the preceding sentence, each of Placement Agent will be entitled to employ its own counsel separate from counsel for the Company and
from any other party in such action if counsel for any Placement Agent reasonably determines that it would be inappropriate under the
applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent. In such event,
the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company, in addition to fees of local
counsel. The Company will have the right to settle the claim or proceeding, provided that the Company will not settle any such claim,
action or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld.
C.
The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this Agreement.
D.
If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and
the Placement Agent on the other, but also the relative fault of the Company on the one hand and the liable Placement Agent on the other
that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable
by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees
and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the liable
Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received,
by such Placement Agent under this Agreement (excluding any amounts received as reimbursement of expenses incurred by such Placement
Agent).
E.
These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise
have to any indemnified party under this Agreement or otherwise.
SECTION
6. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) January 28, 2024 and
(ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.”
In the event, however, in the course of the Placement Agent’s performance of due diligence it deems, it necessary to terminate
the engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder
for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement
Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s
obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification
and contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior
to the completion of the Placement, all fees due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the
Placement Agent within seven business days of the Termination Date (in the event such fees are earned or owed as of the Termination Date).
The Placement Agent agree not to use any confidential information concerning the Company provided to the Placement Agent by the Company
for any purposes other than those contemplated under this Agreement.
SECTION
7. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection
with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without each of the Placement Agent’s
prior written consent.
SECTION
8. NO FIDUCIARY RELATIONSHIP. 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 the Placement Agent are 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 the Placement Agent hereunder, all of which are hereby expressly waived.
SECTION
9. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder
are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained
herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional
terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:
A.
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this
Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby
with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement Agent.
B.
The Placement Agent shall have received from outside counsel to the Company such counsel’s written opinion with respect to the
Placement Agent Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory
to the Placement Agent.
C.
The Shares shall be registered under the Exchange Act. The Company shall have taken no action designed to, or likely to have the effect
of terminating the registration of the ADSs under the Exchange Act or delisting or suspending from trading the ADSs or the Placement
Securities from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting
that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or
listing.
D.
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and
adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order
or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially and adversely
affect the business or operations of the Company.
E.
The Company shall have entered into a Purchase Agreement with each of the Purchasers of the Placement Agent Securities and such agreements
shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between the
Company and the Purchasers.
F.
FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 2710 with respect to the Placement and pay all
filing fees required in connection therewith.
If
any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations
of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such
cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.
SECTION
10. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without
the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts
of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the
Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts.
Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.
SECTION
11. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto,
and supersedes all prior agreements and understandings, relating to the subject matter hereof. 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 or any
other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
or waived except by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements
and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities. This Agreement
may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the
same force and effect as if such facsimile or .pdf signature page were an original thereof.
SECTION
12. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day,
(b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third
business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the
signature pages hereto.
SECTION
13. PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right
to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials
and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.
[The
remainder of this page has been intentionally left blank.]
Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this
Agreement.
|
Very
truly yours, |
|
|
|
A.G.P./ALLIANCE
GLOBAL PARTNERS
|
|
|
|
|
By: |
/s/
Thomas Higgin |
|
Name:
|
Thomas
Higgin |
|
Title: |
Managing
Director |
|
|
|
|
Address
for notice: |
|
590
Madison Avenue 36th |
|
Floor New
York, New York |
|
10022
Attn: Thomas J. Higgins |
|
Email:
thigains@allianceg.com |
Accepted
and Agreed to as of |
|
the
date first written above: |
|
|
|
|
FORESIGHT
AUTONOMOUS |
|
HOLDINGS
LTD. |
|
|
|
|
By: |
/s/
Eli Yoresh |
|
Name:
|
Eli
Yoresh |
|
Title:
|
Chief
Financial Officer |
|
|
|
|
Address
for notice: |
|
|
|
7
Golda Meir St. |
|
Ness
Ziona 7403650, Israel |
|
Attn:
Haim Siboni, Chief Executive |
|
Officer |
|
Email:
eli@foresightauto.com |
|
[Signature
Page to Placement Agency Agreement]
Exhibit
A
Company
Introduced Investors
| 1. |
Magna B.S.P Ltd |
|
2. |
Mr. Robert Siboni |
|
4. |
Mr. Ofer Yung |
|
5. |
Mr. Udi Tendler |
|
6. |
Mr. Nir Mesterman |
|
8. |
Mr. Arik Shmila |
|
9. |
Mr. Golan Karadi |
|
10. |
L.I.E Pure Capital Ltd |
|
11. |
Sivan Siboni Scharf |
Exhibit
99.1
Foresight
Autonomous Holdings Ltd. Announces Pricing of $4.5 Million Registered Direct Offering
Ness
Ziona, Israel - December 7, 2023 - Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“FRSX” or the “Company”),
an innovator in automotive vision systems, today announced it has entered into definitive agreements with institutional investors and
insiders of the Company, including the Company’s Chief Executive Officer (through a company under his control), for the purchase
and sale of 4,500,000 of the Company’s American Depositary Shares (“ADSs”) at a price of $1.00 per ADS pursuant to
a registered direct offering. The gross proceeds of the offering will be approximately $4.5 million, before deducting placement agent
fees and other estimated offering expenses.
The
closing of the offering is expected to occur on or about December 11, 2023, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds of this offering for working capital and other general corporate purposes.
A.G.P./Alliance
Global Partners is acting as the sole placement agent for the offering.
The
securities described above are being offered pursuant to a shelf registration statement on F-3 (File No. 333-252334), originally filed
with the Securities and Exchange Commission (the “SEC”) on January 22, 2021, which was declared effective by the SEC on February
1, 2021. The offering is being made only by means of a written prospectus and accompanying prospectus supplement, forming a part of the
effective registration statement to be filed with the SEC and available on the SEC’s website at www.sec.gov. Copies of the final
prospectus supplement and the accompanying prospectus may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue,
28th Floor, New York, NY 10022, by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy 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
Foresight
Foresight
Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) is a technology company developing smart multi-spectral vision software solutions and
cellular-based applications. Through the Company’s wholly owned subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive
Ltd. and Eye-Net Mobile Ltd., Foresight develops both “in-line-of-sight” vision systems and “beyond-line-of-sight”
accident-prevention solutions.
Foresight’s
vision solutions include modules of automatic calibration and dense three-dimensional (3D) point cloud that can be applied to different
markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. Eye-Net Mobile’s cellular-based solution
suite provides real-time pre-collision alerts to enhance road safety and situational awareness for all road users in the urban mobility
environment by incorporating cutting-edge AI technology and advanced analytics.
For
more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1
on Twitter, or join Foresight Automotive on LinkedIn.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 and other Federal 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, Foresight is using forward-looking statements in this press release
when it discusses timing of the closing of the offering, and the expected proceeds, and use of proceeds, from the offering. Because such
statements deal with future events and are based on Foresight’s current expectations, they are subject to various risks and uncertainties
and actual results, performance or achievements of Foresight could differ materially from those described in or implied by the statements
in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties,
including those discussed under the heading “Risk Factors” in Foresight’s annual report on Form 20-F filed with the
SEC on March 31, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, Foresight undertakes no obligation
to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. 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.
This
press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
Investor
Relations Contact:
Miri
Segal-Scharia
CEO
MS-IR
LLC
msegal@ms-ir.com
917-607-8654
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