Form 8-K
8-K — Entera Bio Ltd.
Accession: 0001178913-26-003617
Filed: 2026-07-28
Period: 2026-07-26
CIK: 0001638097
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — zk2635734.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (exhibit_10-1.htm)
EX-10.2 — EXHIBIT 10.2 (exhibit_10-2.htm)
EX-10.3 — EXHIBIT 10.3 (exhibit_10-3.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 26, 2026
Entera Bio Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Israel
001-38556
Not Applicable
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification)
Kiryat Hadassah, Minrav Building – Fifth
Floor, Jerusalem, Israel 9112002
(Address of principal executive offices) (Zip Code)
+972-2-532-7151
(Registrant’s Telephone Number, Including
Area Code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary Shares, par value of NIS 0.0000769
ENTX
Nasdaq Capital Market
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On July 26, 2026, Entera Bio Ltd., a company organized
under the laws of the State of Israel (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain institutional and accredited investors (collectively, the “Purchasers”), including
funds affiliated with BVF Partners L.P. (collectively, “BVF”), providing for the private placement (the “Private
Placement”) to the Purchasers of an aggregate of 134,803,910 ordinary shares, par value NIS 0.0000769 per share, of the Company
(the “Ordinary Shares”) (or, in lieu thereof, pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded
Warrants”)), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Ordinary Share. The transaction
was priced at the market under the rules of the Nasdaq Stock Market (“Nasdaq”). The Private Placement closed on July
28, 2026 (the “Closing Date”), on which date the Company issued an aggregate of 122,961,215 Ordinary Shares and 11,842,695
Pre-Funded Warrants.
Certain Purchasers elected to receive a combination
of Ordinary Shares and Pre-Funded Warrants in lieu of Ordinary Shares. The Pre-Funded Warrants may not be exercised if the aggregate number
of Ordinary Shares beneficially owned by the holder thereof, together with its affiliates, would exceed either 4.99% or 9.99, at the option
of the holder, immediately after exercise thereof, subject to increases not in excess of 19.99% at the option of the holder. Each Pre-Funded
Warrant has an exercise price of NIS 0.0000769 per Ordinary Share, is immediately exercisable and may be exercised at any time and has
no expiration date, and is subject to customary adjustments.
The Company intends to use the net proceeds from
the Private Placement to support activities related to initiation of the Company’s phase 3 registrational study of EB613 in postmenopausal
women with osteoporosis and for general working capital and corporate purposes.
Leerink Partners (“Leerink”)
acted as lead placement agent for the Private Placement. Evercore ISI, Guggenheim Securities, Cantor Fitzgerald, LifeSci Capital, and
Canaccord Genuity (collectively with Leerink, the “Placement Agents”) acted as co-placement agents for the Private
Placement, and the Company has agreed to pay a customary cash placement fee to the Placement Agents.
Pursuant to the Purchase Agreement, effective
as of the Closing Date, the Company has agreed to grant BVF the right to designate two directors to the Company’s board of directors
(the “Board”) (each, a “BVF Designee”), subject to each BVF Designee’s satisfaction of all
applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications
applicable to all directors of the Company. If BVF ceases to beneficially own at least 75.0% of the total securities (comprising the Ordinary
Shares and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants) acquired by BVF in the Private Placement, then BVF’s
designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if BVF’s beneficial
ownership falls below 10.0% of the Company’s issued and outstanding Ordinary Shares, then BVF’s designation right will terminate
in full. In each such case, at the Board’s written request, the applicable BVF Designee or BVF Designees will be required to resign
from the Board, effective as of the 30th day following such request. For so long as BVF has the right to designate at least one BVF Designee,
one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and
other eligibility requirements.
In addition, the Company has agreed to use its
commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put
forth for election two additional independent members of the Board (each, a “New Independent Director”), anticipated
to occur at or prior to the Company’s 2027 annual general meeting and, subject to the qualification of such directors, no later
than 18 months following the Closing Date.
Additionally, each Purchaser has agreed to vote
all Ordinary Shares beneficially held by it in favor of certain proposals relating to the increase in the number of shares issuable under
the Company’s 2018 Equity Incentive Plan and the issuance of equity grants to the Company’s executive officers intended to
restore such person’s post-Private Placement beneficial ownership of the Company to their respective ownership percentages immediately
prior to the Closing Date (the “Supported Proposals”). The Company expects to seek shareholder approval of the Supported
Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12
months following the Closing Date.
The securities issued to the Purchasers under
the Purchase Agreement were offered in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”). The Company relied on this exemption from registration based in part on representations
made by the Purchasers, including that each Purchaser is an “accredited investor”, as defined in Rule 501(a) promulgated under
the Securities Act.
The sale of the securities pursuant to the Purchase
Agreement has not been registered under the Securities Act or any state securities laws. The securities may not be offered or sold in
the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K,
nor the exhibits attached hereto, is an offer to sell or a solicitation of an offer to buy the securities described herein or therein.
On the Closing Date, the Company and the Purchasers
entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company has
agreed to prepare and file a registration statement with the Securities and Exchange Commission no later than 30 days following the Closing
Date, to register the resale of the Ordinary Shares and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants. The Company
has agreed to use its reasonable best efforts to have such registration statement declared effective as promptly as possible after the
filing thereof. Holders of Pre-Funded Warrants may exercise such warrants on a cashless basis at such time as there is no effective registration
statement with respect to the resale of the Ordinary Shares issuable upon exercise thereof.
The foregoing description of the Purchase Agreement,
the Pre-Funded Warrants and the Registration Rights Agreement is only a summary and is qualified in its entirety by reference to the full
text of such agreements, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated
by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this
Current Report on Form 8-K is hereby incorporated by reference in response to this Item 3.02.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 1.01 of this
Current Report on Form 8-K regarding the BVF Designees and the New Independent Directors is incorporated by reference into this Item 5.02.
Pursuant the Purchase Agreement, the Company has
agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan
and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Each of Haya Taitel
and Yonatan Malca has communicated to the Board that he or she will either resign from the Board or not stand for reelection to the Board,
in either case, effective upon the date that a corresponding New Independent Director is appointed or elected to the Board. The decision
of each of Haya Taitel and Yonatan Malca to either resign or not stand for reelection did not result from any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
10.1
Securities Purchase Agreement, dated as of July 26, 2026, by and between Entera Bio Ltd. and the purchasers party thereto.
10.2
Form of Pre-Funded Warrant.
10.3
Registration Rights Agreement, dated as of July 28, 2026, by and among Entera Bio Ltd. and the purchasers party thereto.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
ENTERA BIO LTD.
Date: July 28, 2026
By:
/s/ Miranda Toledano
Name: Miranda Toledano
Title: Chief Executive Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: exhibit_10-1.htm · Sequence: 2
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement
(this “Agreement”) is dated as of July 26, 2026, between Entera Bio Ltd., a company organized under the laws of the
State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each purchaser, including
its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated
thereunder, 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).
“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.
“Board of Directors”
means the board of directors of the Company.
“Business Day”
means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or the State of Israel are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“BVF” means BVF Partners L.P.
and its Affiliates that are Purchasers hereunder.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing Date”
means the date on which the Closing occurs.
“Commission”
means the United States Securities and Exchange Commission.
“Disclosure Schedules”
means the Disclosure Schedules of the Company delivered concurrently herewith.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“Intellectual Property
Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Israeli Securities
Law” means the Israeli Securities Law, 1968 and the rules and regulations promulgated thereunder.
“Legend Removal Date”
shall have the meaning ascribed to such term in Section 4.1(c).
“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(n).
“NIS” means
New Israeli Shekels, the lawful currency of the State of Israel.
“Ordinary Shares”
means the ordinary shares of the Company, par value NIS 0.0000769 per share.
“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,
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.
“Qualified Israeli
Investor” means an investor of the type enumerated in the First Addendum to the Israeli Securities Law.
“Per Share Purchase Price” means
$2.04.
“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.
“Placement Agents”
means Leerink Partners LLC, Evercore Group L.L.C., Guggenheim Securities, LLC, Cantor Fitzgerald & Co., LifeSci Capital, LLC and Canaccord
Genuity LLC, who the Company has engaged as its exclusive placement agents in connection with the offering of Securities.
2
“Pre-Funded Warrants”
means pre-funded warrants to purchase Ordinary Shares, substantially in the form attached hereto as Exhibit A-1.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Registration Rights
Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchaser,
substantially in the form of Exhibit B attached hereto.
“Registration Statement”
means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the
Purchaser of the Shares and the Warrant Shares.
“Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e).
“Requisite Consent”
means the written consent of the Purchasers holding a majority of the aggregate number of Ordinary Shares and Pre-Funded Warrants acquired
by the Purchasers as of the Closing Date.
“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, the Warrants and the Warrant Shares.
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Ordinary Shares issued or 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 Ordinary Shares).
“Subscription Amount”
shall have the meaning ascribed to such term in Section 2.1(a).
3
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof. As of the date of this Agreement, the Company’s sole subsidiary is Entera Bio Inc., a Delaware
corporation.
“Trading Day”
means a day on which the principal Trading Market is open for trading.
“Trading Market”
means any of the following markets or exchanges on which 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 or the New York Stock Exchange
(or any successors to any of the foregoing).
“Transaction Documents”
means this Agreement, the Warrants, the Registration Rights Agreement, all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.
“Transfer Agent”
means Equiniti Trust Company, LLC, the current transfer agent of the Company, and any successor transfer agent of the Company.
“Warrant Shares”
means the Ordinary Shares issuable upon exercise of the Warrants.
“Warrants”
means the Pre-Funded Warrants.
Article
II
PURCHASE AND SALE
2.1 Closing.
(a) On
the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase the number and type of Securities, for the aggregate purchase price (the “Subscription Amount”),
set forth on the Purchaser’s signature page hereto. The price per Share is equal to the Per Share Purchase Price. The price per
Pre-Funded Warrant is equal to the Per Share Purchase Price minus the exercise price of NIS 0.0000769 per Warrant Share.
(b) Upon
satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur remotely via the electronic
exchange of all closing deliverables, or as the parties shall otherwise mutually agree, at such time as agreed to by the Company and the
Purchasers, but in no event later than the fifth Business Day after the date of this Agreement. At the Closing, each Purchaser shall deliver
to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount,
the Company shall deliver to each Purchaser its respective Shares and Warrants as set forth on such Purchaser’s signature page hereto,
and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.
4
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
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate
evidencing the number of Shares to be purchased by the Purchaser as set forth on such Purchaser’s signature page hereto, registered
in the name of such Purchaser, or, at the election of the Company, evidence of the issuance of such Purchaser’s Shares hereunder
as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably
satisfactory to such Purchaser;
(iii) if
applicable, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares as set forth on
such Purchaser’s signature page hereto, in the form of Exhibit A-1 attached hereto;
(iv) the
Company’s wire instructions in writing;
(v) the
Registration Rights Agreement duly executed by the Company; and
(vi) a
legal opinion of each of (i) the Company’s U.S. counsel and (ii) the Company’s Israeli counsel, in each case in a customary
form reasonably acceptable to the Purchasers.
(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;
(ii) if
such Purchaser is located in the State of Israel, written confirmation of such Purchaser that as of the date of any offer of Shares and
as of the Closing Date, such Purchaser is a Qualified Israeli Investor, is fully aware of the implications of being a Qualified Israeli
Investor investing in the Shares and consents to such implications, such written confirmation in form and substance reasonably satisfactory
in all respects to the Company; and
(iii) the
Registration Rights Agreement duly executed by such Purchaser.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing with respect to each Purchaser individually 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 each Purchaser contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date); provided, that such closing condition is applicable
to each Purchaser individually and the failure to satisfy such closing condition by any other Purchaser shall not give the Company the
right to abandon the transactions contemplated by this Agreement as to such other Purchaser.
5
(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.
(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) no
event or series of events shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect with respect
to the Company since the date hereof; and
(v) from
the date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission, the Company’s
principal Trading Market or any other governmental or regulatory body with respect to public trading in the Ordinary Shares, 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.
(vi) The
Company shall have obtained such consents, permits, approvals, registrations and waivers as are necessary for the consummation of the
purchase and sale of the Securities contemplated hereby, all of which shall be in full force and effect as of the Closing Date.
(vii) No
judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court
or judge, or any order of or by any governmental entity, shall have been issued, and no action or proceeding shall have been instituted
by any governmental entity, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction
Documents; and
6
(viii) the
aggregate Subscription Amount to be funded by all Purchasers at the Closing shall be not less than $210,000,000.
Article
III
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as set forth in the SEC Reports and 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 Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser. For purposes of
these representations and warranties (other than those expressly regarding the term “Subsidiary”, the term the “Company”
shall include any Subsidiaries):
(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in the definition of the term “Subsidiary” contained
in this Agreement. 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. Other than the Subsidiaries, the
Company does not own any equity interest and has not made any loans or advances to or guarantees of indebtedness to any person, corporation,
partnership or other entity and is not a party to any joint venture.
(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing (if the concept of good standing exists in such jurisdiction) under the laws of the jurisdiction of its incorporation
or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently
conducted. 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, would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or
enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or
condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii),
a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing
or seeking to revoke, limit or curtail such power and authority or qualification.
7
(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, including
the issuance of the Shares, the Warrants and the Warrant Shares. 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
shareholders 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; Regulation. 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. The conduct of business by the Company or any Subsidiary as
presently conducted is not subject to continuing oversight, supervision, regulation or examination by any governmental official or body
of the United States, or any other jurisdiction wherein the Company or any Subsidiary conducts or proposes to conduct such business. The
Company and each Subsidiary has obtained all material licenses, permits and other governmental authorizations necessary to conduct its
business as presently conducted, except where the failure to do so would not be reasonably expected to cause a Material Adverse Effect.
(e) Filings,
Consents and Approvals. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
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, foreign 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 pursuant to the Registration Rights Agreement, (iii) the notice and/or application(s)
to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and Warrant Shares for trading
thereon in the time and manner required thereby, (iv) the filing of Form D with the Commission and such filings as are required to be
made under applicable state securities laws, and (v) filing of reports and undertakings with the Israeli Innovation Authority (the “IIA”),
formerly known as the Office of Chief Scientist, or the notices to the Israeli Registrar of Companies, as may be required by law, if any
(collectively, the “Required Approvals”). Neither the Company nor any Subsidiary has received any notice of any violation
of, or noncompliance with, any material federal, state, local or foreign laws, ordinances, regulations and orders (including, without
limitation, those relating to environmental protection, occupational safety and health, securities laws, equal employment opportunity)
applicable to its business, the violation of, or noncompliance with, would have a Material Adverse Effect, and the Company knows of no
facts or set of circumstances which could give rise to such a notice.
8
(f) Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents and arising under applicable securities laws. The holder of the Shares
shall be entitled to all rights accorded to a holder of Ordinary Shares. The Warrant Shares, when issued in accordance with the terms
of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company
other than restrictions on transfer provided for in the Transaction Documents, and the holder of the Warrant Shares shall be entitled
to all rights accorded to a holder of Ordinary Shares. The Company has reserved from its duly authorized capital stock the maximum number
of Ordinary Shares issuable pursuant to this Agreement and the exercise of the Warrants.
(g) Capitalization.
The capitalization of the Company as of the date hereof comprises 350,000,000 Ordinary Shares. As of the date hereof, the Company has
49,290,196 Ordinary Shares outstanding. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued
and are fully paid and non-assessable. The Company has not issued any capital stock since its most recently filed periodic report under
the Exchange Act, other than pursuant to the exercise of employee stock options or other awards under the Company’s share incentive
plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed
periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar
right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the
Securities and as disclosed in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any Ordinary Shares or the capital stock of the Company or any Subsidiary, or
contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional
Ordinary Shares or Ordinary Share Equivalents or capital stock of the Company or any Subsidiary. The issuance and sale of the Securities
does not, and the exercise in full of the Warrants and the issuance and delivery of the Warrant Shares thereupon will not, obligate the
Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Purchasers). Except as disclosed
in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts
the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any
Subsidiary. 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. Neither the Company nor any Subsidiary has 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 and its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance in
all material respects with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of
Directors or others is required for the issuance and sale of the Securities. Except as disclosed in the SEC Reports, there are no shareholders
agreements, voting agreements or other similar agreements with respect to the Company’s or any Subsidiary’s capital stock
to which the Company or any Subsidiary is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
9
(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 two
(2) years immediately 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, 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
comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto
as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required
by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. During the period of engagement of the Company’s accountants, there have been
no disagreements between the accounting firm and the Company on any matters of accounting principles or practices, financial statement
disclosure or auditing scope or procedures that would require disclosure pursuant to Item 304 of Regulation S-K. The Company has made
and kept books and records and accounts which are in reasonable detail and which fairly and accurately reflect the activities of the Company
in all material respects, subject only to year-end adjustments.
(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, the Company has operated its business in the ordinary course and, except as disclosed in a subsequent SEC Report filed
or furnished prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be
expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than
(A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in 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 shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
share incentive plans and as may be issued and sold pursuant to this Agreement. 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 one Trading Day prior to the date that this representation is made.
(j) Litigation.
Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,
to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before
or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”), which (i) adversely affects or challenges the legality, validity or enforceability of
any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected
to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the
subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary
duty, which would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. There
has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission or any applicable
regulatory body involving the Company, any Subsidiary 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. Neither the Company nor any Subsidiary is subject to any injunction, judgment, decree or
order of any court, regulatory body, arbitral panel, administrative agency or other government body.
10
(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
or any Subsidiary, 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 in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all
foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and
safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse
Effect. The Company and its Subsidiaries have all required licenses, permits, certificates and other authorizations from such federal,
state or local government or governmental agency, department or body that are currently necessary for the operation of the business of
the Company and its Subsidiaries as currently conducted.
(m) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution
or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),
including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or
hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as
all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,
plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received
all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and
(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii),
the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
11
(n) 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.
(o) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to or have valid rights to lease or otherwise
use all real property that is described in the SEC Reports and have good and marketable title in or valid rights to lease or otherwise
use all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear
of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use
made and proposed to be made of such property by the Company and the Subsidiaries, and (ii) Liens for the payment of federal, state or
other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent
nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under
valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in material compliance.
(p) 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.
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. Notwithstanding anything to the contrary, it is hereby clarified that the Company has received
grants from the IIA, and accordingly the Company is subject to the Israeli Encouragement of Research, Development and Innovation in Industry
Law, 5744-1984 (the “Innovation Law”), and the applicable rules and regulations as described in detail in the Company’s
Form 10-K for fiscal year ended December 31, 2025. The Company is in compliance in all material respects with all applicable provisions
of the Innovation Law, and all applicable rules, regulations, guidelines, benefit tracks, and procedures published by the IIA. Within
the past two years, the Company has not received any written notice of, nor is it in material violation or breach of, any of the terms,
conditions, or restrictions of any IIA Grant. All IIA Grants were received in compliance with all applicable laws. To the knowledge of
the Company, no event has occurred that would reasonably be expected to give rise to the revocation, cancellation, reduction, or modification
of any IIA Grant, or require the Company to repay any IIA Grant ahead of its standard royalty schedule.
12
(q) 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 at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
(r) Transactions
with Affiliates and Employees. Except as disclosed in the SEC Reports, none of the officers or directors of the Company or any Subsidiary
and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with
the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing
for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is
an officer, director, trustee, 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 award agreements under any share incentive plan of the Company.
(s) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, 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, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such
disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules
and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the
conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as
of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such
term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially
affect, the internal control over financial reporting of the Company and its Subsidiaries.
13
(t) Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.
None of the Company, or any person acting on its or their behalf has taken nor will it take any action that conflicts with the conditions
and requirements of, or that would make unavailable with respect to the offering of the Securities contemplated hereby, the exemption(s)
from registration available pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and applicable state
securities laws, or knows of any reason why any such exemption would be otherwise unavailable to it. The issuance and sale of the Securities
hereunder does not contravene the rules and regulations of the Trading Market.
(u) Investment
Company. The Company is not required to be registered as, and, immediately after receipt of payment for the Securities, will not be
required to be registered as 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 required to be registered as an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.
(v) Registration
Rights. Except as disclosed in the SEC Reports, and other than each of the Purchasers, no Person has any right to cause the Company
or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
(w) Listing
and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary
Shares under the Exchange Act nor has the Company received any notification that the Commission is investigating or contemplating terminating
such registration. Except as disclosed 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 Ordinary Shares is or has 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 Ordinary Shares 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.
14
(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. 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 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. No Purchaser has relied on any information or advice furnished by or on behalf of the Placement Agents in connection
with the Transaction Documents or the transactions contemplated thereby. 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 which would require the registration of any
such securities under 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) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all
foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid
all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations, except for taxes, if any, as are being contested in good faith and as to which adequate reserves have been established
by the Company and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent
to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due
by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.
(aa) No General Solicitation.
Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation
or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors”
within the meaning of Rule 501 under the Securities Act.
15
(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 accounting firm is Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited. 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) has expressed its opinion with respect to the financial statements included in the Company’s Annual Report for the fiscal year
ended December 31, 2025.
(dd) No Disagreements
with Accountants. There are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to
arise, between the Company and the accountants formerly or presently employed by the Company, which would reasonably be expected to affect
the Company’s ability to perform any of its obligations under any of the Transaction Documents, and the Company is current with
respect to any fees owed to its accountants.
(ee) 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.
(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 Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii)
paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.
(gg) Stock Options.
Each stock option granted by the Company under the Company’s share incentive plan was granted (i) in accordance with the terms of
the Company’s share incentive plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares
on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s
share incentive plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice
to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public
announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. All options, shares,
and equity awards granted to Israeli employees, directors, and officers under Section 102 of the Israeli Income Tax Ordinance [New Version],
1961, have been granted, allocated, and issued in compliance in all material respects with all conditions of said Section 102.
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(hh) Cybersecurity.
(i)(x) To the Company’s knowledge, there has been no 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;
(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 customary industry standards and practices.
(ii) 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”).
(jj) 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.
(kk) 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.
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(ll) 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, including the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 (signed into
law October 26, 2001) (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court
or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
(mm) No Disqualification
Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of
the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating
in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated
on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company
in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a
“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has
exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied,
to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchaser a copy of any disclosures
provided thereunder.
(nn) Other Covered Persons.
The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with the sale of any Securities.
(oo) Notice
of Disqualification Events. The Company will notify the Purchaser in writing, prior to the Closing Date of (i) any Disqualification
Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event
relating to any Issuer Covered Person.
(pp) Certain Fees.
Other than as provided for under the Engagement Letter (as defined below), 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. 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.
(qq) 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 Securities hereunder, 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. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the
timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which
lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. The SEC Reports set 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 in excess of $100,000 (other than trade accounts payable incurred in the
ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others,
whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z)
the present value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. Neither
the Company nor any Subsidiary is in default with respect to any Indebtedness.
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3.2 Representations
and Warranties of the Purchasers. Each Purchaser, severally and not jointly, 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 the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such
Purchaser of the transactions contemplated by the Transaction Documents 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) Own
Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with
a view to or for distributing or reselling such Securities 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 Securities in violation of the Securities Act or any applicable state securities law (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 Securities hereunder in the ordinary course of its business. Such
Purchaser has independently made its own analysis and decision to invest in the Securities.
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(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which
it exercises any Warrants, it will be: (A) either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
(a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act and (B) if such Purchaser is located in the State of Israel, such Purchaser is a Qualified Israeli
Investor, purchasing Shares for its own account, or where permitted under the First Addendum to the Israeli Securities Law, for the accounts
of clients who are Qualified Israeli Investors.
(d) 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.
(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 any other general solicitation or general advertisement.
(f) 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.
(g) 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 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 Securities 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 in order to effect Short Sales or similar transactions in the future.
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(h) Short
Sales. Each Purchaser represents and warrants to the Company that, from the date hereof and until the date on which the initial Registration
Statement (as defined in the Registration Rights Agreement) shall have been declared effective by the SEC under the Securities Act, such
Purchaser shall not engage in or effect, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term
is defined in Rule 200 of Regulation SHO of the 1934 Act (as defined herein)) of the Ordinary Shares or (ii) hedging transaction, which
establishes a net short position with respect to the Ordinary Shares. 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 Securities covered by this Agreement.
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 transactions 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 Transfer
Restrictions.
(a) The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement, to the Company or to an Affiliate of a Purchaser or in connection with a pledge
as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel
selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory
to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration
Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement.
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(b) The
Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in
the following form:
[NEITHER] THIS SECURITY [NOR] [THE SECURITIES
INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
The Company acknowledges and
agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant
a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined
in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured
Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal
opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall
be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation
as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including,
if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required
prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately
amend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.
(c) Certificates
evidencing the Shares and Warrant Shares and held by non-Affiliates of the Company shall not contain any legend (including the legend
set forth in Section 4.1(b) hereof), (i) while a registration statement (including the Registration Statement) covering the resale
of such security is effective under the Securities Act, (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144
(if the transferor is not an Affiliate of the Company), (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144 without
the need to comply with the current information requirement contained in Rule 144(c), or (iv) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The
Company shall cause its counsel to issue a legal opinion to the Transfer Agent or a Purchaser promptly if required by the Transfer Agent
to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any portion of a Warrant is exercised
at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Shares or Warrant Shares
may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 (assuming
cashless exercise of the Warrants), or if the Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company
to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend
is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued
by the staff of the Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that at such time as
such legend is no longer required under this Section 4.1(c), it will, no later than the earlier of (i) two (2) Trading Days and (ii)
the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company
or the Transfer Agent of a certificate or evidence of book entry position representing Shares or Warrant Shares, as the case may be, issued
with a restrictive legend, together with customary representation letters duly executed by such Purchaser (such date, the “Legend
Removal Date”), deliver or cause to be delivered to such Purchaser a certificate (or evidence of book entry position) representing
such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions
to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates for Securities (or evidence
of book entry position) subject to legend removal hereunder shall be transmitted by the Transfer Agent to such Purchaser by crediting
the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein,
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of a certificate or evidence of book entry
position representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend. If the Company fails to comply with
the foregoing obligations, and a Purchaser, or such Purchaser’s broker, is required to effect a buy-in to cover a short position
in the Ordinary Shares due to such failure, then such Purchaser shall be entitled to a payment, as liquidated damages and not as a penalty,
in the amount equal to one percent (1%) of the purchase price paid by such Purchaser for such Ordinary Shares pursuant to this Agreement
from the date on which the removal of the legend was required by this Section 4.1(c) until the date on which such legend is actually
removed, with such amount being pro-rated for any partial month. The maximum amount payable to any Purchaser for such failure to remove
the restrictive legend as required by this Section 4.1(c) shall not exceed eight percent (8%) of such Purchaser’s purchase
price paid pursuant to this Agreement for the applicable Ordinary Shares.
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(d) Each
Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell the Securities,
if any, pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements,
or an exemption therefrom, and that if Securities are sold pursuant to the Registration Statement, they will be sold in compliance with
the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing
Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.
4.2 Furnishing
of Information. Until the earlier of the time that (i) no Purchaser owns Securities and (ii) the Warrants have expired, the Company
covenants to maintain the registration of the Ordinary Shares under Section 12(b) or 12(g) 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.
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 require the registration
under the Securities Act of the sale of the Securities or 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) on the Closing Date, or if Closing shall have occurred subsequent to 4:00 p.m. New
York City time on the Closing Date, on the Trading Day immediately following the Closing Date, issue a press release disclosing the material
terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including copies of the Transaction Documents
(or the forms thereof) 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,
Affiliates or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance
of such press release and the filing of such Current Report on Form 8-K, 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, Affiliates or agents on the one hand, and any of the Purchasers on the other hand, in each case
solely with respect to the transactions contemplated by this Agreement, shall terminate and be of no further force or effect. The Company
understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the
Company. 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 (i) the Registration Statement and (ii) the filing of final
Transaction Documents (or disclosure with respect thereto) 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) and reasonably cooperate with such Purchaser regarding such disclosure.
23
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 Securities 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 constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such
information and agreed in writing with the Company to keep such information confidential. 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 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 with the delivery of such notice disclose the publicly content thereof in a manner that
complies with Regulation FD. 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 Securities hereunder for working capital and general corporate
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 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 Reservation
of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at
all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue Shares pursuant
to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.
4.9 Listing
of Ordinary Shares. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the Ordinary
Shares on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote
all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on
such Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market,
it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause
all of the Shares and Warrant 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 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 maintain the eligibility of the Ordinary Shares 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.
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4.10 Equal
Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any Person to
amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all of
the parties to this Agreement. 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 Securities
or otherwise.
4.11 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. 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 in this section
4.11 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
the Securities covered by this Agreement. 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.
4.12 Negative
Covenants.
(a) During
the period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date, the Company shall not, without prior
receipt of the Requisite Consent, directly or indirectly by merger or otherwise issue any equity securities with relative rights or preferences
that are senior to the Ordinary Shares or that are convertible into or exercisable for equity securities with relative rights or preferences
that are senior to the Ordinary Shares.
4.13 Blue
Sky Filings. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption
for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws
of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.
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4.14 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding Ordinary Shares,
which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction
Documents, including, without limitation, its obligation to issue the Shares and Warrant Shares pursuant to the Transaction Documents,
are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of
any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may
have on the ownership of the other stockholders of the Company.
4.15 Exercise
Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchaser
in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchases to
exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any
medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants.
The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods
set forth in the Transaction Documents.
4.16 Election
of Directors.
(a) Effective
as of the Closing, BVF shall have the right to designate two designees (the “BVF Designees”) to serve as members of
the Board of Directors. At the Closing, or as promptly as reasonably practicable thereafter (and, with respect to each BVF Designee, in
any event within ten (10) Business Days after BVF’s designation of such BVF Designee and such BVF Designee’s qualification
to serve as a director as provided in this Section 4.16(a)), the Company shall cause the Board of Directors to take all actions necessary
to appoint each BVF Designee to the Board of Directors, including, to the extent necessary, increasing the number of directors constituting
the entire Board of Directors and appointing each BVF Designee to fill the resulting vacancy, in each case pursuant to the power of the
Board of Directors under the Company’s Articles of Association, as amended, to appoint directors (up to the maximum number of directors
permitted thereunder) without any meeting or vote of the Company’s shareholders. Thereafter, the Board of Directors shall, upon
each such BVF Designee’s qualification to serve as a director, include such BVF Designee in the slate of nominees to be elected
or appointed to the Board of Directors at the next (and each applicable subsequent) annual meeting of shareholders at which directors
are elected to the Board of Directors, and shall nominate, recommend and solicit proxies for such BVF Designee’s election to the
same extent as for the Board of Directors’ other nominees. BVF and the Company agree that each BVF Designee must satisfy all applicable
requirements regarding service as a director of the Company under applicable law and Nasdaq rules (or the rules of the principal market
on which the Ordinary Shares are then listed) and such other criteria and qualifications for service as a director applicable to all directors
of the Company as in effect as of the Closing Date and from time to time thereafter, including all applicable provisions of the Israeli
Companies Law, 1999 and the rules and regulations promulgated thereunder (the “Companies Law”) and under all applicable
and bona fide corporate governance policies and guidelines of the Company and the Board. In the event of the death, disability, resignation
or removal of any BVF Designee as a member of the Board, BVF shall be entitled to designate a BVF Designee to replace such BVF Designee
and, subject to this Section 4.16(a), the Company’s Articles of Association, as amended, and any applicable provisions of the Companies
Law, the Company shall cause such BVF Designee to fill such resulting vacancy. For so long as BVF is entitled to designate at least one
BVF Designee, one BVF Designee (designated by BVF) shall be appointed to the Company’s Nominating and Governance Committee, subject
to applicable independence and other eligibility requirements. As a condition to service on the Board of Directors, each BVF Designee
shall enter into an agreement with the Company to resign from the Board of Directors upon the occurrence of (i) the Initial Fall-Away
Event or BVF’s failure to satisfy the Minimum Beneficial Ownership Requirement and (ii) the requirement that such BVF Designee resign,
as provided in Section 4.16(b).
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(b) Notwithstanding
the foregoing, upon BVF ceasing to beneficially own at least 75.0% of the Ordinary Shares acquired pursuant to this Agreement (calculated
in accordance with Rule 13d-3 under the Exchange Act but without giving effect to any beneficial ownership, conversion or exercise limitation
contained in the Pre-Funded Warrants), BVF’s right to designate two designees for nomination pursuant to Section 4.16(a) shall be
reduced to one designee (the “Initial Fall-Away Event”). At such time, at the written request of the Board, one BVF
Designee (which may be selected by BVF or, if BVF does not make such selection within five (5) Business Days of receipt of such written
request, by the Board) shall, and BVF shall cause such BVF Designee to, resign from the Board effective as of the thirtieth (30th) day
following such request. Additionally, upon BVF ceasing to beneficially own either (i) at least 50.0% of the Ordinary Shares acquired pursuant
to this Agreement (calculated in accordance with Rule 13d-3 under the Exchange Act but without giving effect to any beneficial ownership,
conversion or exercise limitation contained in the Pre-Funded Warrants) or (ii) 10.0% of the Company’s issued and outstanding Ordinary
Shares (calculated in accordance with Rule 13d-3 under the Exchange Act, but without giving effect to any beneficial ownership, conversion
or exercise limitation contained in any warrants or other derivative securities, including any pre-funded warrants) (the “Minimum
Beneficial Ownership Requirement”), BVF’s right to designate any designees for nomination pursuant to Section 4.16(a)
shall terminate in full. At such time, at the written request of the Board, all BVF Designees shall, and BVF shall cause all BVF Designees
to, resign from the Board effective as of the thirtieth (30th) day following such request. For the elimination of doubt, the calculation
of the 75.0% and 50.0% beneficial ownership thresholds specified in this Section 4.16(b) shall include all Ordinary Shares purchased by
BVF hereunder plus all Ordinary Shares issuable upon all Pre-Funded Warrants purchased by BVF hereunder (without giving effect to any
beneficial ownership, conversion or exercise limitation contained in such Pre-Funded Warrants).
(c) For
so long as the Minimum Beneficial Ownership Requirement is satisfied, the Company shall not decrease the size of the Board of Directors
if such decrease would require the resignation of any BVF Designee without the consent of BVF (which may be withheld in its sole discretion).
(d) The
Company shall indemnify BVF Designees and provide BVF Designees with director and officer insurance to the same extent as it indemnifies
and provides such insurance to other members of the Board of Directors, pursuant to the Company’s Articles of Association, as amended,
and any applicable provisions of Companies Law.
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(e) The
Company shall use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and
either appoint or put forth for election two additional independent Board of Director members (each a “New Independent Director”),
with such appointment or election anticipated to occur at or prior to the Company’s 2027 annual general meeting, but, subject to
the qualification of such additional directors, no later than 18 months following the Closing Date. Prior to, or at such a time as, a
New Independent Director is appointed, as part of an orderly succession plan and otherwise in accordance with good governance practices,
the Company shall, subject to applicable law, direct that an existing independent member resign from the Board of Directors. Upon the
Closing, the Company shall, within the time period required by SEC rules, file a Current Report on Form 8-K disclosing the intended orderly
transition of two members of the Board.
4.17 Agreement
to Vote. Each Purchaser agrees that, from and after the date hereof and until the Voting Termination Date, at any meeting of the shareholders
of the Company or any adjournment or postponement thereof, such Purchaser shall:
(a) if
such meeting pertains to any of the matters described in subparagraph (b) below, appear at such meeting or otherwise cause all outstanding
Ordinary Shares beneficially owned by such Purchaser (“Purchaser Shares”) to be counted as present thereat for purposes
of calculating a quorum; and
(b) vote
(or cause to be voted) all Purchaser Shares that such Purchaser shall be entitled to so vote (or cause to be voted): (i) in favor of approval
and adoption of those matters described on Schedule 4.17 (the “Supported Proposals”); and (ii) against any proposal
that, if adopted, would be directly inconsistent with, or would prevent the approval of, the Supported Proposals. Such Purchaser shall
not take or commit or agree to take any action (or fail to take any action) inconsistent with the foregoing.
(c) For
the elimination of doubt, a Purchaser’s “Purchaser Shares” includes all outstanding Ordinary Shares beneficially held
by such Purchaser, irrespective of whether such Ordinary Shares were acquired prior to, on or after the Closing Date, and irrespective
of whether such Ordinary Shares were acquired hereunder or upon exercise of Pre-Funded Warrants acquired hereunder. All of a Purchaser’s
Purchaser Shares shall be subject to the terms and conditions of this Section 4.17 to the same extent as if they constituted Ordinary
Shares beneficially owned by Purchaser on the date hereof or on the Closing Date. Each Purchaser shall notify the Company as promptly
as reasonably practicable following the Company’s request (and in any event within five Business Days after receipt of such request)
orally or in writing of the number of Purchaser Shares held by such Purchaser. For purposes hereof, the “Voting Termination Date”
means the earliest of (i) the date on which each Supported Proposal has been voted upon and approved at a duly convened meeting of shareholders,
(ii) the date that is eighteen (18) months following the Closing Date, and (iii) if Closing has not occurred, the termination of this
Agreement.
(d) Irrevocable
Proxy. By execution of this Agreement, each Purchaser does hereby appoint the Company with full power of substitution and resubstitution,
as such Purchaser’s true and lawful attorney and irrevocable proxy, to the fullest extent of the undersigned’s rights with
respect to such Purchaser’s Purchaser Shares, to vote, express consent or dissent or otherwise utilize the voting power with respect
to each of such Purchaser Shares, in each case only if such Purchaser does not perform his, her or its obligations under this Agreement
and solely with respect to the matters set forth in Section 4.17(b), as the Company or its proxy or substitute shall, in the Company’s
sole discretion, deem proper with respect to such Purchaser Shares. Such Purchaser intends this proxy to be irrevocable and coupled with
an interest hereunder. Each Purchaser hereby revokes any proxies previously granted with respect to such Purchaser’s Purchaser Shares
and represents and warrants that none of such previously-granted proxies are irrevocable. The foregoing irrevocable proxy shall become
effective at the Closing and shall terminate on the date immediately following the Voting Termination Date.
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4.18 Meeting
for Supported Proposals. As soon as reasonably practicable following the Closing, pursuant to a special meeting of the shareholders
of the Company anticipated to be held in the fourth quarter of 2026 but in no event later than twelve (12) months following the Closing,
the Company shall put forth the Supported Proposals to a vote of the Company’s shareholders.
Article
V
MISCELLANEOUS
5.1 Termination.
This Agreement may be terminated: (i) 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; (ii) upon mutual consent of the Company
and the Purchasers, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between
the Company and the other Purchasers; and (iii) 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, if any of the conditions set forth in Section 2.3(b)
shall become incapable of fulfillment and shall not have been waived by such Purchaser; 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 Transfer Agent fees (including, without
limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered
by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser (excluding
any successors or assigns thereof). Notwithstanding the foregoing, the Company shall pay the documented fees and expenses of up to two
separate counsels for BVF, in an amount not to exceed $200,000 in the aggregate.
5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, 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.
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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 time of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or email 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 time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email 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.
5.5 Amendments;
Waivers. Other than Section 4.16 of this Agreement, 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 with the Requisite Consent (or, prior to the Closing,
the Company and each Purchaser) 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 at least a majority in interest (based on the Subscription Amounts hereunder) of such disproportionately impacted Purchaser
(or group of Purchasers) shall also be required. For the avoidance of doubt, any amendment to Section 4.16 shall only require the written
consent of BVF and the Company. 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. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations
of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of
such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser
and holder of Securities and the Company. For the avoidance of doubt, Sections 3.1(x), 3.1(pp), 5.8, 5.18 and 5.19 hereof shall not be
amended without the consent of any Placement Agent to be affected by such amendment.
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 in accordance with the terms of this Agreement and the applicable Securities, provided (i) 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” and (ii) notwithstanding the foregoing, BVF shall not be permitted to assign its rights under Section 4.16
of this Agreement.
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5.8 No
Third-Party Beneficiaries. 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 explicitly set forth herein.
Notwithstanding the foregoing, the Placement Agents are an intended third-party beneficiary of Sections 5.18 and 5.19.
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 that would result in the application of the laws of any jurisdiction other than the State of New York. Each party agrees
that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement
and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 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 any party shall commence an Action or Proceeding to enforce
any provisions of the Transaction Documents, then the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing
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.
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 electronic signature (including via DocuSign),
facsimile transmission or by e-mail delivery of a “.pdf” (or similar) 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
electronic, facsimile or “.pdf” (or similar) signature page were an original thereof.
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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; provided, however, that, in the case of a rescission of an exercise
of a Warrant, the applicable Purchaser shall be required to return any Ordinary Shares subject to any such rescinded exercise notice concurrently
with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s
right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing
such restored right).
5.14 Replacement
of Securities. If any certificate or instrument evidencing any Securities 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 Securities.
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.
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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. 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 Reliance
by the Placement Agents. The parties agree and acknowledge that each Placement Agent may rely on the representations, warranties,
agreements and covenants of the Company contained in this Agreement and may rely on the representations and warranties of the respective
Investors contained in this Agreement as if such representations, warranties, agreements, and covenants, as applicable, were made directly
to the Placement Agents. The parties further agreement that each Placement Agent may rely on or, if each Placement Agent so requests,
be specifically named as an addressee of, the legal opinions to be delivered pursuant to Section 2.2(a)(vi) of this Agreement.
5.19 Exculpation
of the Placement Agents. Each party hereto agrees for the express benefit of each Placement Agent, their respective affiliates and their
respective representatives that:
(a) Neither the Placement
Agents nor any of their respective affiliates or any of their respective representatives (i) have any duties or obligations other than
those specifically set forth herein or in the engagement letter, dated as of July 23, 2026, together with the joinder letter dated as
of July 26, 2026, among the Company and Placement Agents (the “Engagement Letter”); (ii) shall be liable for any improper
payment made in accordance with the information provided by the Company; (iii) make any representation or warranty, or have any responsibilities
as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the
Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions; or (iv) shall be liable
(A) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement or any Transaction Document or (B) for anything which any of them may do or refrain
from doing in connection with this Agreement or any Transaction Document, except for such party’s own gross negligence, willful
misconduct or bad faith.
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(b) Without limitation of
the foregoing, each party hereto hereby further acknowledges and agrees that (i) each Placement Agent is acting solely as placement agent
in connection with the transactions contemplated hereby and is not acting as an underwriter, initial purchaser, dealer or in any other
such capacity and is not and shall not be construed as a fiduciary for any Investor, the Company or any other person or entity in connection
with the transactions contemplated hereby, (ii) each Placement Agent has not made and will not make any representation or warranty, whether
express or implied, of any kind or character and has not provided any advice or recommendation in connection with the transactions contemplated
hereby, and (iii) each Placement Agent will have no responsibility with respect to (A) any representations, warranties or agreements made
by any person or entity under or in connection with the transactions contemplated hereby or any of the documents furnished pursuant thereto
or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) of any thereof, or (B)
the financial condition, business, or any other matter concerning the Company or the transactions contemplated hereby.
(c) Each Placement Agent,
their respective affiliates and their respective representatives shall be entitled to (i) rely on, and shall be protected in acting upon,
any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the
Company, and (ii) be indemnified by the Company for acting as Placement Agents, hereunder pursuant the indemnification provisions set
forth in the Engagement Letter.
5.20 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.
5.21 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits, share
dividends, share combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.
5.22 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)
34
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.
ENTERA BIO LTD.
Address for Notice:
By: /s/ Miranda Toledano
Miranda Toledano
Chief Executive Officer
With a copy to (which shall not constitute notice):
Email: [***]
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue, Suite 4400
Miami, FL 33131
Attn: Drew M. Altman
Email: [***]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
Signature Page
[PURCHASER SIGNATURE PAGE TO 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 Purchaser:
Name of Authorized Signatory:
Title of Authorized Signatory:
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address
for notice):
Pre-Funded Warrant Beneficial Ownership Blocker (if desired):
☐ 4.99% or ☐ 9.99% or ☐ 19.99%
EIN Number: _______________________
Aggregate Subscription Amount: $_________________
Shares: _________________
Shares Underlying Pre-Funded Warrants:
____________________
[SIGNATURE PAGES CONTINUE]
Signature Page
Exhibit A-1
[Form of Pre-Funded Warrant - Attached]
_________________________________________________
Exhibit B
[Form of Registration Rights Agreement - Attached]
_________________________________________________
Schedule 4.17
Supported Proposals
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: exhibit_10-2.htm · Sequence: 3
Exhibit 10.2
NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT
ENTERA BIO LTD.
Warrant Shares: [·]
Issue Date: July 28, 2026
THIS PRE-FUNDED ORDINARY SHARE
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Entera Bio Ltd., a company organized under the laws of the State
of Israel (the “Company”), up to [·] Ordinary Shares (as subject to
adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal
to the Exercise Price, as defined in Section Section 2.b). The Warrant is being issued pursuant
to that certain Securities Purchase Agreement, dated July 26, 2026, among the Company and the purchasers signatory thereto, as amended
and/or restated from time to time (the “Purchase Agreement”).
Section 1. Definitions. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
Section 2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy
or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section Section 2.d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
for the Warrant Shares specified in the applicable Notice of Exercise (the “Exercise Shares” and the date on which
the last of the Notice of Exercise and Exercise Price are delivered to the Company (as determined in accordance with the notice provisions
hereof), the “Exercise Date”) by wire transfer or cashier’s check drawn on a United States bank, unless the cashless
exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date on which the
final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total
number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the
number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within
one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,
by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant
Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b) Exercise
Price. The exercise price per Ordinary Share under this Warrant shall be NIS 0.0000769, subject to adjustment as set forth herein
(the “Exercise Price”).
c) Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part,
at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares
equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation
NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading
Day immediately preceding the date of the applicable Notice of Exercise or (z) the Closing Price of the Ordinary Shares on the principal
Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable
Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day)
pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise
is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular
trading hours” on such Trading Day;
2
(B) = the Exercise
Price of this Warrant, as adjusted hereunder; and
(X) = the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued
in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant
Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may
be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).
“Closing Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the closing price of the Ordinary Shares for the time in question (or the nearest preceding date) on the
Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or
a similar organization or agency succeeding to its functions of reporting prices), the most recent closing price per share of the Ordinary
Shares so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected
in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary
Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink
Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent closing price per Ordinary
Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected
in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.
3
d) Mechanics
of Exercise.
(i) Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Transfer Agent is then a participant in such
system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant
to Rule 144 and the Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate (or evidence
of issuance of the Warrant Shares in book entry with the Transfer Agent), registered in the Company’s share register in the name
of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address
specified by the Holder in the Notice of Exercise (or, in the case of book entry issuance of Warrant Shares, evidence of such issuance
to the email address specified in such Notice of Exercise) by the date that is the earliest of (i) two (2) Trading Days after the delivery
to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii)
the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such
date, the “Warrant Share Delivery Date”) Upon delivery of the Notice of Exercise, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST
program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means
the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the
Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. If the Company fails to comply with the foregoing obligations
to deliver the Warrant Shares on the Warrant Share Delivery Date, such Holder will be entitled to a payment, as liquidated damages and
not as a penalty, in the amount per month equal to one percent (1%) of the purchase price paid by such Holder for the Warrant Share for
which this Warrant is then being exercised, from the Warrant Share Delivery Date to the date of the actual delivery of the Warrant Shares,
with such amount being pro-rated for any partial month. The maximum amount payable to each Holder for failure to timely deliver the Warrant
Shares shall not exceed eight percent (8%) of the exercise price of such Warrant Shares.
(ii) Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights
of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.
(iii) Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section Section
2.d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering written notice
to the Company at any time prior to the delivery of the Warrant Shares.
4
(iv) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
(v) Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent
fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
(vi) Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary
Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by
the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion
of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section Section 2.e), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith and the calculations required
under this Section Section 2.e). To the extent that the limitation contained in this Section Section 2.e) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice
of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such
determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section Section 2.e), in determining
the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company
or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon
the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number
of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties
since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation”
shall be [4.99%][9.99%]1 of the number of
Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant.
The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section Section
2.e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Ordinary Shares outstanding immediately
after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section
Section 2.e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The provisions of this Section Section 2.e) shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section Section 2.e) to correct this Section Section
2.e) (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this
Section Section 2.e) shall apply to a successor holder of this Warrant.
f) Buy-In.
In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to deliver to the Holder or
its designee the Exercise Shares in the manner required pursuant to Section Section 2.d)(i) within the Standard Settlement Period
following the Exercise Date (other than a failure caused by incorrect or incomplete information provided by the Holder to the Company)
and the Holder or the Holder’s broker on its behalf purchases (in an open market transaction or otherwise) Ordinary Shares to deliver
in satisfaction of a sale by the Holder of the Exercise Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”)
but did not receive within the Standard Settlement Period, then the Company shall, within two (2) Trading Days after the Holder’s
request and in the Holder’s sole discretion, promptly honor its obligation to deliver to the Holder or its designee the Exercise
Shares pursuant to Section Section 2.d)(i) and pay cash to the Holder in an amount equal to the excess (if any) of the Holder’s
total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased in the Buy-In (which shall in no event
exceed the number of Exercise Shares to which the Holder was entitled), less the product of (A) the number of Ordinary Shares purchased
in the Buy-In (which shall in no event exceed the number of Exercise Shares to which the Holder was entitled), times (B) the Closing Price
of an Ordinary Share on the Exercise Date. The Holder shall provide the Company written notice promptly after the occurrence of a Buy-In,
indicating the amounts payable to the Holder in respect of the Buy-In together with applicable confirmations and other evidence reasonably
requested by the Company.
____________________________
1
Note to Draft: To reflect each purchaser’s election.
5
Section 3. Certain Adjustments.
a) Share
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes
a distribution or distributions on Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which,
for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding
Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares into
a smaller number of shares, or (iv) issues by reclassification of the Ordinary Shares into any shares of capital stock of the Company,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding
treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares
outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section Section
3.a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
b) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person (excluding a merger effected solely to change the Company’s
name or domicile), (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related
transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person)
is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities,
cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or
indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares
or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme
of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary
Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with
the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant
Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option
of the Holder (without regard to any limitation in Section Section 2.e) on the exercise of this Warrant), the number of Ordinary
Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of
Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation
in Section Section 2.e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary
Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall
be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in
accordance with the provisions of this Section Section 3.b) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of
the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to
such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price
being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),
and which is reasonably satisfactory in the form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the
other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.
c) Calculations.
All calculations under this Section Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be, provided, however, that in no event shall the Exercise Price be less than the then-applicable par value per Ordinary Share.
For purposes of this Section Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
6
d) Notice
to Holder.
(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section Section 3, the Company shall promptly, at its expense, deliver to the Holder by facsimile or email a notice setting
forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief
statement of the facts requiring such adjustment.
(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution
in whatever form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the
Ordinary Shares, (C) the Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required
in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its
last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to
the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the
purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary
Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;
provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,
material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file or furnish such
information with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during
the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be
expressly set forth herein.
7
Section 4. Transfer of Warrant.
a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section Section 4.d) hereof and to the
provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer
taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this
Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning
this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section Section 4.a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall
be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
d) Transfer
Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this
Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable
state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information
requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of
this Warrant, as the case may be, comply with the provisions of Section 4.1 of the Purchase Agreement.
e) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.
8
Section 5. Miscellaneous.
a) No
Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section Section 2.a). Without limiting
any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments
pursuant to Section 2(d)(i) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
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 Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading
Day.
d)
Authorized Shares.
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant, free from preemptive
rights or any other contingent purchase rights of persons other than the Holder. The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that
such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of
the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon
the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant
and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free
from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).
Except and to the extent as
waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of incorporation
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights
of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not
increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in
par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the
Company to perform its obligations under this Warrant.
9
Before taking any action which
would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.
e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder
in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in
accordance with the notice provisions of the Purchase Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.
10
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived only with the written consent of the Company and the Holder.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
o) Execution.
This Warrant may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” or similar format data
file, in which case 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” or similar format signature page were an original
thereof.
********************
(Signature Page Follows)
11
IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
ENTERA BIO LTD.
By:__________________________________________
Name: Miranda Toledano
Title: Chief Executive Officer
NOTICE OF EXERCISE
TO: ENTERA BIO LTD.
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the Exercise Price in full, together with all applicable transfer taxes, if any.
(2) Payment
shall take the form of (check applicable box):
☐
in lawful money of the United States; or
☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE OF HOLDER]
Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this
form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to:
Name:
______________________________________
(Please Print)
Address:
______________________________________
Phone Number:
Email Address:
(Please Print)
______________________________________
______________________________________
Dated: _______________ __, ______
Holder’s Signature:
______________________________________
Holder’s Adress:
______________________________________
EX-10.3 — EXHIBIT 10.3
EX-10.3
Filename: exhibit_10-3.htm · Sequence: 4
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement
(this “Agreement”) is made and entered into as of July 28, 2026, between Entera Bio Ltd., a company organized under
the laws of the State of Israel (the “Company”), and each of the purchasers signatory hereto (each such purchaser,
a “Purchaser” and, collectively, the “Purchasers”).
This Agreement is made pursuant to the Securities
Purchase Agreement, dated as of July 26, 2026, between the Company and each Purchaser (the “Purchase Agreement”).
The Company and each Purchaser hereby agrees as
follows:
1. Definitions.
Capitalized terms used and not otherwise defined
herein that are defined in the Purchase Agreement shall have the respective meanings given to such terms in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:
“Advice” shall have the meaning
set forth in Section 6(b).
“Effectiveness Date”
means, with respect to the Initial Registration Statement required to be filed hereunder, the 30th calendar day following the Filing Date
(or, in the event of a “full review” by the Commission, the 45th calendar day following the Filing Date) and with respect
to any additional Registration Statements which may be required pursuant to Section 2(d) or
Section 3(c), the 30th calendar day following the date on which an additional Registration Statement
is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 45th calendar day following
the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the event
the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject
to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the
date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness
Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.
“Effectiveness Period”
shall have the meaning set forth in Section 2(b).
“Filing Date”
shall have the meaning set forth in Section 2(a).
“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.
“Indemnified Party”
shall have the meaning set forth in Section 5(c).
“Indemnifying Party”
shall have the meaning set forth in Section 5(c).
“Initial Registration
Statement” shall have the meaning set forth in Section 2(a).
“Losses”
shall have the meaning set forth in Section 5(a).
“Plan of Distribution”
shall have the meaning set forth in Section 2(a).
“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission
pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
“Registrable Securities”
means, as of any date of determination, (a) all Shares, (b) all Warrant Shares then issued and issuable upon exercise of the Warrants
(assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), and (c) any securities
issued or then issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing;
provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be
required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as
(a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the
Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement,
(b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale
without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion
letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities
and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or
are issuable, were at no time held by any Affiliate of the Company), as reasonably determined by the Company, upon the advice of counsel
to the Company.
“Registration Statement”
means any registration statement required to be filed hereunder pursuant to Section 2(a) and
any additional registration statements contemplated by Section 2(d) or Section 3(c)
(in each case with respect to the Registrable Securities), including (in each case) the Prospectus, amendments and supplements to any
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in any such registration statement.
“Rule 415”
means Rule 415 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.
2
“Selling Shareholder
Questionnaire” shall have the meaning set forth in Section 3(a).
“SEC Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission
staff and (ii) the Securities Act.
2. Shelf
Registration.
(a) As
soon as reasonably practicable and in any event no later than 30 calendar days after the Closing (such date, the “Filing Date”),
the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities
that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule
415 (the “Initial Registration Statement”). Each Registration Statement filed hereunder shall be on Form S-3 and shall
contain (unless otherwise directed by at least 85% in interest of the Holders) the “Plan of Distribution” substantially
in the form attached hereto as Annex A and the “Selling Shareholder” section substantially in the form attached
hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter”
without such Holder’s express prior written consent. The Company shall (a) use commercially reasonable efforts to address in each
such document prior to being so filed with the Commission such comments as the Holders or a single counsel thereto reasonably proposes,
and (b) not file any Registration Statement or Prospectus or any amendment or supplement thereto containing information regarding a Holder
to which such Holder reasonably objects, unless such information is required to comply with any applicable law or regulation. The Holder
shall furnish all information reasonably requested by the Company and as shall otherwise be required in connection with any registration
referred to in this Agreement. The Registration Statement (including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
(b) Subject
to the terms of this Agreement, the Company shall use its reasonable best efforts to cause each Registration Statement filed under this
Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly
as possible after the Filing Date or the New Registration Filing Date, as applicable, but in any event no later than the applicable Effectiveness
Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until
the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144,
or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to
be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant
to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness
Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading
Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of
such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such
Registration Statement, file a final Prospectus with the Commission as required by Rule 424.
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(c) If
(i) the Initial Registration Statement has not been filed by the Filing Date, (ii) the Initial Registration Statement has not been declared
effective by the applicable Effectiveness Date, (iii) the New Registration Statement has not been filed by the New Registration Filing
Date, (iv) the New Registration Statement has not been declared effective by the applicable Effectiveness Date or (v) after any Registration
Statement has been declared effective by the Commission, sales cannot be made pursuant to such Registration Statement for any reason (including
without limitation by reason of a stop order, or the Company’s failure to update such Registration Statement) (a “Maintenance
Failure”), then the Company will make pro rata payments to each Holder then holding Registrable Securities, as liquidated damages
and not as a penalty, in an amount equal to 1.0% of the aggregate amount paid pursuant to the Purchase Agreement by such Holder for such
Registrable Securities then held by such Holder for each 30-day period or pro rata for any portion thereof during which the failure continues
(the “Blackout Period”); provided that no liquidated damages shall be payable if and to the extent that, despite reasonable
best efforts by the Company to avoid a breach hereof, the Company’s failure was caused by a government shutdown resulting in the
Commission’s inability to review or declare effective the Registration Statement. Such payments shall constitute the Purchasers’
exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. The amounts payable
as liquidated damages pursuant to this paragraph shall be paid in cash no later than five Business Days after each such 30-day period
following the commencement of the Blackout Period until the termination of the Blackout Period Blackout Period (the “Blackout
Period Payment Date”). Interest shall accrue at the rate of 1.0% per month on any such liquidated damages payments that shall
not be paid by the Blackout Period Payment Date until such amount is paid in full. Notwithstanding anything to the contrary contained
herein, in no event shall the aggregate amount of liquidated damages (or interest thereon) paid under this Agreement to any Holder exceed,
in the aggregate, 8.0% of the aggregate purchase price of the Securities purchased by such Purchaser under the Purchase Agreement. Notwithstanding
anything in this Section 2(c) to the contrary, during any period that the Company is unable to meet its obligations hereunder with respect
to the registration of the Registrable Securities because any Holder fails to furnish information required to be provided pursuant to
Section 3(a) within the requested time, any liquidated damages that would otherwise accrue as to such Holder shall not accrue or otherwise
become payable to such Holder with respect to such period.
(d) Notwithstanding
the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments
to the Initial Registration Statement or a new registration statement (together with any prospectuses or prospectus supplements thereunder,
a “New Registration Statement”) as required by the Commission, covering the maximum number of Registrable Securities
permitted to be registered by the Commission, on Form S-3, subject to the provisions of Section 2(f), as soon as reasonably
practicable but in any event not later than ten Business Days after the necessity therefor arises (the “New Registration Filing
Date”); provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonable
best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance,
including without limitation, Compliance and Disclosure Interpretation 612.09. The Holders shall have the right to select one legal counsel
retained at the Holders’ sole expense, which counsel shall be selected by the Holders holding a majority of the Registrable Securities,
to review and oversee any registration or matters pursuant to this Section 2(d), including participation in any meetings or
discussions with the Commission regarding the Commission’s position and to reasonably comment on any written submission made to
the Commission with respect thereto. The Company shall use its reasonable best efforts to have such amendments become effective as soon
as reasonably practicable following the filing thereof but no later than the applicable Effectiveness Date.
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(e) Notwithstanding
any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities
permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially
reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless
otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such
Registration Statement will be reduced, subject to any written contractual registration rights of other shareholders of the Company as
of the date hereof, as follows:
a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;
b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the
case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant
Shares held by such Holders); and
c. Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that
some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).
In the event of a cutback hereunder, the Company
shall give each Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment
of Registrable Securities to be registered on such Registration Statement. In the event the Company amends the Initial Registration Statement
in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed
by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements
on Form S-3 to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement,
as amended.
(f) If
Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, then the Company shall not have any
obligation to register the resale of the Registrable Securities, whether on Form S-1 or any other form; provided that the Company shall
undertake to register the Registrable Securities on Form S-3 as soon as such form is available.
(g) Notwithstanding
anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any
Underwriter without the prior written consent of such Holder.
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3. Registration
Procedures.
In connection with the Company’s registration obligations hereunder,
the Company shall:
(a) Not
less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the
filing of any related Prospectus or any amendment or supplement thereto (excluding any Annual Report on Form 10-K, Quarterly Report on
Form 10-Q and Current Report on Form 8-K, including any amendment thereto and any similar or successor reports) including any document
that would be incorporated or deemed to be incorporated therein by reference, the Company shall (i) furnish to each Holder copies of all
such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be
subject to the review of such Holders, and (ii) cause its officers, directors, counsel and independent registered public accountants to
respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable
investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or
any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good
faith, provided that, the Company is notified of such objection in writing no later than three (3) Trading Days after the Holders have
been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related
Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached
to this Agreement as Annex C (a “Selling Shareholder Questionnaire”) on a date that is not less than two (2)
Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder
receives draft materials in accordance with this Section.
(b) (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register
for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant
to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence
from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein
which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material
respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with
the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.
(c) If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of Ordinary Shares then registered
in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable New
Registration Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such
Registrable Securities.
6
(d) Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by
an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and
in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such
notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to
a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or
any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional
information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for
that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding
for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it 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, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending
corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company,
makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided,
however, that in no event shall any such notice contain any information which would constitute material, non-public information
regarding the Company or any of its Subsidiaries, and the Company agrees that the Holders shall not have any duty of confidentiality to
the Company or any of its Subsidiaries and shall not have any duty to the Company or any of its Subsidiaries not to trade on the basis
of such information.
(e) Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the
effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish
to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested
by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or
successor thereto) need not be furnished in physical form.
7
(g) Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by
each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any
amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).
(h) Prior
to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling
Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable
Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder
reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally to do business
in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not
then so subject or file a general consent to service of process in any such jurisdiction.
(i) If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates (or evidence of book
entry transfer) representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates
(or evidence of book entry transfer) shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and
to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.
(j) Upon
the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances, taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus, as the case may be, will contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses
(iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus
have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that
the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this
Section 3(j) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar
days (which need not be consecutive days) in any 12-month period.
8
(k) Otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and
the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement
or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at
any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,
the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.
(l) If
then eligible to use Form S-3, the Company shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or
any successor form thereto) for the registration of the resale of Registrable Securities.
(m) The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of Ordinary Shares beneficially
owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the
shares.
4. Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by
the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to
in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees
and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the
Commission, (B) with respect to filings required to be made with any Trading Market on which the Ordinary Shares are then listed for
trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required
hereunder. In no event shall the Company be responsible for any underwriting discounts or broker or similar commissions or fees of any
Holder or any legal fees or other costs of the Holders.
5. Indemnification.
(a) Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a
result of a pledge or any failure to perform under a margin call of Ordinary Shares) investment advisors and 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 each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, members, shareholders, partners, agents and 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 each such controlling Person,
to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable and documented attorneys’ fees) and expenses (collectively, “Losses”), as incurred,
arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a 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 light of the circumstances under which they were made) not misleading or (2)
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 with the performance of its obligations under this Agreement, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(iv),
the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of
the Advice contemplated in Section 6(b). The Company shall notify the Holders promptly of the institution, threat or assertion
of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall
survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(e).
9
(b) Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents
and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,
from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, any 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 light of the circumstances under which they were
made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information
so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii)
to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Shareholder
Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such
Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than
the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5
and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received
by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification
obligation.
(c) Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the
“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection
with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a
court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially
and adversely prejudiced the Indemnifying Party.
An Indemnified Party shall have the right to employ
separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses,
(2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory
to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material
conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which
case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of
the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable and documented
fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall
not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably
withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of
any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release
of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.
Subject to the terms of this Agreement, all reasonable
fees and expenses of the Indemnified Party (including reasonable fees and expenses, to the extent incurred, in connection with investigating
or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party,
as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified
Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not
to be entitled to indemnification hereunder.
10
(d) Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold
an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has
been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable
and documented attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available
to such party in accordance with its terms.
The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event
shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net
of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it
upon the sale of the Registrable Securities giving rise to such contribution obligation.
The indemnity and contribution
agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.
6.
Miscellaneous.
(a) Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall
not assert or shall waive the defense that a remedy at law would be adequate.
11
(b) Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition
of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its
reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
(c) Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the
Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes
any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification or waiver
disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group
of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or
amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall
be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted
from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights
of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates;
provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the first sentence of this Section 6(c). No consideration shall be offered or paid to any Person to
amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of
the parties to this Agreement.
(d) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement.
(e) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder
without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective
rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement, provided, for the avoidance
of doubt, no assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
Company unless and until the Company shall have received (i) written notice of such assignment as provided in this Section 6(e)
and (ii) the written agreement of the assignee, in the form attached hereto as Exhibit A, to be bound by the terms and provisions
of this Agreement. Any transfer or assignment made other than as provided in this Section 6(e) shall be null and void.
12
(f) No
Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, that would have the effect
of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.
(g) Execution
and Counterparts. 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 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.
(h) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement.
(i) Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.
(j) 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.
(k) Non-Recourse.
Notwithstanding anything that may be expressed or implied in this Agreement, the Company covenants, agrees and acknowledges that no recourse
under this Agreement or the Purchase Agreement shall be had against any current or future director, officer, employee, stockholder, general
or limited partner or member of the Purchasers or of any affiliates or assignees thereof, whether by the enforcement of any assessment
or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and
acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director,
officer, employee, stockholder, general or limited partner or member of the Purchasers or of any affiliates or assignees thereof, as such
for any obligation of the Purchasers under this Agreement or any documents or instruments delivered in connection with this Agreement
for any claim based on, in respect of or by reason of such obligations or their creation.
13
(l) Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
(m) Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations
of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder
hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder
pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind
of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to
such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders
are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.
Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of
a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or
decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by
any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder,
solely, and not between the Company and the Holders collectively and not between and among Holders.
(n) Actions
to be Taken on Non-Business Days. If any action required to be taken hereunder falls on a date that is not a Business Day, then such action
may be taken on the next succeeding Business Day without there having been a breach of the provision of this Agreement requiring the taking
of such action.
********************
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
ENTERA BIO LTD.
By: /s/ Miranda Toledano
Miranda Toledano
Chief Executive Officer
[SIGNATURE PAGE OF HOLDERS FOLLOWS]
[SIGNATURE PAGE OF HOLDERS TO RRA]
Name of Holder: __________________________
Signature of Authorized Signatory of Holder: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________
[SIGNATURE PAGES CONTINUE]
EXHIBIT A
REGISTRATION RIGHTS AGREEMENT JOINDER
The undersigned is executing and delivering this
Registration Rights Agreement Joinder (this “Joinder”) pursuant to the Registration Rights Agreement dated as of [·],
2026 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Entera Bio Ltd., a company
organized under the laws of the State of Israel, and the other persons named as parties therein.
By executing and delivering this Joinder, the
undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement
as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement.
Accordingly, the undersigned has executed and
delivered this Joinder as of the ____ day of _____________, 20__
HOLDER:
[●]
By:___________________________
Its:
Address for Notices:
[●]
[●]
[●]
[●]
Agreed and Accepted as of
[●]
By:___________________________
Its:
Annex A
Plan of Distribution
Each selling shareholder (the
“Selling Shareholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from
time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or
trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling
Shareholder may use any one or more of the following methods when selling securities:
·
distributions to members, partners, stockholders or other equityholders of the Selling Shareholders;
·
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
·
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
·
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
·
an exchange distribution in accordance with the rules of the applicable exchange;
·
privately negotiated transactions;
·
Short sales and settlement of short sales;
·
in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;
·
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
·
broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share;
·
a combination of any such methods of sale; or
·
any other method permitted pursuant to applicable law.
The Selling Shareholders may
also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus. The Selling Shareholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market
or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions.
In addition, a Selling Shareholder
holder that is an entity may elect to make an in-kind distribution of securities to its members, partners or shareholders pursuant to
the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners
or shareholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the
extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order
to permit the distributees to use the prospectus to resell the securities acquired in the distribution. The Selling Shareholders also
may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the
selling beneficial owners for purposes of this prospectus. Upon being notified by the Selling Shareholders that a donee, pledgee, transferee,
other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus
to name specifically such person as a Selling Shareholder.
Broker-dealers engaged by
the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in
compliance with FINRA Rule 2121.
In connection with the sale
of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling
Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and
any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities.
The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and
without regard to any volume or manner-of-sale limitations by reason of Rule 144 without the requirement for the Company to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not, subject to certain exceptions,
simultaneously engage in market making activities with respect to the ordinary shares for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales
of the ordinary shares by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling
Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the
sale (including by compliance with Rule 172 under the Securities Act).
A - 2
Annex B
SELLING SHAREHOLDERS
The ordinary shares being
offered by the Selling Shareholders are those previously issued to the Selling Shareholders, and those issuable to the Selling Shareholders,
upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares and warrants, see “Private
Placement of Ordinary Shares and Warrants” above. We are registering the ordinary shares in order to permit the Selling Shareholders
to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the Selling Shareholders
have not had any material relationship with us within the past three years.
The table below lists the
Selling Shareholders and other information regarding the beneficial ownership of the ordinary shares by each of the Selling Shareholders.
The second column lists the number of ordinary shares beneficially owned by each Selling Shareholder, based on its ownership of the ordinary
shares and warrants, as of ________, 2026, assuming exercise of the warrants held by the Selling Shareholders on that date, without regard
to any limitations on exercises.
The third column lists the
ordinary shares being offered by this prospectus by the Selling Shareholders.
In accordance with the terms
of a registration rights agreement with the Selling Shareholders, this prospectus generally covers the resale of the sum of (i) the number
of ordinary shares issued to the Selling Shareholders in the “Private Placement of Ordinary Shares and Warrants” described
above and (ii) the maximum number of ordinary shares issuable upon exercise of the related warrants, determined as if the outstanding
warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with
the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided
in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column
assumes the sale of all of the shares offered by the Selling Shareholders pursuant to this prospectus.
Under the terms of the warrants,
a Selling Shareholder may not exercise the warrants to the extent such exercise would cause such Selling Shareholder, together with its
affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable,
of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable
upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this
limitation. The Selling Shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
Name of Selling
Shareholder
Number of Ordinary
Shares Owned Prior
to Offering
Maximum Number of
OrdinaryShares to be
Sold Pursuant to this
Prospectus
Numberof Ordinary
Shares Owned After
Offering
Annex C
COMPANY
Selling Shareholder Notice and Questionnaire
The undersigned beneficial
owner of ordinary shares (the “Registrable Securities”) of Entera Bio Ltd., a company organized under the laws of the
State of Israel (the “Company”), understands that the Company has filed or intends to file with the Securities and
Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for
the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the
Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”)
to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address
set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.
Certain legal consequences
arise from being named as a selling shareholder in the Registration Statement and the related prospectus. Accordingly, Holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not being named as a selling shareholder in the Registration Statement and the related prospectus.
NOTICE
The undersigned beneficial
owner (the “Selling Shareholder”) of Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement.
The undersigned hereby provides
the following information to the Company and represents and warrants that such information is accurate:
QUESTIONNAIRE
1. Name
(a) Full Legal Name of Selling
Shareholder
________________________________________________________________
(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
_________________________________________________________________
(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power
to vote or dispose of the securities covered by this Questionnaire):
2. Address for Notices
to Selling Shareholder:
Telephone:
Fax:
Contact Person:
3. Broker-Dealer Status:
(a) Are you a broker-dealer?
Yes ☐ No ☐
(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
to the Company?
Yes ☐ No ☐
Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in
the Registration Statement.
C - 2
(c) Are you an affiliate of
a broker-dealer?
Yes ☐ No ☐
(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of
business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly
or indirectly, with any person to distribute the Registrable Securities?
Yes ☐ No ☐
Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in
the Registration Statement.
4. Beneficial Ownership of Securities of the Company Owned by the Selling Shareholder.
Except as set forth below in this Item 4, the undersigned
is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase
Agreement.
(a) Type and Amount of other securities beneficially owned by the Selling Shareholder:
5. Relationships with the Company:
Except as set forth below, neither the undersigned nor
any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned)
has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during
the past three years.
State any exceptions here:
______________________________________________________________
______________________________________________________________
The undersigned agrees to
promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required to notify
the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.
By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related
prospectus and any amendments or supplements thereto.
C - 3
IN WITNESS WHEREOF the undersigned,
by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized
agent.
Date:
Beneficial Owner:
By:
Name:
Title:
PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED
NOTICE AND QUESTIONNAIRE TO:
C - 4
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