Exhibit 1.1
Bioblast Pharma Ltd.
_________ Class A Units Consisting of
One Ordinary Share and One Series A
Warrant to Purchase 0.75 of an Ordinary
Share
__________ Class B Units Consisting of
One Pre-Funded Series B Warrant to Purchase One
Ordinary Share and One Series A Warrant
to Purchase 0.75 of an Ordinary Share
UNDERWRITING AGREEMENT
_______________, 2017
H.C. Wainwright & Co., LLC
430 Park Avenue, 4th Floor
New York, New York 10022
as Representative of the several
Underwriters named in Schedule 1 hereto
Ladies and Gentlemen:
Bioblast Pharma Ltd.,
a corporation incorporated under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including,
without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries
or affiliates of Bioblast Pharma Ltd., the “Company”), proposes, subject to the terms and conditions contained herein,
to sell to you and the other underwriters named in Schedule 1 to this Agreement (the “Underwriters”), for whom you
are acting as Representative (the “Representative”), an aggregate of (a) ________ Class A Units (the “Firm Class
A Units”), with each Firm Class A Unit consisting of (i) one Company ordinary share (each a “Firm Share”), par
value NIS 0.01 per share (the “Ordinary Shares”) and (ii) one Series A Warrant (each a “Series A Warrant”),
each warrant to purchase [0.75] of an Ordinary Share at an exercise price of $[___]1
per share and (b) _______ Class B Units (the “Firm Class B Units”) with each Firm Class B Unit consisting of (i) one
pre-funded Series B Warrant (each a “Series B Warrant”) to purchase one Ordinary Share at an exercise price of $0.01
per share and (ii) one Series A Warrant (the Series A Warrants and the Series B Warrants comprising a portion of the Firm Class
A Units and the Firm Class B Units, the “Firm Warrants”) (each a “Firm Security” and, collectively, the
“Firm Securities”). The respective amounts of the Firm Securities to be purchased by each of the several Underwriters
are set forth opposite their names in Schedule 1 hereto. In addition, the Company proposes to grant to the Underwriters an option
to purchase up to (i) an additional ___________ Ordinary Shares(the “Option Shares”) and/or (ii) an additional ________
Series A Warrants (the “Option Warrants” and together with the Option Shares, the “Option Securities”)
for the purpose of covering over-allotments in connection with the sale of the Firm Securities. The Firm Shares and the Option
Shares are collectively referred to herein as the “Shares”; the Firm Warrants and the Option Warrants are referred
to herein as the “Warrants”; the Ordinary Shares underlying the Warrants are referred to herein as the “Warrant
Shares”; and the Firm Securities, the Option Securities and the Warrant Shares are referred to herein as the “Securities.”
1 100% of the public
offering price.
The Company has prepared
and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and
the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission (the
“Commission”) a Registration Statement (as hereinafter defined) on Form F-1 (No. 333-216238), including a Preliminary
Prospectus (as hereinafter defined), and such amendments thereof as may have been required to the date of this Agreement. Copies
of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus have heretofore been
delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus included at any
time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a) of the Rules.
The term “Registration Statement” as used in this Agreement means the initial registration statement (including all
exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement), as amended
at the time and on the date it becomes effective (the “Effective Date”), including the information (if any) contained
in the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and deemed to be part thereof at
the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement to
register additional Securities pursuant to Rule 462(b) under the Rules (the “462(b) Registration Statement”), then
any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term
“Prospectus” as used in this Agreement means the prospectus in the form included in the Registration Statement at the
time of effectiveness or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed
with the Commission pursuant to and within the time limits described in Rule 424(b) of the Rules.
The Company understands
that the Underwriters propose to make a public offering of the Securities (the “Offering”), as set forth in and pursuant
to the Statutory Prospectus (as hereinafter defined) and the Prospectus, as soon after the Effective Date and the date of this
Agreement as the Representative deems advisable. The Company hereby confirms that the Underwriters and dealers have been authorized
to distribute or cause to be distributed each Preliminary Prospectus, and each Issuer Free Writing Prospectus (as hereinafter defined)
and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments
or supplements thereto to the Underwriters).
1. Sale,
Purchase, Delivery and Payment for the Securities. On the basis of the representations, warranties and agreements contained
in, and subject to the terms and conditions of, this Agreement:
(a) The
Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price of $_____ per Firm Class A Unit and $_____ per Firm Class B Unit, the number of
Firm Securities set forth opposite the name of such Underwriter under the columns “Number of Firm Class A Units to be Purchased
from the Company” and “Number of Class B Units to be Purchased from the Company, respectively, in Schedule 1 to this
Agreement, subject to adjustment in accordance with Section 8 hereof.
(b) The
Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, (i) all or any part of the
Option Shares at a purchase price of $_____ per Option Share and/or (ii) all or any part of the Option Warrants at a purchase price
of $_____ per Option Warrant. The number of Option Securities to be purchased by each Underwriter shall be the same percentage
(adjusted by the Representative to eliminate fractions) of the total number of Option Securities to be purchased by the Underwriters
as such Underwriter is purchasing of the Firm Securities. Such option may be exercised only to cover over-allotments in the sales
of the Firm Securities by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York
City time, on the business day before the Closing Date (as defined below), and from time to time thereafter within 45 days after
the date of this Agreement, in each case upon written, facsimile transmission or email notice, or verbal or telephonic notice confirmed
by written, facsimile transmission or email notice, by the Representative to the Company no later than 12:00 noon, New York City
time, on the business day before the Closing Date or at least two business days before the Option Closing Date (as defined below),
as the case may be, setting forth the number of Option Securities to be purchased and the time and date (if other than the Closing
Date) of such purchase.
(c) Payment
of the purchase price for, and delivery of, the Firm Shares in accordance with Section 1(e) and the certificates of Firm Warrants
shall be made at the offices of H.C. Wainwright & Co., LLC, 430 Park Avenue, 4th Floor, New York, New York 10022,
at 10:00 a.m., New York City time, on the third business day following the date of this Agreement or at such time on such other
date, but not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the
Representative (such time and date of delivery and payment are called the “Closing Date”). In addition, in the event
that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price, and delivery of the
Option Shares in accordance with Section 1(e) and the certificates of Option Warrants shall be made at the above-mentioned offices,
or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in
the notice from the Representative to the Company (such time and date of delivery and payment are called the “Option Closing
Date”).
(d) Payment
shall be made to the Company by wire transfer of immediately available funds against delivery of the certificates of Warrants and
the Shares to the account of the Representative for the respective accounts of the Underwriters for the Securities to be purchased
by them.
(e) The
Firm Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two
full business days before the Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as
described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of
the Depository Trust Company (“DTC”) for the account of such Underwriter. Within two full business days of a request
by the Representative, the Company shall deliver to the Representative or its designee, the Firm Warrants or Option Warrants as
applicable in such names and in such denominations as the Representative shall request. The Company will cause the certificates
representing the Warrants to be made available for checking and packaging, at such place as is designated by the Representative,
on the full business day before the Closing Date (or the Option Closing Date in the case of the Option Warrants). In the event
that a purchaser delivers a Notice of Exercise (as defined the Series B Warrants) at least one (1) Trading Pay prior to the Closing
Date, to exercise any Series B Warrants between the date hereof and the Closing Date, the Company shall deliver Warrant Shares
with respect to the Series B Warrants to such purchaser on the Closing Date in connection with such Notice of Exercise. The Shares
and the Warrants will be issued separately and may be transferred separately immediately upon issuance.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined
below), as of the Closing Date and as of each Option Closing Date, if any, as follows:
(a) Filing
of Registration Statement.
(i) Pursuant
to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-216238), including any related prospectus
or prospectuses, for the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”),
which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity
with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities
Act Regulations”) and will contain all material statements that are required to be stated therein in accordance with the
Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as
amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus
included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof
or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule
430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration
Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then
after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule
462(b). The Registration Statement has been declared effective by the Commission on the date hereof.
Each prospectus used
prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used
after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.”
The Preliminary Prospectus, subject to completion, dated [_______], 2017, that was included in the Registration Statement immediately
prior to the Applicable Time is hereinafter called the “Statutory Prospectus.” The final prospectus in the form first
furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the
“most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the
Registration Statement.
“Applicable Time”
means [______] p.m., Eastern time, on the date of this Agreement.
“Issuer Free
Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act
Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule
405 of the Securities Act Regulations) relating to the Securities that is (i) required to be filed with the Commission by the Company,
(ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required
to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains
a description of the Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required
to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to
Rule 433(g).
“Issuer General
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective
investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road
Show”)), as evidenced by its being specified in Schedule 2-B hereto.
“Issuer Limited
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Pricing Disclosure
Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Statutory Prospectus
and the information included on Schedule 2-A hereto, all considered together.
“Testing-the-Waters
Communications” means all communications made by the Company in reliance on Section 5(d) of the Securities Act.
(ii) Pursuant
to the Exchange Act. The Securities are registered pursuant to Section 12(b) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Company has taken no action designed to, or likely to have the effect of, terminating
the registration of the Securities under the Exchange Act, nor has the Company received any notification that the Commission is
contemplating terminating such registration.
(b) Stock
Exchange Listing. The Ordinary Shares are listed on The NASDAQ Global Market (the “Exchange”), and the Company
has taken no action designed to, or likely to have the effect of, delisting the Ordinary Shares, nor has the Company received any
notification that the Exchange is contemplating terminating such listing, except for a notice dated March 10, 2017 from the Nasdaq
Stock Market LLC that the Company’s stockholders’ equity, as reported in the Company’s Annual Report on Form
20-F for the fiscal year ended December 31, 2016, does not satisfy the Exchange’s continued listing requirement set forth
in Nasdaq Stock Market Rule 5450(b)(1)(A). The Company has submitted notice for the Listing
of Additional Shares with the Exchange to list the Firm Shares, the Option Shares and the Warrant Shares.
(c) No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted
or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied
with each request (if any) from the Commission for additional information.
(d) Disclosures
in Registration Statement.
(i) Compliance
with Securities Act and 10b-5 Representation.
A. Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material
respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including
the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto,
and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of
the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection
with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
B. Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or
at any Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits
or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
C. The
Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does
not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free
Writing Prospectus hereto does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus,
the Statutory Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken
together with the Statutory Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements
omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by
the Representative expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment
thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter
consists solely of the following disclosure contained in the “Underwriting” section of the Prospectus: (i) the fourth
paragraph under the heading “Underwriting”; and (ii) the disclosure under the sub-heading “Price Stabilization,
Short Positions and Penalty Bids” (collectively, the “Underwriters’ Information”); and
D. Neither
the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of
any filing with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or
will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to the Underwriters’ Information.
(ii) Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that
have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company
is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly
executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the
Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of
any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned
by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to
the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute
a default thereunder, except for any such default that would not have or reasonably be expected to result in a material adverse
change in the financial position or results of operations of the Company, nor any change or development that, singularly or in
the aggregate, would involve a material adverse change, in or affecting the condition (financial or otherwise), results of operations,
prospects, business or assets of the Company (a “Material Adverse Change”). To the best of the Company’s knowledge,
performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing
applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction
over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation,
those relating to environmental laws and regulations except for any such violation that would not have or reasonably be expected
to result in a Material Adverse Change.
(iii) Prior
Securities Transactions. During the last three years, no securities of the Company have been sold by the Company or by or on
behalf of, or for the benefit of, any person or persons controlling, controlled by or under common control with the Company, except
as disclosed in the Registration Statement, the Pricing Disclosure Package and the Preliminary Prospectus.
(iv) Regulations.
The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal,
state, local and all foreign regulation on the Offering and the Company’s business as currently contemplated are correct
in all material respects and no other such regulations are required to be disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus which are not so disclosed.
(e) Changes
After Dates in Registration Statement.
(i) No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no Material Adverse
Change; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this
Agreement; and (iii) no officer or director of the Company has resigned from any position with the Company.
(ii) Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities
or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made
any other distribution on or in respect to its capital stock.
(f) Disclosures
in Commission Filings. Since July 30, 2014, (i) none of the Company’s filings with the Commission contained any untrue
statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; and (ii) the Company has made all filings with the Commission
required under the Exchange Act and the rules and regulations of the Commission promulgated thereunder.
(f)(1) Independent
Accountants. To the knowledge of the Company, Kost Forer Gabbay & Kasierer (a Member of Ernst & Young Global) (the
“Auditor”), whose report is filed with the Commission as part of the Registration Statement, the Pricing Disclosure
Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Securities
Act Regulations and the Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial
statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided to the Company any
non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
(g) SEC
Reports; Financial Statements, etc. The Company has filed all reports, schedules, forms, statements and other documents required
or permitted to be filed by the Company under the Securities Act and the Exchange Act (“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 financial statements, including in the SEC Reports
and the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they
apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”),
consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end
audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and
the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except
as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement,
the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and
pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing
Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of
the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used
in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and
circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the
Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission),
if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.
Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet
transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated
entities or other persons that may have a material current or future effect on the Company’s financial condition, changes
in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of
revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, since
the date of the financial statements, (a) the Company has not incurred any material liabilities or obligations, direct or contingent,
or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid
any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the
capital stock of the Company, other than in the ordinary course of business and consistent with the Company's prior policies and
(d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt.
(h) Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions
stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date
the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the
Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any
Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized,
but unissued Ordinary Shares of the Company or any security convertible or exercisable into Ordinary Shares of the Company, or
any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.
The Company has reserved and kept available for the exercise of the Warrants such number of authorized but unissued Ordinary Shares
as are sufficient to permit the exercise in full of the Warrants.
(i) Valid
Issuance of Securities, etc.
(i) Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
or the ability to force the Company to repurchase such securities with respect thereto, and are not subject to personal liability
by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of
any security of the Company or similar contractual rights granted by the Company. The authorized Ordinary Shares conform in all
material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and
the Prospectus. The offers and sales of the outstanding Ordinary Shares were at all relevant times either registered under the
Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations and
warranties of the purchasers of such Ordinary Shares, exempt from such registration requirements.
(ii) Securities
Sold Pursuant to this Agreement.
| (A) | The Shares have been duly authorized for issuance and sale and, when issued and paid for, will
be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by
reason of being such holders; the Shares are not and will not be subject to the preemptive rights of any holders of any security
of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,
issuance and sale of the Shares has been duly and validly taken. The Shares conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. |
| (B) | The Warrant Shares have been duly authorized for issuance and sale and, when issued and paid for,
will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability
by reason of being such holders; the Warrant Shares are not and will not be subject to the preemptive rights of any holders of
any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken
for the authorization, issuance and sale of the Warrant Shares has been duly and validly taken. The Warrant Shares conform in all
material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package
and the Prospectus. |
| (C) | The Warrants to be delivered on the Closing Date will be duly and validly authorized, executed
and delivered by the Company and will constitute legal, valid and binding obligations of the Company enforceable against the Company
in accordance with their respective terms and all corporate action required to be taken for the authorization, execution and delivery
of the Warrants has been duly and validly taken. The Warrants conform in all material respects to all statements with respect thereto
contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. |
(j) Registration
Rights of Third Parties. No holders of any securities of the Company or any rights exercisable for or convertible or exchangeable
into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities
Act or to include any such securities in a registration statement to be filed by the Company, except for any such rights as have
been waived and are disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(k) Validity
and Binding Effect of Agreements. This Agreement has been duly and validly authorized by the Company, and, when executed and
delivered, will constitute, the valid and binding agreement of the Company, enforceable against the Company in accordance with
its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under
the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be
brought.
(l) No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the consummation
by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and
thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach
of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification,
termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of
any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Amended and
Restated Articles of Association of the Company (as the same may be amended or restated from time to time, the “Charter”);
or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the
date hereof (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health
and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions
similar to those performed by the FDA), except, in the case of clause (iii), for any such violation that would not have or reasonably
be expected to result in a Material Adverse Change.
(m) No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of
any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by
which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation
of any term or provision of its Charter, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment
or decree of any Governmental Entity.
(n) Corporate
Power; Licenses; Consents.
(i) Conduct
of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company
has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business
purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure
to have any such authorization, approval, order, license, certificate or permit would not have or reasonably be expected to result
in a Material Adverse Change.
(ii) Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained.
No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid
issuance, sale and delivery of the Securities and the consummation of the transactions and agreements contemplated by this Agreement
and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable
federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(o) D&O
Information. To the Company’s knowledge, all information concerning the Company’s directors, officers and principal
shareholders as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as well as in the Lock-Up
Agreement (as defined in Section 2(y) below), provided to the Underwriters, is true and correct in all material respects and the
Company has not become aware of any information which would cause the information disclosed to become materially inaccurate and
incorrect.
(p) Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except for any such action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding that would not have or reasonably be expected to result in a Material Adverse Change, or in connection with the Company’s
listing application for the listing of the Shares and the Warrant Shares on the Exchange.
(q) Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws
of the State of Israel as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to
qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
(r) Insurance.
The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks
which the Company believes are adequate, and all such insurance is in full force and effect. The Company has no reason to believe
that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable
coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that
would not result in a Material Adverse Change.
(s) Transactions
Affecting Disclosure to FINRA.
(i) Finder’s
Fees. Except as disclosed to the Representative or as described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s,
consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements,
agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’
compensation, as determined by FINRA.
(ii) Payments
Within Twelve (12) Months. Except as disclosed to the Representative or as described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, and except in connection with the closing on March 22, 2016 of the sale of the Company’s
securities, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as
a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that
has any direct or indirect affiliation or association with any FINRA member, in each case within the twelve (12) months prior to
the Effective Date, other than the payment to the Underwriters as provided hereunder in connection with the Offering.
(iii) Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its
affiliates, except as specifically authorized herein.
(iv) FINRA
Affiliation. There is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company's
securities or (iii) beneficial owner of the Company's unregistered equity securities which were acquired during the 180-day period
immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating
in the Offering (as determined in accordance with the rules and regulations of FINRA).
(v) Information.
All information provided by the Company in its FINRA questionnaire to the Representative specifically for use by Haynes and Boone,
LLP (“Representative’s Counsel”) in connection with its Public Offering System filings (and related disclosure)
with FINRA is true, correct and complete in all material respects.
(t) Foreign
Corrupt Practices Act. None of the Company or, to the Company’s knowledge, any director, officer, agent, employee or
affiliate of the Company or any other person acting on behalf of the Company, has, directly or indirectly, given or agreed to give
any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any
customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality
of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who
was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed
transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding,
(ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely
affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure that its
accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt
Practices Act of 1977, as amended or Title 5 of the Israeli Penalty Law (Bribery Transactions).
(u) Compliance
with OFAC. None of the Company or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of
the Company or any other person acting on behalf of the Company, is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly
or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.
(v) Money
Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Israeli
Prohibition on Money Laundering Law, 2000, the money laundering statutes of all jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively,
the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the
Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(w) Regulatory.
All preclinical and clinical studies conducted by or on behalf of the Company that are material to the Company, taken as a whole,
are or have been adequately described in the Registration Statement, the Pricing Disclosure Package and the Prospectus in all material
respects. The clinical and preclinical studies conducted by or on behalf of the Company that are described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus or the results of which are referred to in the Registration Statement,
the Pricing Disclosure Package and the Prospectus were and, if still ongoing, are being conducted in material compliance with all
laws and regulations applicable thereto in the jurisdictions in which they are being conducted and with all laws and regulations
applicable to preclinical and clinical studies from which data will be submitted to support marketing approval. The descriptions
in the Registration Statement, the Pricing Disclosure Package and the Prospectus of the results of such studies are accurate and
complete in all material respects and fairly present the data derived from such studies, and the Company has no knowledge of, or
reason to believe that, any large well-controlled clinical study the aggregate results of which are inconsistent with or otherwise
call into question the results of any clinical study conducted by or on behalf of the Company that are described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus or the results of which are referred to in the Registration Statement,
the Pricing Disclosure Package and the Prospectus. Except as disclosed in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, the Company has not received any written notices or statements from the FDA, the European Medicines Agency
(“EMA”) or any other governmental agency or authority imposing, requiring, requesting or suggesting a clinical hold,
termination, suspension or material modification for or of any clinical or preclinical studies that are described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus or the results of which are referred to in the Registration Statement,
the Pricing Disclosure Package and the Prospectus. Except as disclosed in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, the Company has not received any written notices or statements from the FDA, the EMA or any other governmental
agency, and otherwise has no knowledge of, or reason to believe that, (i) any investigational new drug application for potential
product of the Company is or has been rejected or determined to be non-approvable or conditionally approvable; and (ii) any license,
approval, permit or authorization to conduct any clinical trial of any potential product of the Company has been, will be or may
be suspended, revoked, modified or limited.
(x) Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative’s
Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
(y) Lock-Up
Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and certain
other holders of the Company’s outstanding Ordinary Shares (or securities convertible or exercisable into Ordinary Shares),
heretofore agreed upon between you and the Company (collectively, the “Lock-Up Parties”). The Company has caused each
of the Lock-Up Parties to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit A
(the “Lock-Up Agreement”), prior to the execution of this Agreement.
(z) Subsidiaries.
Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company does not have
any direct or indirect subsidiaries.
(aa) Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any other person
required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described
as required. Furthermore there are no business relationships, related party transactions or extraordinary transactions involving
the Company which have not been approved as required pursuant to the provisions of Part VI of the Israeli Companies Law 5759-1999
(the “Israeli Companies Law”).
(bb) Board
of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Statutory
Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and
the overall composition of the board comply with the Exchange Act and the rules and regulations of the Commission promulgated thereunder
(the “Exchange Act Regulations”), the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley
Act”) applicable to the Company and the listing rules of the Exchange.
(cc) Sarbanes-Oxley
Compliance.
(i) Disclosure
Controls. The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15
or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information
concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s
Exchange Act filings and other public disclosure documents.
(ii) Compliance.
The Company is, and at the Applicable Time and on the Closing Date and any Option Closing Date will be, in material compliance
with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable
steps to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor)
with all of the material provisions of the Sarbanes-Oxley Act.
(dd) Accounting
Controls. The Company maintains systems of “internal control over financial reporting” (as defined under Rules
13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed
by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar
functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP, including, but not limited to, 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and
the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material
weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management
and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record, process, summarize
and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal controls over financial reporting.
(ee) No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds
thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to
register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.
(ff) No
Labor Disputes. No labor related litigation, and no labor dispute with the employees of the Company exists or, to the knowledge
of the Company, is imminent. The Company is in compliance in all material respects with the labor and employment laws and collective
bargaining agreements and extension orders applicable to their employees in the State of Israel.
(gg) Intellectual
Property Rights. The Company owns or possesses or has valid rights to use all patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar
rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company as currently carried
on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company,
no action or use by the Company necessary for the conduct of its business as currently carried on and as described in the Registration
Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual
Property Rights of others. The Company has not received any notice alleging any such infringement, fee or conflict with asserted
Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate,
in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third
parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company,
threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property
Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually
or in the aggregate, together with any other claims in this Section 2(gg), reasonably be expected to result in a Material Adverse
Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property
Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or
in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging
the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable
basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2(gg), reasonably
be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property
Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is
unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate,
together with any other claims in this Section 2(gg), reasonably be expected to result in a Material Adverse Change; and (E) to
the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term
of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation
agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates
to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and
could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s
knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept
confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property
Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package
and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus
contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology
employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on
the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the
rights of any persons. Company has not received claims for royalties or other compensation from individuals, including employees
of the Company, who made inventive contributions to Company’s technology or products, and Company will have no obligation
to pay royalties or other compensation to such individuals on account of such inventive contributions.
(hh) Taxes.
The Company has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof
or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes (as hereinafter defined) shown as
due on such returns that were filed and has paid all taxes imposed on or assessed against the Company. The provisions for taxes
payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued
and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements.
Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority
in connection with any of the returns or taxes asserted as due from the Company, and (ii) no waivers of statutes of limitation
with respect to the returns or collection of taxes have been given by or requested from the Company. The term “taxes”
mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, lease, service, service use, withholding, payroll, employment, national insurance, value added, excise, severance,
stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind
whatever, together with any interest and any penalties, inflation linkages, additions to tax or additional amounts with respect
thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be
filed in respect to taxes.
(ii) PFIC
Status. Based on the nature of the Company’s business, the projected composition of its income and the projected composition
and estimated fair market values of the Company’s assets, the Company cannot rule out that it will be a passive foreign investment
company within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended or the regulations promulgated
thereunder in 2015, 2016 or a subsequent year.
(jj) Compliance
with Environmental Laws. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) the Company
is not in violation of any material federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or
rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent,
decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient
air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations
relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”),
(ii) the Company has all material permits, authorizations and approvals required under any applicable Environmental Laws and is
in compliance with their requirements, (iii) there are no pending or, to the Company’s knowledge, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation
or proceedings relating to any Environmental Law against the Company and (iv) to the Company’s knowledge, there are no events
or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit
or proceeding by any private party or governmental body or agency, against or affecting the Company relating to Hazardous Materials
or any Environmental Laws.
(kk) ERISA
Compliance. Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company for employees or former
employees of the Company and its affiliates has been maintained in compliance with its terms and the requirements of any applicable
statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the
“Code”), except to the extent that failure to so comply, individually or in the aggregate, would not be expected to
result in a Material Adverse Change.
(ll) Compliance
with Laws. The Company: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable
to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion,
sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company (“Applicable
Laws”), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change;
(B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice
from the U.S. Food and Drug Administration or any other governmental authority alleging or asserting noncompliance with any Applicable
Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required
by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and such Authorizations are
valid and in full force and effect and is not in material violation of any term of any such Authorizations; (D) has not received
notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental
authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations
and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration,
action, suit, investigation or proceeding; (E) has not received notice that any governmental authority has taken, is taking or
intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority
is considering such action; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such
reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and
correct on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or
involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or
replacement, safety alert, post-sale warning, “dear doctor” letter, or other notice or action relating to the alleged
lack of safety or efficacy of any product or any alleged product defect or violation and, to the Company’s knowledge, no
third party has initiated, conducted or intends to initiate any such notice or action.
(mm) Ineligible
Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness
of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Securities and at the date
hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any
determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
(nn) Foreign
Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
(oo) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without
a reasonable basis or has been disclosed other than in good faith.
(pp) Industry
Data. The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package
and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and
accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.
(qq) Emerging
Growth Company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an
“Emerging Growth Company”).
(rr) Testing-the-Waters
Communications. The Company has not (i) alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters
Communications with the written consent of the Representative and with entities that are qualified institutional buyers within
the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501
under the Securities Act and (ii) authorized anyone other than the Representative to engage in Testing-the-Waters Communications.
The Company confirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications.
The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule 2-C hereto. “Written
Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning
of Rule 405 under the Securities Act.
(ss) Electronic
Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the Securities
Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations)
is required in connection with the Offering.
(tt) Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly
or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Ordinary
Shares to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
(uu) Israeli
Law Matters.
(i) The
Company has validly appointed Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, 1633 Broadway, New York, NY 10019, as its
authorized agent for service of process.
(ii) Neither
the Company nor any of its subsidiaries organized under the laws of the State of Israel nor any of their properties or assets has
any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior
to judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(iii) No
consent, approval, authorization or order of, or filing, qualification or registration with, any Israeli court or governmental
agency, authority or body, which has not been made, obtained or taken and is not in full force and effect, is required for the
execution, delivery and performance of this Agreement by the Company, the offer or sale of the Securities or the consummation of
the transactions contemplated hereby or thereby, other than (A) the obligation to file certain information following the Closing
and the Option Closing with the Israel Innovative Authority of the Ministry of Economy and Industry, if applicable, and (B) the
filing of certain notices with the Registrar of Companies in the State of Israel regarding the issuance of shares.
(iv) Assuming
none of the Underwriters maintains a permanent establishment in the State of Israel, or is either not subject to taxation in Israel
or is exempt from such taxation pursuant to the Israeli Income Tax Ordinance, 1961, or pursuant to the U.S. Israel Income Tax Treaty,
then the issuance, delivery and sale of the Securities are not subject to any tax imposed by the State of Israel or any political
subdivision thereof.
(v) The
Company has not engaged in any form of solicitation, advertising or any other action constituting an offer of securities under
the Israeli Securities Law 5728-1968, as amended, and the regulations promulgated thereunder (collectively, the “Israeli
Securities Law”) in connection with the transactions contemplated hereby which would require the Company to publish a prospectus
in the State of Israel under the laws of the State of Israel.
(vi) No
stamp duty or similar tax or duty is payable under applicable laws or regulations in connection with the creation, issuance or
delivery of the Securities.
(vii) Subject
to the conditions and qualifications set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may
be enforced by an Israeli court.
(viii) Except as described
in the Registration Statement, for a period of 12 months prior to and including the date of the Closing, the Company has not offered
or sold any of its securities in Israel, except for the issuance of the Ordinary Shares and options to purchase Ordinary Shares
exercisable under the Company’s equity incentive plans, which are exempt from prospectus requirements under the Israeli Securities
Law or otherwise as described in the Registration Statement.
(ix) No
proceedings have been instituted in the State of Israel for the dissolution of the Company.
(x) The
Company acknowledges, understands and agrees that Securities may be sold in Israel only by the Underwriters and only to such Israeli
investors listed in the First Addendum to the Israeli Securities Law (the “Addendum”) and that have signed a declaration
that they meet the conditions to be considered as such.
(xi) No
proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated
as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State
of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(xii) All grants and
issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan,
qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus. With
respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section
102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii)
each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was
duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary
corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company
(or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes
or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
3. Covenants
of the Company. The Company covenants and agrees as follows:
(a) Amendments
to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to
the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement
to which the Representative shall reasonably object in writing.
(b) Federal
Securities Laws.
(i) Compliance.
The Company, subject to Section 3(b)(ii), shall comply with the requirements of Rule 430A of the Securities Act Regulations, and
will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration
Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the receipt of
any comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending
the use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering
or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination
pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the
subject of a proceeding under Section 8A of the Securities Act in connection with the Offering of the Securities. The Company shall
effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required
by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether
the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that
it was not, it will promptly file such prospectus. The Company shall use its best efforts to prevent the issuance of any stop order,
prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.
(ii) Continued
Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange
Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the
Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities
is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required
by the Securities Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist
as a result of which it is necessary, in the opinion of Representative’s Counsel or for the Company, to (i) amend the Registration
Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing
Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not
include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein
not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration
Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with
the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative
notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make
the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount
of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment or supplement and (C)
file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or
supplement to which the Representative or Representative’s Counsel shall reasonably object. The Company will furnish to the
Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has
given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within 48 hours
prior to the Applicable Time. The Company shall give the Representative notice of its intention to make any such filing from the
Applicable Time until the later of the Closing Date and the exercise in full or expiration of the over-allotment option specified
in Section 1(b) hereof and will furnish the Representative with copies of the related document(s) a reasonable amount of time prior
to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or Representative’s
Counsel shall reasonably object.
(iii) Exchange
Act Registration. So long as any of the Warrants remain outstanding the Company shall use its best efforts to (A)
maintain the registration of the Securities under the Exchange Act and (B) not deregister the Securities under the Exchange
Act.
(iv) Free
Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall
not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained
by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free
Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i)
that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such
free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,”
as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto,
including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of
an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing
Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the
Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct
such conflict, untrue statement or omission.
(v) Testing-the-Waters
Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or
occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an
untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify
the Representative and shall promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to
eliminate or correct such untrue statement or omission.
(c) Delivery
to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available
to the Representative and Representative’s Counsel, without charge, signed copies of the Registration Statement as originally
filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts,
and will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and
each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(d) Delivery
to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each
Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter,
without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172,
would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented)
as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.
(e) Effectiveness
and Events Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration Statement
to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative
immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto;
(ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose;
(iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities
for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of
the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;
(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of
any event during the period described in this Section 3(e) that, in the judgment of the Company, makes any statement of a material
fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of
any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure
Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not
misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any
time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.
(f) Listing.
The Company shall use its best efforts to maintain the listing of the Ordinary Shares (including the Shares and the Warrant Shares)
on the Exchange for at least three years from the date of this Agreement.
(g) Reserved.
(h) Reports
to the Representative.
(i) Periodic
Reports. For a period of two (2) years after the date of this Agreement, the Company shall furnish to the Representative copies
of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders
of any class of its securities and also promptly furnish to the Representative: (i) a copy of each periodic report the Company
shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a copy of every press
release and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy
of each Form 6-K prepared and filed by the Company; (iv) five copies of each registration statement filed by the Company under
the Securities Act; and (v) such additional documents and information with respect to the Company and the affairs of any future
subsidiaries of the Company as the Representative may from time to time reasonably request; provided the Representative shall sign,
if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative
and Representative’s Counsel in connection with the Representative’s receipt of such information. Documents filed with
the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section
3(h)(i).
(ii) Transfer
Agent; Transfer Sheets. For a period of three (3) years after the date of this Agreement, the Company shall retain a transfer
agent and registrar acceptable to the Representative (the “Transfer Agent”) and shall furnish to the Representative
at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may reasonably
request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. V Stock Transfer, LLC is acceptable
to the Representatives to act as Transfer Agent for the Ordinary Shares.
(iii) Trading
Reports. During such time as the Shares are listed on the Exchange, the Company shall provide to the Representative, at the
Company’s expense, such reports published by Exchange relating to price trading of the Shares, as the Representative shall
reasonably request.
(i) Payment
of Expenses. The Company agrees to pay, or reimburse if paid by the Representative, whether or not the transactions contemplated
hereby are consummated or this Agreement is terminated, all of its costs and expenses incident to the public offering of the Securities
and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing,
reproduction filing and distribution of the Registration Statement including all exhibits thereto, each Preliminary Prospectus,
the Prospectus, any Issuer Free Writing Prospectus, all amendments and supplements thereto, and the printing, filing and distribution
of this Agreement; (ii) the preparation and delivery of certificates for the Securities to the Underwriters; (iii) the registration
or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred
to in Section 3(r), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration
and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda;
(iv) the furnishing (including costs of shipping and mailing) to the Representative and to the Underwriters of copies of each Preliminary
Prospectus, the Prospectus and all amendments or supplements to the Prospectus, any Issuer Free Writing Prospectus, and of the
several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the offering
and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold; (v) the filing fees of FINRA in connection
with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection
with such review; (vi) inclusion of the Shares and the Warrant Shares for quotation on the Nasdaq Global Market; (vii) all transfer
taxes, if any, with respect to the sale and delivery of the Securities by the Company to the Underwriters; (viii) $35,000 for non-accountable
expenses payable to the Representative; (ix) all clearing agent fees not to exceed $10,000 and (x) all reasonable fees and expenses
of the counsel to the Underwriters not to exceed $75,000.
(j) Application
of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the
application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
(k) Delivery
of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an earnings
statement (which need not be certified by independent registered public accounting firm unless required by the Securities Act or
the Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act)
covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement.
(l) Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)
has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Securities.
(m) Internal
Controls. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.
(n) Accountants.
The Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least
three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.
(o) FINRA.
The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i)
any officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company's securities or (iii)
any beneficial owner of the Company's unregistered equity securities which were acquired during the 180 days immediately preceding
the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating in the
Offering (as determined in accordance with the rules and regulations of FINRA).
(p) No
Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely
contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in
a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering
and the other transactions contemplated by this Agreement.
(q) Company
Lock-Up Agreements.
(i) Restriction
on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written
consent of the Representative, it will not, for a period of 90 days after the date of this Agreement (the “Lock-Up Period”),
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital
stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;
(ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital
stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company
except for a registration statement on Form S-8 to register shares issuable pursuant to the Company's equity incentive plans; or
(iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be
settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. Notwithstanding the
provisions set forth in the immediately preceding sentence, the Company may, without the prior written consent of the Representative:
(A) issue any securities
to be sold hereunder, including, without limitation, the issuance of the Securities to the Underwriters pursuant to this Agreement,
(B)
issue Ordinary Shares, and options to purchase Ordinary Shares, pursuant to stock option plans, stock purchase or
other equity incentive plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as
those plans are in effect on the date of this Agreement,
(C) issue Ordinary
Shares upon the exercise of stock options issued under stock option or other equity incentive plans referred to in clause (B) above,
as those plans are in effect on the date of this Agreement, or upon the exercise of warrants or convertible securities outstanding
on the date of this Agreement, as those warrants and convertible securities are in effect on the date of this Agreement,
(D) issue Ordinary
Shares upon the exercise of outstanding warrants, convertible debentures and other outstanding instruments convertible into or
exercisable or exchangeable for Ordinary Shares, and
(E) issue Ordinary
Shares in connection with strategic partnering transactions, provided that in the case of this clause (E) the aggregate number
of Ordinary Shares issued in all such transactions does not exceed 10% of the outstanding Ordinary Shares of the Company, and provided
further that the Representative receives a signed lock-up for the balance of the 90 day period with respect to any such Ordinary
Shares so issued;
(r) Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify
the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign)
as the Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution
of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process
or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
(s) Reporting
Requirements. The Company, during the period when a prospectus relating to the Securities is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the
Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally,
the Company shall report the use of proceeds from the issuance of the Securities as may be required under Rule 463 under the Securities
Act Regulations.
(t) Emerging
Growth Company Status. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth
Company at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the Securities
Act and (ii) fifteen (15) days following the completion of the Lock-Up Period.
4. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Securities, as provided
herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof
and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers of the
Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the
following conditions:
(a) Regulatory
Matters.
(i) Effectiveness
of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than [____] p.m.,
Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at each
of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary
Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or,
to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the
Commission for additional information. The Prospectus containing the Rule 430A Information shall have been filed with the Commission
in the manner and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment
providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements
of Rule 430A.
(ii) FINRA
Clearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount
of compensation allowable or payable to the Underwriters as described in the Registration Statement.
(iii) Exchange
Stock Market Clearance. On the Closing Date, the Company’s Ordinary Shares, including the Firm Shares and the Warrant
Shares underlying the Firm Warrants, shall have been approved for listing on the Exchange, subject only to official notice of issuance.
On the first Option Closing Date (if any), the Company’s Ordinary Shares, including the Option Shares and the Warrant Shares
underlying the Option Warrants, shall have been approved for listing on the Exchange, subject only to official notice of issuance.
(b) Company
Counsel Matters.
(i) Closing
Date Opinion of U.S. Counsel to the Company. On the Closing Date, the Representative shall have received the favorable opinion
of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, U.S. counsel to the Company, and a written statement providing certain
“10b-5” negative assurances, dated the Closing Date and addressed to the Representative, in form and substance satisfactory
to Representative’s Counsel.
(ii) Closing
Date Opinion of Israeli Counsel to the Company. On the Closing Date, the Representative shall have received the favorable opinion
of Zysman, Aharoni, Gayer & Co., Israeli counsel to the Company, and a written statement providing certain “10b-5”
negative assurances, dated the Closing Date and addressed to the Representative, in form and substance satisfactory to Representative’s
Counsel.
(iii) Opinion
of Special Intellectual Property Counsel for the Company. On the Closing Date, the Representative shall have received the opinion
of Cooley LLP, special intellectual property counsel for the Company, dated the Closing Date, addressed to the Representative in
form and substance satisfactory to Representative’s Counsel.
(iv) Option
Closing Date Opinions of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable
opinions of each counsel listed in Sections 4(b)(i), 4(b)(ii) and 4(b)(iii), dated the Option Closing Date, addressed to the Representative
and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements
made by such counsels in their respective opinions delivered on the Closing Date.
(v) Reliance.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the
United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of
other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to
the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments
of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided
that copies of any such statements or certificates shall be delivered to Representative’s Counsel if requested.
(c) Comfort
Letters.
(i) Cold
Comfort Letter. At the time this Agreement is executed you shall have received a cold comfort letter containing statements
and information of the type customarily included in accountants’ comfort letters with respect to the financial statements
and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, addressed
to the Representative and in form and substance satisfactory in all respects to you and to the Auditor, dated as of the date of
this Agreement.
(ii) Bring-down
Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from
the Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms
the statements made in the letter furnished pursuant to Section 4(c)(i), except that the specified date referred to shall be a
date not more than three (3) business days prior to the Closing Date or the Option Closing Date, as applicable.
(d) Officers’
Certificates.
(i) Officers’
Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing
Date (if such date is other than the Closing Date), of its Chief Executive Officer and its Chief Financial Officer stating that
(i) such officers have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus
and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable Time and
as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not include any untrue statement
of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option
Closing Date if such date is other than the Closing Date), any Issuer Free Writing Prospectus as of its date and as of the Closing
Date (or any Option Closing Date if such date is other than the Closing Date), the Prospectus and each amendment or supplement
thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact
and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which
should have been set forth in a supplement or amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus,
(iii) to the best of their knowledge after reasonable investigation, as of the Closing Date (or any Option Closing Date if such
date is other than the Closing Date), the representations and warranties of the Company in this Agreement are true and correct
and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date (or any Option Closing Date if such date is other than the Closing Date), and (iv) there has not
been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Pricing
Disclosure Package, any Material Adverse Change in the financial position or results of operations of the Company, or any change
or development that, singularly or in the aggregate, would involve a Material Adverse Change or a prospective Material Adverse
Change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company,
except as set forth in the Prospectus.
(ii) Chief Financial
Officer’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have
received a certificate of the Company signed by the Chief Financial Officer of the Company, dated the Closing Date or the Option
Date, as the case may be, respectively, certifying: (i) that the Charter is true and complete, has not been modified and is in
full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full
force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company
or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such
certificate shall be attached to such certificate.
(iii) No
Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been
no Material Adverse Change or development involving a prospective Material Adverse Change in the condition or prospects or the
business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the
Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) no action, suit or proceeding, at law or in equity,
shall have been pending or threatened against the Company or any Insider before or by any court or federal or state commission,
board or other administrative agency wherein an unfavorable decision, ruling or finding which could reasonably be expected to cause
a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus;
(iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened
by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendments or
supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities
Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and
the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor the Prospectus nor any
amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading.
(e) Delivery
of Lock-Up Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed
copies of the Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.
(f) Additional
Documents. At the Closing Date and at each Option Closing Date (if any) Representative and Representative’s Counsel shall
have been furnished with such documents and certificates as they may reasonably require, or in order to evidence the accuracy of
any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken
by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form
and substance to the Representative and Representative’s Counsel.
5. Indemnification.
(a) The
Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each of its and their directors, officers, representatives
and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act against any and all losses, claims, damages and liabilities, joint or several (including any reasonable
investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or
proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act
or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities
arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement, the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any “issuer-information”
filed or required to be filed pursuant to Rule 433(d) of the Rules, any amendment thereof or supplement thereto, any Written Testing-the-Waters
Communication, or in any Blue Sky application or other information or other documents executed by the Company filed in any state
or other jurisdiction to qualify any or all of the Securities under the securities laws thereof (any such application, document
or information being hereinafter referred to as a “Blue Sky Application”) or arise out of or are based upon any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that such indemnity shall not inure to the benefit of any Underwriter (or any person controlling
such Underwriter) on account of any losses, claims, damages or liabilities arising from the sale of the Securities to any person
by such Underwriter if such untrue statement or omission or alleged untrue statement or omission was made in such preliminary prospectus,
the Registration Statement, the Prospectus, the Statutory Prospectus, any Issuer Free Writing Prospectus or such amendment or supplement
thereto, any Written Testing-the-Waters Communication, or in any Blue Sky Application in reliance upon and in conformity with the
Underwriter Information.
(b) Each
Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each director of the Company,
and each officer of the Company who signs the Registration Statement, against any losses, claims, damages or liabilities to which
such party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained
in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the
Statutory Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with the Underwriter
Information; provided, however, that the obligation of each Underwriter to indemnify the Company (including any controlling person,
director or officer thereof) shall be limited to the amount of the underwriting discount and commissions applicable to the Securities
to be purchased by such Underwriter hereunder.
(c) Any
party that proposes to assert the right to be indemnified under this Section will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnifying party or
parties under this Section, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing
a copy of all papers served. No indemnification provided for in Section 5(a) or 5(b) shall be available to any party who shall
fail to give notice as provided in this Section 5(c) if the party to whom notice was not given was unaware of the proceeding to
which such notice would have related and was prejudiced by the failure to give such notice but the omission so to notify such indemnifying
party of any such action, suit or proceeding shall not relieve it from any liability that it may have to any indemnified party
for contribution or otherwise than under this Section. In case any such action, suit or proceeding shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled
to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof and the approval by the indemnified party of such counsel,
the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below
and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense
thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been
authorized in writing by the indemnifying parties, (ii) the indemnified party shall have been advised by counsel that there may
be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party
(in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified
party) or (iii) the indemnifying parties shall not have employed counsel to assume the defense of such action within a reasonable
time after notice of the commencement thereof, in each of which cases the fees and expenses of counsel shall be at the expense
of the indemnifying parties. An indemnifying party shall not be liable for any settlement of any action, suit, and proceeding or
claim effected without its written consent, which consent shall not be unreasonably withheld or delayed.
6. Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 5(a)
or 5(b) is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless an indemnified
party in respect to any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate losses, liabilities, claims, damages and expenses (including any investigation, legal and other expenses
reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted,
but after deducting any contribution received by any person entitled hereunder to contribution from any person who may be liable
for contribution) incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant
to this Agreement or, if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to above but also the relative fault of the Company on the one hand and the Underwriters on
the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses,
as well as any other relevant equitable considerations. The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred
to above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred
to above shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 6, no Underwriter (except as may be provided in the Agreement Among Underwriters)
shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Securities
purchased by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer
of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the
Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company.
Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be made against another party or parties under this Section 6, notify
such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution
may be sought shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they
may have hereunder or otherwise than under this Section 6. No party shall be liable for contribution with respect to any action,
suit, proceeding or claim settled without its written consent. The Underwriters’ obligations to contribute pursuant to this
Section 6 are several in proportion to their respective underwriting commitments and not joint.
7. Termination.
(a) This
Agreement may be terminated with respect to the Securities to be purchased on the Closing Date or an Option Closing Date by the
Representative by notifying the Company at any time at or before the Closing Date or such Option Closing Date in the absolute discretion
of the Representative if: (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence
that has materially disrupted, or in the reasonable judgment of the Representative, will in the near future materially disrupt,
the securities markets or there shall be such a material adverse change in general financial, political or economic conditions
or the effect of international conditions on the financial markets in the United States is such as to make it, in the reasonable
judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the
Securities; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or
crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the
Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities; (iii)
trading in the Ordinary Shares or any securities of the Company has been suspended or materially limited by the Commission or trading
generally on the New York Stock Exchange, Inc. or the NASDAQ has been suspended or materially limited, or minimum or maximum ranges
for prices for securities shall have been fixed, or maximum ranges for prices for securities have been required, by any of said
exchanges or by such system or by order of the Commission, FINRA, or any other governmental or regulatory authority; or (iv) a
banking moratorium has been declared by any state or Federal authority; or (v) in the reasonable judgment of the Representative,
there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in
the Prospectus, any Material Adverse Change.
(b) If
this Agreement is terminated pursuant to any of its provisions, the Company shall not be under any liability to any Underwriter,
and no Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative
or the Underwriters because of any failure, refusal or inability on the part of the Company to comply with the terms or to fulfill
any of the conditions of this Agreement, the Company will reimburse the Underwriters for all reasonable, documented expenses (including
the reasonable fees and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale of the
Securities or in contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused
to purchase the Securities agreed to be purchased by it under this Agreement, without some reason sufficient hereunder to justify
cancellation or termination of its obligations under this Agreement, shall be relieved of liability to the Company or to the other
Underwriters for damages occasioned by its failure or refusal.
8. Substitution
of Underwriters. If any Underwriter shall default in its obligation to purchase on the Closing Date or an Option Closing Date
the Securities agreed to be purchased hereunder, the Representative shall have the right, within 36 hours thereafter, to make arrangements
for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase such Securities on the terms contained
herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company
shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to
the Underwriters to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number
of Securities which remains unpurchased on the Closing Date or such Option Closing Date does not exceed one-eleventh of the aggregate
number of all the Securities that all the Underwriters are obligated to purchase on such date, then the Company shall have the
right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase
hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the
number of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters
for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its
default. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date or such Option
Closing Date, as the case may be, for a period of not more than seven days in order to effect any necessary changes and arrangements
(including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the
Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the opinion of the Company
and the Underwriters and their counsel may thereby be made necessary.
The term “Underwriter”
as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such
substituted Underwriter had originally been named in Schedule 1.
If, after giving effect
to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representative and the
Company as provided above, the aggregate number of such Securities which remains unpurchased exceeds 10% of the aggregate number
of all the Securities to be purchased at such date, then this Agreement, or, with respect to any Option Closing Date which occurs
after the Closing Date, the obligations of the Underwriters to purchase and of the Company, as the case may be, to sell the Option
Securities to be purchased and sold on such date, shall terminate, without liability on the part of any non-defaulting Underwriter
to the Company, and without liability on the part of the Company, except as provided in Sections 4(b), 5, 6 and 7. The provisions
of this Section 8 shall not in any way affect the liability of any defaulting Underwriter to the Company or the nondefaulting Underwriters
arising out of such default. The term “Underwriter” as used in this Agreement shall include any person substituted
under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.
9. Additional
Covenants.
(a) Board
Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members
of the Board of Directors and the overall composition of the Board comply with the Sarbanes-Oxley Act, with the Exchange Act, the
Israeli Companies Law, and with the listing rules of the Exchange or any other national securities exchange, as the case may be,
in the event the Company seeks to have its Ordinary Shares listed on another exchange or quoted on an automated quotation system,
and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee
financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.
(b) Prohibition
on Press Releases and Public Announcements. The Company shall not issue press releases or engage in any other publicity, without
the Representative’s prior written consent, for a period ending at 5:00 p.m., Eastern time, on the first (1st) business day
following the forty-fifth (45th) day after the Closing Date, other than normal and customary releases issued in the ordinary course
of the Company’s business or if in the judgment of the Company and its counsel, and after notification to the Representative,
such press release or communication is required by law.
10. Additional
Rights.
(a) Right
of First Refusal. For a period of nine (9) months after the Closing Date, the Representative shall have a right of first refusal
(the “Right of First Refusal”) to act as lead book-runner, lead manager, lead placement agent or lead agent or in any
other similar capacity, on the Representative’s customary terms and conditions, in the event the Company retains or otherwise
uses (or seeks to retain or use) the services of an investment bank or placement agent to (i) finance or refinance any indebtedness
or (ii) pursue a registered offering (in addition to the Offering) or a private placement of equity or debt securities (each, a
“ Subject Transaction”). The Company shall notify the Representative of its intention to pursue a Subject Transaction,
including the terms of such Subject Transaction, by providing written notice thereof (a “ Subject Transaction Notice ”)
by e-mail, registered mail or overnight courier service addressed to the Representative delivered in accordance with Section 11
of this Agreement. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within
five (5) business days after the mailing of such written notice, then the Representative shall have no further claim or right with
respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right
of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely
affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the term of this
right. The terms and conditions of any such engagements shall be set forth in separate agreements and may be subject to, among
other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a Material Adverse
Change, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate
for transactions of such nature.
(b) Tail
Financing. The Representative shall be entitled to the compensation set forth herein with respect to any public or private
offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail
Financing is provided to the Company by any investors in this offering or whom the Representative had introduced to the Company
in connection with the Offering and whom are set forth on Schedule 4 hereto, if such Tail Financing is consummated at any time
within the 9-month period following the Closing Date.
11. Miscellaneous.
The respective agreements, representations, warranties, indemnities and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or the Company
or any of their respective officers, directors or controlling persons referred to in Sections 5 and 6 hereof, and shall survive
delivery of and payment for the Securities. In addition, the provisions of Sections 4(b), 5, 6 and 7 shall survive the termination
or cancellation of this Agreement.
This Agreement has been
and is made for the benefit of the Underwriters, the Company and their respective successors and assigns, and, to the extent expressed
herein, for the benefit of persons controlling any of the Underwriters, or the Company, and directors and officers of the Company,
and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.
The term “successors and assigns” shall not include any purchaser of Securities from any Underwriter merely because
of such purchase.
This Agreement (together
with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject matter hereof, except for that amended and restated
engagement letter, dated as of February 17, 2017, by and between the Company and the Representative.
All notices, consents
and other communications hereunder shall be in writing and mailed or delivered or by telephone if subsequently confirmed in writing,
(a) if to the Representative, to H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, New York 10022 Attention: Head of Investment
Banking (notices@hcwco.com), with copies to (i) Haynes and Boone, LLP, 30 Rockefeller Plaza, 26th Floor, New York, New York 10112,
Attention: Rick A. Werner, Esq. and (ii) Barnea & Co, Law Offices, Electra City Tower, 58 HaRakevet St., Tel Aviv, 6777016,
Israel, Attention: Zvi Gabbay, Adv. and (b) if to the Company, Bioblast Pharma Ltd., 37 Dereh Menachem Begin St., 15th
Floor, Tel Aviv 6522042 Israel, Attention: Mr. Fredric Price, Chief Executive Officer, with copies to (i) Zysman, Aharoni, Gayer
and Sullivan & Worcester LLP, 1633 Broadway, New York, New York, 10019, Attention: Oded Har-Even, Esq. and (ii) Zysman, Aharoni,
Gayer & Co., 41-45 Rothschild Blvd., Beit Zion, Tel-Aviv, Israel 65784, Attention: Mor Limanovich, Adv.
This Agreement shall
be governed by and construed in accordance with the laws of the State of New York.
By the execution and
delivery of this Agreement, the Company hereby irrevocably designates and appoints Zysman, Aharoni, Gayer and Sullivan & Worcester
LLP, 1633 Broadway, New York, NY 10019 as its authorized agent upon whom process may be served in any suit, proceeding or other
action against it instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any
such controlling person is a party and based upon this Agreement, or in any other action against the Company in the New York Supreme
Court, County of New York and the United States District Court for the Southern District of New York, arising out of the offering
made by the Prospectus or any purchase or sale of Securities in connection therewith. The Company expressly accepts jurisdiction
of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction,
expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action.
Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of
New York reasonably acceptable to the Representative shall have been appointed by the Company, such successor shall have accepted
such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service
of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company
in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application
to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner
described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad
of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby
irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising
out of or based on the Securities, or this Agreement or otherwise relating to the offering, issuance and sale of the Securities
in any Federal or state court sitting in the County of New York and hereby further irrevocably waives any claim that any such action
or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion
of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Securities or
this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction
by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right
of the Underwriters or any person controlling an Underwriter to serve any process or notice of motion or other application in any
other manner permitted by law or limit or affect the right of the Underwriters or any person controlling an Underwriter to bring
any action or proceeding against the Company or any of its properties in the courts of any other jurisdiction. The Company further
agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary
to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company
hereby agrees with the Underwriters to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United
States District Court for the Southern District of New York in connection with any action or proceeding arising from the sale of
the Securities or this Agreement brought by the Company, the Underwriters or any person controlling an Underwriter. The Company
(on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Underwriters
hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.
The Company agrees that
in any suit (whether in a court in the United States, Israel or elsewhere) seeking enforcement of this Agreement or provisions
of this Agreement (i) if the plaintiffs therein seek a judgment in either United States dollars or Israeli currency, subject to
Israeli foreign currency control regulations, the Company will not interpose any defense or objection to or otherwise oppose judgment,
if any, being awarded in such currencies except to the extent that such a judgment would violate the laws of the State of Israel,
and (ii) if the plaintiffs therein seek to have any judgment (or any aspect thereof) awarded in New Israeli Shekels linked, for
the period from entry of such judgment until actual payment thereof in full has been made, to either or both of the consumer price
index of Israel or changes in the New Israeli Shekel-United States dollar exchange rate, the Company will not interpose any defense
or objection to or otherwise oppose inclusion of such linkage in any such judgment except to the extent that such a judgment would
violate the laws of the State of Israel. The Company agrees that it will not initiate or seek to initiate any action, suit or proceeding,
in Israel or in any other jurisdiction other than in the United States, seeking damages in respect of or for the purpose of obtaining
any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning any alleged breach by the
Company or other claim by the Underwriters, or any person controlling an Underwriter in respect of this Agreement or any of the
Underwriters’ rights under this Agreement, including without limitation any action, suit or proceeding challenging the enforceability
of or seeking to invalidate in any respect the submission by the Company hereunder to the jurisdiction of the courts or the designation
of the laws as the law applicable to this Agreement, in each case as set forth herein.
The Company agrees that
if any payment of any sum due under this Agreement from the Company is made to or received by the Underwriters or any controlling
person of any Underwriter in a currency other than freely transferable United States dollars, whether by judicial judgment or otherwise,
the obligations of the Company under this Agreement shall be discharged only to the extent of the net amount of freely transferable
United States dollars that the Underwriters or such controlling persons, as the case may be, in accordance with normal bank procedures,
are able to lawfully purchase with such amount of such other currency. To the extent that the Underwriters or such controlling
persons are not able to purchase sufficient United States dollars with such amount of such other currency to discharge the obligations
of the Company to the Underwriters or such controlling persons, the obligations of the Company shall not be discharged with respect
to such difference, and any such undischarged amount will be due as a separate obligation and shall not be affected by payment
of or judgment being obtained for any other sums due under or in respect of this Agreement.
This Agreement may executed
in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be
an original and all such counterparts shall together constitute one and the same instrument. Execution and delivery of a signed
counterpart of this Agreement by facsimile or e-mail/.pdf transmission shall constitute valid and sufficient execution and delivery
thereof.
[Signature Page Follows]
Please confirm that the foregoing correctly
sets forth the agreement among us.
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Very truly yours, |
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BIOBLAST PHARMA LTD. |
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By |
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Name: |
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Title: |
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Acting severally on behalf of itself
and as Representative of the several
Underwriters named in Schedule 1 annexed
hereto.
| By: H.C. WAINWRIGHT & CO., LLC |
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| By |
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Name: |
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Title: |
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SCHEDULE 1
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| Name |
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Number of
Class A Units to
be Purchased from the
Company |
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Number of
Class B Units to
be Purchased from the
Company |
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Number of Additional
Securities to be Purchased
if the Over-Allotment
Option is Fully
Exercised |
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| H.C. Wainwright & Co., LLC |
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SCHEDULE 2-A
Pricing Information
Number of Class A Units Offered:
Number of Class B Units Offered
Number of Option Securities:
Public Offering Price per Class A Unit:
$
Public Offering Price per Class B Unit:
$
Series A Warrant Exercise Price:
Series B Warrant Exercise Price: $0.01
Underwriting Discount per Class A Unit
: $
Underwriting Discount per Class B Unit
: $
Proceeds to Company per Firm Class A Unit
(before expenses): $
Proceeds to Company per Firm Class B Unit:
$
Public Offering Price per Option Share:
$
Public Offering Price per Option Warrant:
$
SCHEDULE 2-B
Issuer General Use Free Writing Prospectuses
[None].
SCHEDULE 2-C
Written Testing-the-Waters Communications
[None.]
SCHEDULE 3
Lock-Up Signatories
Fredric Price
Chaime Orlev
Dr. Warren Wasiewski
Dana Gelbaum
Prof. Avizohar Argov
Michael Burshtine
Thomas I.H. Dubin
Colin Foster
Robert Friedman
Marlene Haffner
Dr. Dalia Megiddo
Ran Nussbaum
Dr. Ralf Rosskamp
Pontifax (Cayman) III Limited Partnership
Pontifax (Israel) III Limited Partnership
Schedule 4
Tail Investors
[To Come]
EXHIBIT A
FORM OF LOCK-UP AGREEMENT
