UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2025 (Report No. 2)
Commission File Number: 001-41916
Silynxcom Ltd.
7 Giborei Israel
Netanya, 4250407
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F
☐
CONTENTS
Underwritten Public Offering
On
April 2, 2025, Silynxcom Ltd. (the “Company”) closed an underwritten public offering (the “Public Offering”)
of 1,290,000 ordinary shares, no par value per share (the “Ordinary Shares”), at a purchase price of $2.25 per Ordinary
Share (the “Public Offering Share Price”), pursuant to an underwriting agreement (the “Underwriting
Agreement”) between the Company and ThinkEquity LLC (the “Underwriter”), dated March 31, 2025. Pursuant to the
terms of the Underwriting Agreement, the Company has also granted the Underwriter a 45-day option to purchase up to 193,500
additional Ordinary Shares solely to cover over-allotments, if any, at the Public Offering Share Price less underwriting discounts
and commissions. Under the terms of the Underwriting Agreement, the Company also issued to the Underwriter, in a concurrent private placement, a warrant for the
purchase of up to 74,175 ordinary shares at an exercise price of $2.8125 per ordinary share, representing 5% of the sum of the
Ordinary Shares sold in the Public Offering (the “Underwriter’s Warrant”). The Underwriter’s Warrant will be
exercisable during the period commencing on the six-month anniversary of the commencement of sales of Ordinary Shares in this Public
Offering and expire on the date that is five years following the commencement of sales of Ordinary Shares in this offering.
At
closing, the Company issued a total of 1,290,000 Ordinary Shares, for aggregate net proceeds of approximately $2.7 million to the Company,
after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company intends
to use the net proceeds from the Public Offering for working capital and general corporate purposes.
The Ordinary Shares were offered,
issued and sold to the public pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-285443) previously
filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on March 7, 2025, the
related preliminary prospectus supplement filed with the SEC on March 31, 2025 and the final prospectus supplement dated March 31, 2025.
Pursuant
to the Underwriting Agreement, subject to certain exceptions, the Company and the Company’s officers and directors have agreed not
to sell or otherwise dispose of any of the Company’s securities held by them for a period of 90 days following the closing of the
Public Offering, subject to customary exceptions.
The
Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions. The Underwriting Agreement provides for indemnification by the Underwriter of the Company, its directors and officers, and
by the Company of the Underwriter for certain liabilities, including liabilities arising under the Securities Act, and affords certain
rights of contribution with respect thereto.
The
foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting
Agreement, which is attached as Exhibit 1.1 to this Report of Foreign Private Issuer on Form 6-K and incorporated herein by reference.
The legal opinion of Sullivan &
Worcester Tel Aviv (Har-Even & Co.) relating to the legality of the issuance and sale of the Ordinary Shares is attached as Exhibit
5.1 to this Form 6-K.
On
April 2, 2025, the Company issued a press release titled “Silynxcom Ltd. Announces Closing of Public Offering,” a copy of
which is furnished as Exhibit 99.1 with this Form 6-K.
This
Report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3 (Registration No. 333-285443)
filed with the SEC, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the
extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SILYNXCOM LTD. |
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| Date: April 2, 2025 |
By: |
/s/ Nir Klein |
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Name: |
Nir Klein |
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Title: |
Chief Executive Officer |
3
Exhibit 1.1
UNDERWRITING AGREEMENT
between
SILYNXCOM Ltd.
and
THINKEQUITY LLC
as Representative of the Several Underwriters
UNDERWRITING AGREEMENT
New York, New York
March 31, 2025
ThinkEquity LLC
As Representative of the several Underwriters named on Schedule 1 attached hereto
17 State Street, 41st Fl
New York, NY 10004
Ladies and Gentlemen:
The undersigned, Silynxcom
Ltd., a company formed 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 Silynxcom
Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter
referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters
named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters
being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.
To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term “Underwriters” shall
mean either the singular or plural as the context requires.
1. Purchase and Sale of
Shares.
1.1 Firm Shares.
1.1.1 Nature and Purchase
of Firm Shares.
(i)
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell to the several Underwriters, an aggregate of 1,290,000 ordinary shares (the “Firm Shares”)
of the Company, no par value per share (“Ordinary Shares”).
(ii)
The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their
respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $2.09 per Firm Share (93% of the per
Firm Share public offering price). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover
page of the Prospectus (as defined in Section 2.1.1 hereof).
1.1.2 Shares Payment and
Delivery.
(i)
Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on April 2, 2025 or at such earlier
time as shall be agreed upon by the Representative and the Company, at the offices of Greenberg Traurig, LLP, One Vanderbilt Avenue, New
York, NY 10017 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission
(including e-mail)) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm
Shares is called the “Closing Date.”
(ii)
Payment for the Firm Shares shall be made on the Closing Date by wire transfer in U.S. dollars (same day) funds, payable to the
order of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm
Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Representative. The
Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing
at least one (1) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except
upon tender of payment by the Representative for all of the Firm Shares. The term “Business Day” means any day other
than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New
York, New York.
1.2 Over-allotment Option.
1.2.1 Option Shares.
For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby
grants to the Underwriters an option (the “Over-allotment Option”) to purchase from the Company up to 193,500 additional
Ordinary Shares, representing fifteen percent (15%) of the total number of Firm Shares. Such 193,500 additional Ordinary Shares, the
net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.”
The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm
Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale
of the Public Securities is hereinafter referred to as the “Offering.”
1.2.2 Exercise of Option.
The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time)
or any part (from time to time) of the Option Shares within 45 days after the date hereof. The Underwriters shall not be under any obligation
to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised
by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile
or other electronic transmission (including e-mail) setting forth the number of Option Shares to be purchased and the date and time for
delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be later than one (1) full
Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices
of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission (including e-mail))
as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the
Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to
all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated
to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally
and not jointly, shall purchase that portion of the total number of Option Shares then being purchased as set forth in Schedule 1 opposite
the name of such Underwriter.
1.2.3 Payment and Delivery.
Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in U.S. dollars (same day) funds, payable to
the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the
Option Shares (or through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name
or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Day prior to
the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the
Representative for applicable Option Shares. The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date;
and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer
to the time and date of delivery of the Firm Shares and the Option Shares.
1.3 Representative’s
Warrants.
1.3.1 Purchase Warrants.
The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and any Option Closing Date,
as applicable, a warrant (“Representative’s Warrant”) to purchase up to an aggregate of 74,175 Ordinary Shares,
representing 5% of the Public Securities, for an aggregate purchase price of $100.00, to be issued pursuant to a Representative’s
Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), which
Representative’s Warrant shall be exercisable, in whole or in part, commencing 180 days from the date hereof and expiring on the
five-year anniversary of the date hereof at an initial exercise price of $2.8125 per share, which is equal to 125% of the initial public
offering price of the Firm Shares. The Representative’s Warrant Agreement and the Ordinary Shares issuable upon exercise thereof
are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and
agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement
and the underlying Ordinary Shares during the one hundred eighty (180) days after the date hereof and by its acceptance thereof shall
agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof,
or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition
of such securities for a period of one hundred eighty (180) days following the date hereof to anyone other than (i) an Underwriter or
a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter
or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
1.3.2 Delivery. Delivery
of the Representative’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such
authorized denominations as the Representative may request.
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 the Option Closing Date, if any, as follows:
2.1
Filing of Registration Statement.
2.1.1
Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a “shelf” registration statement on Form F-3 (File No. 333-285443), including any related prospectus or prospectuses,
for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”),
which registration statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities
Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and
contains 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 on file with the Commission at any
given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof
or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed
to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”)
or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.”
The Registration Statement at the time it originally became effective is referred to herein as the “Initial 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
was declared effective by the Commission on March 7, 2025. The prospectus in the form in which it was filed with the Commission in connection
with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement
to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Public Securities and the Offering and omitted
the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph
is herein called a “Preliminary Prospectus.”
Promptly after the execution
and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus
relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act
Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission
pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base
Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.
“Applicable Time”
means 9:10 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 Public 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 Public 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 Pricing Prospectus
and the information included on Schedule 2-A hereto, all considered together.
2.1.2 Pursuant to the Exchange
Act. The Company has filed with the Commission a Form 8-A (File Number 001-41916) providing for the registration pursuant to Section 12(b)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Ordinary Shares. The registration
of the Ordinary Shares and related Form 8-A have become effective under the Exchange Act on or prior to the date hereof. The Company
has taken no action designed to, or likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange
Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.
2.2 Stock Exchange Listing.
The Ordinary Shares have been approved for listing on the NYSE American (the “Exchange”), and the Company has taken
no action designed to, or likely to have the effect of, delisting the Ordinary Shares from the Exchange, nor has the Company received
any notification that the Exchange is contemplating terminating such listing except as described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus.
2.3 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.
2.4 Disclosures in Registration
Statement.
2.4.1 Compliance with Securities
Act and 10b-5 Representation.
(i)
Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed
effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply
in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The conditions for use of Form
F-3, set forth in the General Instructions thereto, including, but not limited to, General Instruction I.B.5 and other conditions related
to the offer and sale of the Public Securities, have been satisfied. Pursuant to General Instruction I.B.5 of Form F-3, in no event will
the Company sell securities pursuant to the Registration Statement with a value of more than one-third of the aggregate market value of
the Company’s Ordinary Shares held by non-affiliates in any 12-month period, so long as the aggregate market value of the Company’s Ordinary
Shares held by non-affiliates is less than $75,000,000. Each Preliminary Prospectus and the Prospectus, at the time each was or will be
filed with the Commission, complied and will comply 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.
(ii)
Neither the Registration Statement nor any amendment thereto, at their effective time, as of the Applicable Time, at the Closing
Date or at any Option Closing Date (if any), did not and will not contain an untrue statement of a material fact or omit or will omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(iii)
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 any Issuer Limited Use Free Writing Prospectus
hereto does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus
or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing 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 Pricing
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 second sentence of the second paragraph in the subsection entitled “Discounts, Commissions and Reimbursement”
related to concessions; (ii) the subsection entitled “Discretionary Accounts”; (iii) the subsection entitled “Electronic
Offer, Sale and Distribution of Securities”; and (iv) the first three paragraphs under the subsection entitled “Price Stabilization,
Short Positions and Penalty Bids” (the “Underwriters’ Information”).
(iv) 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
(v)
The documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when
they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of
the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents
contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so
filed and incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when such documents
become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and will not contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
2.4.2 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 or incorporated by reference 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, or to be incorporated by reference
in the Registration Statement, the Pricing Disclosure Package or the Prospectus, that have not been so described or filed or incorporated
by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it
is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, 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. To the Company’s knowledge, performance
by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable
law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the
Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating
to environmental laws and regulations.
2.4.3 Prior Securities Transactions.
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.
2.4.4 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.
2.4.5 No Other Distribution
of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offering material in
connection with the Offering other than any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus and other materials,
if any, permitted under the Securities Act and consistent with Section 3.2 below.
2.5 Changes After Dates
in Registration Statement.
2.5.1 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 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 or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations,
business, assets or prospects of the Company (a “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 (as defined in
Rule 16a-1(f) of the Exchange Act) or director of the Company has resigned from any position with the Company.
2.5.2 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.
2.6
Independent Accountants. To the knowledge of the Company, Ziv Haft,
Certified Public Accountants (Isr.), a BDO Member
Firm, independent registered public accounting firm (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 or incorporated by reference 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.
2.7 Financial Statements,
etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present in all material respects 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 International Financial Reporting Standards as issued by the International Accounting Standards Board
(“IFRS”), 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 IFRS); and the supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material
respects the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are
required to be included or incorporated by reference 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 or incorporated by reference 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 in all material respects 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, or incorporated or deemed
incorporated by reference therein, regarding “non-IFRS 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, (a) neither the Company nor any
of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”),
has 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 or any of its Subsidiaries, or, other than
in the ordinary course of business, any grants under any share compensation plan, and (d) there has not been any Material Adverse Change
in the Company’s long-term or short-term debt.
2.8 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 share capitalization
set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus
as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no share options, warrants, or other rights
to purchase or otherwise acquire any authorized, but unissued Ordinary Shares or any security convertible or exercisable into Ordinary
Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.
2.9 Valid Issuance of Securities,
etc.
2.9.1 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; except as disclosed in the Registration Statement, the Pricing Disclosure Package
and Prospectus, the holders thereof have no rights of rescission, rights of first refusal or rights of participation or similar rights
with respect thereto or put rights, 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, rights of first refusal or rights of participation 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 securities,
exempt from such registration requirements.
2.9.2 Securities Sold Pursuant
to this Agreement. The Public Securities and Representative’s Securities 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 Public Securities and Representative’s Securities are not and will not
be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company;
and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s
Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto
contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken
for the authorization, issuance and sale of the Representative’s Warrant has been duly and validly taken; the Ordinary Shares issuable
upon exercise of the Representative’s Warrant have been duly authorized and reserved for issuance by all necessary corporate action
on the part of the Company and when paid for and issued in accordance with the Representative’s Warrant and the Representative’s
Warrant Agreement, such Ordinary Shares 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; and such Ordinary Shares are not and will not be subject to the preemptive
rights, rights of first refusal or rights of participation of any holders of any security of the Company or similar contractual rights
granted by the Company.
2.10 Registration Rights
of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, 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.
2.11 Validity and Binding
Effect of Agreements. This Agreement and the Representative’s Warrant Agreement have each been duly and validly authorized
by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against
the Company in accordance with their respective 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.
2.12 No Conflicts, etc.
The execution, delivery and performance by the Company of this Agreement, the Representative’s Warrant 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 Company’s
articles of association (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; except in
the case of clause (ii) and (iii) for any such breach, conflict, violation, default, lien, charge or encumbrance that would not reasonably
be expected to result in, individually or in the aggregate, a Material Adverse Change.
2.13 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 (i) any term or provision of its
Charter or by-laws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any
Governmental Entity; except in the case of clause (ii) for any such violation that could not reasonably be expected to result in, individually
or in the aggregate, a Material Adverse Change.
2.14 Corporate Power; Licenses;
Consents.
2.14.1 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 consents, authorizations, approvals, orders, licenses,
certificates, qualifications, registrations 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.
2.14.2 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, orders, licenses, certificates, qualifications and registrations 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 Public Securities and the consummation of the transactions and agreements contemplated
by this Agreement and the Representative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except with respect to applicable federal, state and foreign securities laws, and the rules and regulations
of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.15 D&O Questionnaires.
To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed
by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”) as supplemented
by 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 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 in the Questionnaires to become materially inaccurate and incorrect.
2.16 Litigation; Governmental
Proceedings. There is no material 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
or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.
2.17 Good Standing.
The Company has been duly organized and is validly existing 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 be so qualified or in good standing, singularly or
in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
2.18 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, including, but not limited to, directors and officers insurance coverage at least equal to $5,000,000,
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.
2.19 Transactions Affecting
Disclosure to FINRA.
2.19.1 Finder’s Fees.
Except 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 Public 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.
2.19.2 Payments Within Twelve
(12) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, 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, within the twelve (12) months prior to the date hereof, other than the payment to the Underwriters as provided
hereunder in connection with the Offering.
2.19.3 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.
2.19.4 FINRA Affiliation.
There is no (i) officer or director of the Company, (ii) beneficial owner of 10% 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). Except as disclosed in the Registration Statement, the Pricing
Disclosure Package, the Preliminary Prospectus and the Prospectus, the Company (i) does not have any material lending or other relationship
with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Public
Securities to repay any outstanding debt owed to any affiliate of any Underwriter.
2.19.5 Information. All
information provided by the Company and all information provided by its officers and directors in their respective FINRA questionnaires
to Representative Counsel specifically for use by Representative Counsel in connection with its Public Offering System filings (and related
disclosure) with FINRA is true, correct and complete in all material respects.
2.20 Foreign Corrupt Practices
Act. The Company’s 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, and the rules and regulations thereunder (collectively, the “FCPA”)
or any applicable provision of Israeli law. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its
Subsidiaries, 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, (iii) if
not continued in the future, might adversely affect the assets, business, operations or prospects of the Company, (iv) violated or is
in violation of any provision of the FCPA or any applicable non-U.S. anti-bribery statute or regulation, (v) made any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment, or (vi) received notice of any investigation, proceeding or inquiry by
any Governmental Entity regarding any of the matters in clauses (i)-(v) above; and the Company and, to the knowledge of the Company,
the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
2.21 Compliance with OFAC.
None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of
the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, 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.
2.22 Money Laundering Laws.
The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, 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.
2.23 Officers’ Certificate.
Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel shall be deemed
a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.24 Lock-Up Agreements.
Schedule 3 hereto contains a complete and accurate list of the Company’s officers and directors (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 B (the “Lock-Up Agreement”), prior to the execution of this Agreement.
2.25 Subsidiaries.
All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization
or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct
of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets,
business or operations of the Company taken as a whole. The Company’s ownership and control of each Subsidiary is as described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.26 Related Party Transactions.
2.26.1 Business Relationships.
There are no business relationships or related party transactions involving the Company (within the scope of Item 404 of Regulation S-K)
required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described
as required.
2.26.2 No Unconsolidated
Entities. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates
(as such term is defined in Rule 405 of the Securities Act) and any unconsolidated entity, including, but not limited to, any structured
finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s liquidity
or the availability of or requirements for its capital resources required to be described in the Pricing Disclosure Package and the Prospectus
or a document incorporated by reference therein which have not been described as required.
2.27 No Loans or Advances
to Affiliates. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business)
or guarantees or indebtedness by the Company to or for the benefit of (i) any of the officers or directors of the Company, (ii) any other
affiliates of the Company or (iii) any of their respective family members, except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, which are, in the case of clauses (ii) and (iii), required to be disclosed in the Registration
Statement, the Pricing Disclosure Package or the Prospectus.
2.28 Board of Directors.
The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, 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. At least one member of the Audit Committee of the Board of Directors
of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing
rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,”
as defined under the listing rules of the Exchange.
2.29 Sarbanes-Oxley Compliance.
2.29.1 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 applicable to it, 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.
2.29.2 Compliance. The
Company is, or at the Applicable Time and on the 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.
2.30 Accounting Controls.
The Company and its Subsidiaries maintain 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 IFRS, 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 IFRS 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 (as defined in Rule 12b-2 of the Exchange Act) 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 (as
defined in Rule 12b-2 of the Exchange Act) 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.
2.31 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.
2.32 No Labor Disputes.
No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent.
2.33 Intellectual Property
Rights. The Company and each of its Subsidiaries 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 and its Subsidiaries
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 or any of its Subsidiaries 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. Neither the Company nor any of its Subsidiaries has 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 2.33, 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 2.33,
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 2.33, 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.
2.34 Taxes. Each of
the Company and its Subsidiaries 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. Each of the Company and its Subsidiaries 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 or such respective Subsidiary. 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 or
its Subsidiaries, 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 or its Subsidiaries. The term “taxes” means all federal, state, local, foreign, including,
without limitation, Israeli, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits,
license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall
profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties,
additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports,
statements and other documents required to be filed in respect to taxes.
2.35
Foreign Private Issuer. The Company is a “foreign private issuer” as defined in Rule 405 under the Securities
Act.
2.36 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 Public 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.
2.37 Compliance with
Laws. The Company: (A) is and at all times has been in compliance with all federal, state, local and foreign, including without
limitation Israeli, statutes, rules, or regulations applicable to the business of the Company, including, without limitation, 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 warning letter, untitled letter or other correspondence or notice from 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 are 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.
2.38 Real Property.
Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries
have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property
which are material to the business of the Company and each of its Subsidiaries taken as a whole, in each case free and clear of all liens,
encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property
and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries; and all of
the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which
the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of
any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or
subleased premises under any such lease or sublease.
2.39 Contracts Affecting
Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as
such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited to, any
structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s
or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be described or incorporated
by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been described or incorporated
by reference as required.
2.40 Loans to Directors
or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business)
or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or directors of the Company,
its Subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
2.41 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.
2.42 Integration. Neither
the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated
with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under
the Securities Act.
2.43 No Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or stockholders (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 Public Securities.
2.44 Emerging Growth Company.
From the time of the initial confidential submission of the Registration Statement to the Commission through the date hereof, the Company
has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth
Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors
undertaken in reliance on Section 5(d) of the Securities Act.
2.45 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.
2.46 Environmental
Laws. The Company and its Subsidiaries are in material compliance with all foreign, federal, state, local and foreign,
including, without limitation, Israeli, legally-binding rules, laws and regulations relating to the use, treatment, storage and
disposal of hazardous or toxic substances or waste and protection of health and safety (to the extent relating to exposure to
hazardous or toxic substances) or the environment which are applicable to their businesses (“Environmental
Laws”). There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or
other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its
Subsidiaries (or, to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its
Subsidiaries is or may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any of its
Subsidiaries, or upon any other property, in violation of any Environmental Law or which would, under any Environmental Law, give
rise to any liability; and there has been no disposal, discharge, emission or other release of any kind onto such property or into
the environment surrounding such property of any toxic or other wastes or other hazardous substances. In the ordinary course of
business, the Company and its Subsidiaries conduct periodic reviews of the effect of Environmental Laws on their business and
assets, in the course of which they identify and evaluate any associated costs and liabilities (including, without limitation, any
capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or governmental
permits issued thereunder, any related constraints on operating activities and any potential liabilities to third parties). On the
basis of such reviews, the Company and its Subsidiaries have reasonably concluded that such associated costs and liabilities would
not reasonably be expected to result, singularly or in the aggregate, in a Material Adverse Change.
2.47 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 either the Registration Statement, Pricing Disclosure Package or Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.
2.48 IT Systems. To
the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of
or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware,
software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any
third-party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third
parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”),
except in each case, as would not reasonably be expected to have a Material Adverse Effect, and (B) the Company and its Subsidiaries
have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security
breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (ii) the Company and
its Subsidiaries have implemented commercially reasonable controls, policies, procedures and technological safeguards to maintain and
protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as is customary for the Company’s
business or as required by applicable regulatory standards; and (iii) the IT Systems and Data are adequate for, and operate and
perform in all material respects as required in connection with the operation of the businesses of the Company and its Subsidiaries as
currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants.
2.49 Privacy Laws.
To the Company’s knowledge, the Company and its subsidiaries are, have always been, in material compliance with all applicable
state and federal data privacy and security laws and regulations, including without limitation the European Union General Data Protection
Regulation (“GDPR”) (EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliance with
the Privacy Laws, the Company has in place, complies with, and takes appropriate steps to ensure compliance in all material respects
with their policies and procedures relating to data privacy and security and the collection, storage, use, processing, disclosure, handling,
and analysis of Personal Data and Confidential Data (the “Policies”). To the Company’s knowledge, the Company
has made all material disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of
such disclosures made or contained in any Policy have been inaccurate or in violation of any applicable laws and regulatory rules or
requirements in any material respect. The Company further represents that neither it nor any subsidiary: (i) has received written notice
of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no actual
knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying
for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party
to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.
2.50 Exchange
Act Reports. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act during the preceding 12 months.
3.
Covenants of the Company. The Company covenants and agrees as follows:
3.1 Amendments to Registration
Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement,
Preliminary Prospectus, Pricing Disclosure Package or Prospectus proposed to be filed after the date hereof and not file any such amendment
or supplement to which the Representative shall reasonably object in writing.
3.2 Federal Securities
Laws.
3.2.1 Compliance. The
Company, subject to Section 3.2.2, shall comply with the requirements of Rule 424(b) and Rule 430B 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 or any amendment or supplement to any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus shall have been
filed and when any post-effective amendment to the Registration Statement shall become effective; (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 any Preliminary Prospectus, the Pricing Disclosure Package or 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, the Pricing Disclosure Package or the Prospectus, or of the suspension
of the qualification of the Public 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 Public 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 commercially reasonable 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.
3.2.2 Continued Compliance.
The Company shall comply in all material respects 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 Public 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 Public
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 Public Securities, any event shall occur or condition
shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters 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 counsel
for the Underwriters 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 shall give the Representative notice of its intention to make any
filings made pursuant to the Exchange Act or the Exchange Act Regulations 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 1.2 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 counsel for the Underwriters shall reasonably object.
3.2.3 Exchange Act Registration.
For a period of three (3) years after the date of this Agreement, the Company shall use its commercially reasonable efforts to maintain
the registration of the Ordinary Shares under the Exchange Act. The Company shall not deregister the Ordinary Shares under the Exchange
Act without the prior written consent of the Representative.
3.2.4 Free Writing Prospectuses.
Prior to the later to occur of any Closing Date and completion of the distribution of the Public Securities, the Company agrees that,
unless it obtains the prior written consent of the Representative, it shall not make any offer relating to the Public 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.
3.2.5 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.
3.3
Delivery to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or
make available to the Representative and counsel for the Representative, without charge, signed copies of the Registration Statement as
originally filed and each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated
or deemed to be incorporated by reference therein) 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.
3.4 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 Public 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.
3.5 Effectiveness and Events
Requiring Notice to the Representative. The Company shall notify the Representative 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 Public 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 3.5 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.
3.6
Review of Financial Statements. For a period of three (3) years after the date of this Agreement, the Company, at its expense,
shall use its commercially reasonable efforts to cause its regularly engaged independent registered public accounting firm to review (but
not audit) the Company’s financial statements for the six (6) months ended June 30 of the relevant year.
3.7 Listing. The Company
shall use its best efforts to maintain the listing of the Ordinary Shares (including the Public Securities) on the Exchange for at least
three years from the date of this Agreement.
3.8 Reports to the Representative.
3.8.1 Periodic Reports, etc.
For a period of three (3) years after the date of this Agreement, the Company shall furnish or make available 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;
(v) a copy of each report or other communication furnished to shareholders; and (vi) 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 Counsel in connection with the Representative’s receipt of such
information. Documents filed with the Commission pursuant to its EDGAR system, and press releases released through customary channels,
shall be deemed to have been delivered to the Representative pursuant to this Section 3.9.1.
3.8.2 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. Vstock Transfer, LLC is acceptable to the Representative
to act as Transfer Agent for the Ordinary Shares.
3.8.3 Trading Reports.
During such time as the Public Securities 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 Public Securities, as the Representative shall reasonably
request.
3.9 Payment of Expenses.
3.9.1 General Expenses Related
to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent
not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including,
but not limited to: (a) all filing fees and communication expenses relating to the registration of the Ordinary Shares to be sold in
the Offering (including the Option Shares) with the Commission; (b) all Public Filing System filing fees and expenses associated with
the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Ordinary Shares on the Exchange and on
such other stock exchanges as the Company and the Representative together determine, including any fees charged by DTC for new securities;
(d) all fees, expenses and disbursements relating to background checks of the Company’s officers, directors and entities in an
amount not to exceed $15,000 in the aggregate; (e) all fees, expenses and disbursements relating to the registration or qualification
of the Public Securities under the “blue sky” securities laws of such states, if applicable, and other jurisdictions as the
Representative may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption
of the Public Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g)
the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue
Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire
and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary
and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred
to in Section 3.8 hereof; (i) the costs of preparing, printing and delivering certificates representing the Ordinary Shares; (j) fees
and expenses of the transfer agent for the Ordinary Shares; (k) share transfer and/or stamp taxes, if any, payable upon the transfer
of securities from the Company to the Underwriters; (l) the costs associated with post-Closing advertising the Offering in the national
editions of the Wall Street Journal and New York Times; (m) the costs associated with bound volumes of the public offering materials
as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time
after the Closing Date in such quantities as the Representative may reasonably request, in an amount not to exceed $3,000; (n) the fees
and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents and
representatives; (p) the fees and expenses of the Underwriters’ legal counsel not to exceed $75,000; (q) the $29,500 cost associated
with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering; (r) $10,000 for data services
and communications expenses; (s) up to $10,000 of the Representative’s actual accountable “road show” expenses; and
(t) up to $30,000 of the Representative’s market making and trading, and clearing firm settlement expenses for the Offering. For
the avoidance of doubt, the aggregate accountable expense reimbursement will not exceed $100,000 of which $20,000 has been paid as an
advance (“Advance”) pursuant to that certain engagement letter, dated June 24, 2024, by and between the Company and ThinkEquity
LLC (the “Engagement Letter”). The Representative may deduct from the net proceeds of the Offering payable to the Company
on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein (less the Advance and any other amounts previously
advanced against such actual reimbursable expenses) to be paid by the Company to the Underwriters.
3.9.2 Non-accountable Expenses.
The Company further agrees that, in addition to the expenses payable pursuant to Section 3.10.1, on the Closing Date it shall pay to
the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal
to one percent (1%) of the gross proceeds received by the Company from the sale of the Firm Shares (excluding the Option Shares).
3.10 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.
3.11 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.
3.12 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 Public Securities.
3.13 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 IFRS and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.14 Accountants. As
of the date of this Agreement, 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.
3.15 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 10% 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).
3.16 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.
3.17 Company Lock-Up Agreements.
3.17.1
Lock Up. The Lock-Up Parties will enter into customary “lock-up” agreements in favor of the Representative pursuant
to which such persons and entities will agree, for a period of 90 days from the date of this Agreement that they will neither offer, issue,
sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company without the Representative’s
prior written consent.
3.17.2
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 caused 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; (iii)
complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) 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), (iii) or (iv) above is to be settled by delivery of
shares of capital stock of the Company or such other securities, in cash or otherwise.
The restrictions contained
in this Section 3.17.2 shall not apply to (i) the Ordinary Shares to be sold hereunder or the Representative’s Warrant, (ii) the
issuance by the Company of Ordinary Shares upon the exercise of a share option or warrant or the conversion of a security outstanding
on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants,
and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company
of share options or shares of capital stock of the Company under any equity compensation plan of the Company, provided that in each of
(ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.
3.17.3 Restriction on Continuous
Offerings. Notwithstanding the restrictions contained in Section 3.17.2, 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 twelve (12) months after the date of
this Agreement, directly or indirectly in any “at-the-market” or continuous equity transaction, offer to sell, sell, contract
to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or
exercisable or exchangeable for shares of capital stock of the Company.
3.18 Release of D&O
Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up
Agreements described in Section 2.24 hereof for any directors or officers of the Company and provide the Company with notice of
the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees
to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service
at least two (2) Business Days before the effective date of the release or waiver.
3.19 Blue Sky Qualifications.
The Company shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public
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
Public 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.
3.20 Reporting Requirements.
The Company, during the period when a prospectus relating to the Public 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 Public Securities as may be required under Rule 463 under the Securities Act Regulations.
3.21 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 Public 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 Public 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:
4.1 Regulatory Matters.
4.1.1 Commission Actions;
Required Filings. 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. A Prospectus containing the Rule 430B Information shall have been filed with the Commission
in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (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 430B under the Securities Act regulations.
4.1.2 FINRA Clearance.
On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the Registration Statement.
4.1.3 Exchange Stock Market
Clearance. The Company shall have filed a Subsequent Listing Application with the Exchange immediately after pricing of the Offering
and the Exchange shall have approved such Subsequent Listing Application covering the Ordinary Shares and the Ordinary Shares issuable
upon exercise of the Representative’s Warrants.
4.2 Company Counsel Matters.
4.2.1 Closing Date Opinion
of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Sullivan & Worcester LLP in
its capacity as 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, substantially in form and substance reasonably acceptable to the Representative.
4.2.2 Opinion of Israeli
Counsel for the Company. On the Closing Date, the Representative shall have received the favorable opinion of Sullivan & Worcester
Tel Aviv (Har-Even & Co.), Israeli counsel for the Company, dated the Closing Date, addressed to the Representative, substantially
in form and substance reasonably acceptable to the Representative.
4.2.3 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 4.2.1 and 4.2.2, 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.
4.2.4 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, the State of Israel and/or 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 Counsel if requested.
4.3.1 Cold Comfort Letter.
At the time this Agreement is executed you shall have received a cold/long form 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 or incorporated by reference or deemed incorporated by reference 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 and to not have the Auditor cutoff date of more than two (2) Business Days prior to the
date of this Agreement.
4.3.2 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 4.3.1, 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.
4.4 Officers’ Certificates.
4.4.1 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, in the light of the circumstances in which they
were made, 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 date hereof, 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 in all material respects (except for those representations and warranties qualified as to materiality,
which shall be true and correct in all respects and except for those representations and warranties which refer to facts existing at
a specific date, which shall be true and correct as to such date) 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.
4.4.2 Chief Executive 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 Secretary of the Company, or such corporate officer equivalent, dated the Closing Date or the Option Closing
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.
4.5 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 may materially adversely affect the business, operations, prospects or financial condition or income of the
Company, 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;
(iv) no action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any
Governmental Entity which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially
materially and adversely affect the business or operations of the Company; (v) no injunction, restraining order or order of any other
nature by any federal, state or foreign court of competent jurisdiction shall have been issued which would prevent the issuance or sale
of the Public Securities or materially and adversely affect or potentially materially and adversely affect the business or operations
of the Company; and (vi) 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.
4.6 Corporate Proceedings.
All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Public
Securities, the Registration Statement, the Pricing Disclosure Package and the Prospectus and all other legal matters relating to this
Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for
the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request
to enable them to pass upon such matters.
4.7 Delivery of Agreements.
4.7.1 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.
4.7.2 Representative’s
Warrant Agreement. On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s
Warrant Agreement.
4.8 Additional Documents.
At the Closing Date and at each Option Closing Date (if any) Representative Counsel shall have been furnished with such documents and
opinions as they may require for the purpose of enabling Representative Counsel to deliver an opinion to the Underwriters, 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 Public Securities and the Representative’s
Securities as herein contemplated shall be satisfactory in form and substance to the Representative and Representative Counsel.
5.
Indemnification.
5.1 Indemnification of
the Underwriters.
5.1.1 General. Subject
to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each of its
and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel, and agents
and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”),
against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever,
whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter
Indemnified Parties and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the
Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries (a “Claim”),
(i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration
Statement, the Pricing Disclosure Package, any Preliminary Prospectus, the Prospectus, or in any Issuer Free Writing Prospectus or in
any Written Testing-the-Waters Communication (as from time to time each may be amended and supplemented); (B) any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road
show” or investor presentations made to investors by the Company (whether in person or electronically); or (C) any application
or other document or written communication (in this Section 5, collectively called “application”) executed by the Company
or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities under the securities
laws thereof or filed with the Commission, any state securities commission or agency, the Exchange or any other national securities exchange;
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance
upon, and in conformity with, the Underwriters’ Information or (ii) otherwise arising in connection with or allegedly in connection
with the Offering. The Company also agrees that it will reimburse each Underwriter Indemnified Party for all reasonable fees and documented
expenses (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriter
Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party, or otherwise) (collectively,
the “Expenses”), and further agrees wherever and whenever possible to advance payment of Expenses as they are incurred
by an Underwriter Indemnified Party in investigating, preparing, pursuing or defending any Claim.
5.1.2 Procedure. If any
action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to
Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and
the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter
Indemnified Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Failure to so
notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure
results in the forfeiture by the Company of substantial rights and defenses. Such Underwriter Indemnified Party shall have the right
to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company,
and shall be advanced by the Company. The Company shall not be liable for any settlement of any action effected without its consent (which
shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters, settle,
compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which
advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party
is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter
Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action
for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any Underwriter Indemnified Party.
5.2 Indemnification of
the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers
who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company
to the several Underwriters, as incurred, but only with respect to untrue statements or omissions made in the Registration Statement,
any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application,
in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the
Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package
or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any
Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified
shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The Company agrees promptly to
notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors
or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing
Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.
5.3 Contribution.
5.3.1 Contribution Rights.
If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein,
then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall
be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other, from the
Offering of the Public Securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such
loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative
benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall be deemed
to be in the same proportion as the total net proceeds from the Offering of the Public Securities purchased under this Agreement (before
deducting expenses) received by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and the
total underwriting discounts and commissions received by the Underwriters with respect to the Ordinary Shares purchased under this Agreement,
as set forth in the table on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference
to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 5.3.1 were to be determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action
in respect thereof, referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1, any legal
or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5.3.1 in no event shall an Underwriter be required to contribute any amount in excess
of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Offering of
the Public Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. 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.
5.3.2 Contribution Procedure.
Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action,
suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (“contributing
party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing party will not
relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action, suit
or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencement thereof
within the aforesaid 15 days, the contributing party will be entitled to participate therein with the notifying party and any other contributing
party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on account of any settlement
of any claim, action or proceeding affected by such party seeking contribution on account of any settlement of any claim, action or proceeding
affected by such party seeking contribution without the written consent of such contributing party. The contribution provisions contained
in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any right to contribution under the Securities Act,
the Exchange Act or otherwise available. Each Underwriter’s obligations to contribute pursuant to this Section 5.3 are several
and not joint. -
6. Default by an
Underwriter.
6.1 Default Not Exceeding
10% of Firm Shares or Option Shares. If any Underwriter or Underwriters shall default in its or their obligations to purchase the
Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option
Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares
that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be
purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default Exceeding
10% of Firm Shares or Option Shares. In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm
Shares or Option Shares, the Representative may in its discretion arrange for it or for another party or parties to purchase such Firm
Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default
relating to more than 10% of the Firm Shares or Option Shares, the Representative does not arrange for the purchase of such Firm Shares
or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party
or parties satisfactory to the Representative to purchase said Firm Shares or Option Shares on such terms. In the event that neither
the Representative nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided
in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company
(except as provided in Sections 3.10 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however,
that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided,
further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company
for damages occasioned by its default hereunder.
6.3 Postponement of Closing
Date. In the event that the Firm Shares or Option Shares to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the
Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in
any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing
Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such Ordinary Shares.
7. Additional
Covenants.
7.1 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 of Directors comply with the Sarbanes-Oxley Act, with the Exchange Act 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
Public Securities 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.
7.2 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 as required by law or the rules of the Exchange.
7.3 Right of First Refusal.
Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right
of first refusal (the “Right of First Refusal”), for a period of twelve (12) months after the date the Offering is
completed, to act as sole and exclusive investment banker, sole and exclusive book-runner, sole and exclusive financial advisor, sole
and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for
each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject
Transaction”), during such twelve (12) month period, of the Company, or any successor to or subsidiary of the Company, on terms
and conditions customary to the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain,
engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent during such twelve
(12) month period in a Subject Transaction without the express written consent of the Representative.
The Company shall notify the
Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof
by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of
First Refusal with respect to any Subject Transaction within ten (10) 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 twelve (12) month period agreed to above.
8. Effective Date of
this Agreement and Termination Thereof.
8.1 Effective Date.
This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts
of such signatures to the other party.
8.2 Termination. The
Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international
event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities
markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended
or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall
have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United
States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium has been declared
by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely
impacts the United States or Israeli securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood,
accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured,
will, in its opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or (vii) if the Company is
in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become
aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material
change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering,
sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.
8.3 Expenses. Notwithstanding
anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in the
event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof
pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses
related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel)
up to $100,000, inclusive of the Advance for accountable expenses previously paid by the Company to the Representative and upon demand
the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense
cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any
advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA
Rule 5110(g)(4)(A).
8.4 Survival of Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not
be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
8.5 Representations, Warranties,
Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers
of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made
by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors
or any person controlling the Company or (ii) delivery of and payment for the Public Securities.
9. Miscellaneous.
9.1 Notices. All communications
hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or certified mail, return
receipt requested), personally delivered or sent by electronic mail and confirmed and shall be deemed given when so delivered and confirmed
or if mailed, two (2) days after such mailing.
If to the Representative:
ThinkEquity LLC
17 State Street, 41st Floor
New York, NY 10004
Attention: Head of Investment Banking
E-mail: notices@think-equity.com
with a copy (which shall not constitute notice) to:
Greenberg Traurig LLP
One Vanderbilt Avenue
New York, New York 10017
Attention: David Huberman, Esq.
E-mail: David.Huberman@gtlaw.com
If to the Company:
Silynxcom Ltd.
7 Giborei Israel St
Netanya, 4250407, Israel
Attention: Nir Klein, Chief Executive Officer
E-mail: kleinnir@s-o-s.co.il
with a copy (which shall not constitute notice) to:
Sullivan & Worcester LLP
1251 Avenue of the Americas
New York, NY 10020
Attention: Eric Victorson, Esq.
E-mail: evictorson@sullivanlaw.com
9.2 Research Analyst Independence.
The Company acknowledges that each Underwriter’s research analysts and research departments are required to be independent from
its investment banking division and are subject to certain regulations and internal policies, and that such Underwriter’s research
analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company
and/or the Offering that differ from the views of their investment banking division. The Company acknowledges that each Underwriter is
a full service securities firm and as such from time to time, subject to applicable securities laws, rules and regulations, may effect
transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the
Company; provided, however, that nothing in this Section 9.2 shall relieve the Underwriter of any responsibility or liability it may
otherwise bear in connection with activities in violation of applicable securities laws, rules or regulations.
9.3 Headings. The headings
contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation
of any of the terms or provisions of this Agreement.
9.4 Amendment. This
Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.5 Entire Agreement.
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. Notwithstanding anything to the contrary
set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of the Engagement Letter, shall
remain in full force and effect. In the case of any inconsistency between the terms of this Agreement and the Engagement Letter, the
terms of this Agreement shall prevail.
9.6 Binding Effect.
This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the
controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives,
heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include
a purchaser, in its capacity as such, of securities from any of the Underwriters.
9.7 Governing Law; Consent
to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding
or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court,
County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees
that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on
its behalf and, to the extent permitted by applicable law, on behalf of its shareholders 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.
9.8 Execution in Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.
Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery
thereof.
9.9 Waiver, etc. The
failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
[Signature Page Follows]
If the foregoing correctly
sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between us.
| |
Very truly yours, |
| |
|
|
|
| |
SILYNXCOM LTD. |
| |
|
| |
By: |
/s/ Nir Klein |
| |
|
Name: |
Nir Klein |
| |
|
Title: |
Chief Executive Officer |
Confirmed as of the date first written above
mentioned, on behalf of itself and as
Representative of the several Underwriters
named on Schedule 1 hereto:
| THINKEQUITY LLC |
|
| |
|
|
|
| By: |
/s/ Eric Lord |
|
| |
Name: |
Eric Lord |
|
| |
Title: |
Head of Investment Banking |
|
[Signature
Page]
SILYNXCOM LTD. – Underwriting
Agreement
SCHEDULE 1
| | |
Number of Firm
Shares to be
Purchased from
the Company | | |
Number of
Option Shares to be
Purchased if the
Overallotment
Option is Fully
Exercised | |
| ThinkEquity LLC | |
| 1,290,000 | | |
| 193,500 | |
SCHEDULE 2-A
Pricing Information
Number of Firm Shares: 1,290,000
Number of Option Shares: 193,500
Public Offering Price per Firm Share: $2.25
Public Offering Price per Option Share: $2.25
Underwriting Discount per Firm Share: $0.1575
Underwriting Discount per Option Share: $0.1575
Warrant Exercise Price: $2.8125
Proceeds to Company per Firm Share (before expenses): $2.0925
Proceeds to Company per Option Share (before expenses): $2.0925
SCHEDULE 2-B
Issuer General Use Free Writing Prospectuses
None.
SCHEDULE 2-C
Written Testing-the-Waters Communications
None.
SCHEDULE 3
List of Lock-Up Parties
EXHIBIT A
Form of Representative’s Warrant Agreement
EXHIBIT B
Form of Lock-Up
EXHIBIT C
Form of Press Release
Silynxcom Ltd.
[Date]
Silynxcom Ltd., a corporation formed under the
laws of the State of Israel (the “Company”), announced today that ThinkEquity LLC, acting as representative for the
underwriters in the Company’s recent public offering of _______ the Company’s ordinary shares, no par value per share (the
“Ordinary Shares”), is [waiving] [releasing] a lock-up restriction with respect to _________ Ordinary Shares held by
[certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 2025, and
the shares may be sold on or after such date.
This press release is not an offer or sale
of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not
be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
Exhibit 4.1
Form of Representative’s
Warrant Agreement
THE REGISTERED HOLDER OF THIS
PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED
AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT (AS DEFINED BELOW) TO ANYONE OTHER THAN
(I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF
THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
THIS PURCHASE WARRANT IS NOT
EXERCISABLE PRIOR TO SEPTEMBER 27, 2025. VOID AFTER 5:00 P.M., EASTERN TIME, MARCH 31, 2030.
ORDINARY SHARE PURCHASE WARRANT
SILYNXCOM LTD.
Warrant Shares: [●]
Initial Exercise Date: September 27, 2025
THIS
ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after September 27, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule
5110(g)(8)(A), prior to at 5:00 p.m. (New York City time) on the date that is five (5) years following the Date of the Underwriting Agreement
(the “Termination Date”) but not thereafter, to subscribe for and purchase from Silynxcom Ltd., a company formed under
the laws of the State of Israel (the “Company”), up to [●] ordinary
shares, no par value per share, of the Company (the “Ordinary Shares” and such shares issuable upon exercise of this
warrant, the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Ordinary Share under
this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Underwriting
Agreement (as defined below).
Section 1. Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Commission”
means the United States Securities and Exchange Commission.
“Ordinary
Shares Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred share, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Trading
Day” means a day on which the NYSE American is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New
York Stock Exchange (or any successors to any of the foregoing).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares then listed or
quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date)
on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of an Ordinary Share for such date (or the nearest preceding date) on the OTCQB or OTCQX as applicable, or (c) in all other
cases, the fair market value of the Ordinary Shares as determined by an independent appraiser selected in good faith by the Holder and
reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Underwriting
Agreement” means that certain Underwriting Agreement, dated as of [●],
2025, by and between the Company and ThinkEquity LLC.
Section 2. Exercise.
a)
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly
executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise”). Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the aggregate
Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on
a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.
No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of
any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has
been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading
Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise form within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of
this Warrant, acknowledge and agree that, by reason of the provisions of this Section 2(a), following the purchase of a portion of the
Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount
stated on the face hereof.
b)
Exercise Price. The exercise price per Ordinary Share under this Warrant shall be $[●],
subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering,
or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also
be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to
receive the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
| (A) |
= | as applicable: (i) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section
2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior
to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal
securities laws) on such Trading Day, (ii) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise
if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours
thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section
2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day
and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading
hours” on such Trading Day; |
| (B) | = |
the Exercise Price of this Warrant, as adjusted hereunder; and |
| (X) | = |
the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise. |
If
Warrant Shares are issued in such a “cashless exercise,” the parties acknowledge and agree that in accordance with Section
3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period
of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take
any position contrary to this Section 2(c).
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).
d)
Mechanics of Exercise.
i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by its
transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company’s transfer agent
is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by Holder, or (B) the Warrant Shares are eligible for resale by the Holder without volume or
manner-of-sale limitations pursuant to Rule 144 and, in either case, the Warrant Shares have been sold by the Holder prior to the Warrant
Share Delivery Date (as defined below), and otherwise by physical delivery of a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the address specified by the Holder in the Notice of Exercise by the date that is one (1) Trading Day after the delivery to the
Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). If the Warrant Shares can be delivered
via DWAC, the transfer agent shall have received from the Company, at the expense of the Company, any legal opinions or other documentation
required by it to deliver such Warrant Shares without legend (subject to receipt by the Company of reasonable back up documentation from
the Holder, including with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery
Date, the transfer agent shall have received from the Holder a confirmation of sale of the Warrant Shares (provided the requirement of
the Holder to provide a confirmation as to the sale of Warrant Shares shall not be applicable to the issuance of unlegended Warrant Shares
upon a cashless exercise of this Warrant if the Warrant Shares are then eligible for resale pursuant to Rule 144(b)(1)). The Warrant Shares
shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a
holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise
Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi)
prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares
subject to a Notice of Exercise by the second Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder,
in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of
the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth
Trading Day after such liquidated damages begin to accrue) for each Trading Day after the first Trading Day following such Warrant Share
Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent
that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.
ii. Delivery of New Warrants Upon Exercise. If this Warrant shall
have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery
of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares
called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
iii. Rescission Rights. If the Company fails to cause its transfer
agent to deliver to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will
have the right to rescind such exercise; provided, however, that the Holder shall be required to return any Warrant Shares
or Ordinary Shares subject to any such rescinded exercise notice concurrently with the return to Holder of the aggregate Exercise Price
paid to the Company for such Warrant Shares and the restoration of Holder’s right to acquire such Warrant Shares pursuant to this
Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).
iv. Compensation for Buy-In on Failure to Timely Deliver Warrant
Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to
transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before
the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction
or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder
of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall
(A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause
(A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the
amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.
v. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would
otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such
final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall
be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant
Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder
or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are
to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment
Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day processing
of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar
functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing of Books. The Company will not close its shareholder
books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
viii. Signature. This Section 2 and the exercise form attached
hereto set forth the totality of the procedures required of the Holder in order to exercise this Warrant. Without limiting the preceding
sentences, no ink-original exercise form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any exercise form be required in order to exercise this Warrant. No additional legal opinion, other information or instructions
shall be required of the Holder to exercise this Warrant. The Company shall honor exercises of this Warrant and shall deliver Shares
underlying this Warrant in accordance with the terms, conditions and time periods set forth herein.
e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the
Holder and its Affiliates shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which such
determination is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares
Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the
Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of
this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to
verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary
Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B)
a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent
setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within
one Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number
of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Ordinary Shares was reported. The
“Beneficial Ownership Limitation” shall be [4.99]1% of the number of Ordinary Shares outstanding immediately
after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds [4.99]% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of
Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any
increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to
the Company. The provisions of this Section 2(e) shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(e) to correct this Section 2(e) (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitations contained in this Section 2(e) shall apply to a successor holder of this Warrant.
Section 3. Certain
Adjustments.
a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares
(which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides
outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Ordinary
Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of capital stock of the Company,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding
treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares
outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the
purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof,
as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce
any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Shares Equivalents, at an effective
price per share less than the Exercise Price then in effect.
b)
[RESERVED]
c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is
outstanding the Company grants, issues or sells any Ordinary Shares Equivalents or rights to purchase stock, warrants, securities or other
property pro rata to all of the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any
limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which
a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
d)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other
than cash dividends) or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return
of capital or otherwise (including, without limitation, any distribution of shares or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided,
however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the
Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution,
such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
e) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any
sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series
of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities,
cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or
indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares
or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares
(not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the
other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant
Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option
of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the
successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable by holders of Ordinary Shares as a result of such Fundamental Transaction for each Ordinary Share
for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section
2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary
Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e)
pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which
is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the
Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant)
prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital
stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such
shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic
value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in
form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the
“Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume
all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company
herein.
f)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
g)
Notice to Holder.
i. Adjustment to Exercise Price. Whenever the Exercise Price
is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise
Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts
requiring such adjustment.
ii. Notice to Allow Exercise by Holder. If (A) the Company shall
declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring
cash dividend on or a redemption of the Ordinary Shares, (C) the Company shall authorize the granting to all holders of the Ordinary Shares
rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders
of the Company shall be required in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which
the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange
whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed
a notice to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior
to the applicable record or effective date hereinafter specified, stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of
the Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y)
the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close,
and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares
for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;
provided that the failure to provide such notice or any defect therein shall not affect the validity of the corporate action required
to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Repot of Foreign Private Issuer on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on
the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Section 4. Transfer
of Warrant.
a)
Transferability. Pursuant to FINRA Rule 5110(e)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant
shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of the securities by any Person for a period of 180 days immediately
following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the
transfer of any security:
i.
by operation of law or by reason of reorganization of the Company;
ii.
to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject
to the lock-up restriction in this Section 4(a) for the remainder of the time period;
iii.
if the aggregate amount of securities of the Company held by the Holder or related Person do not exceed 1% of the securities being offered;
iv.
that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages
or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the
fund; or
v.
the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 4(a)
for the remainder of the time period.
Subject to the foregoing
restriction, any applicable securities laws and the conditions set forth in Section 4(d), this Warrant and all rights hereunder (including,
without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office
of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days
of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder
or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be
identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
d)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and,
upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.
Section 5. Registration
Rights.
5.1
Demand Registration.
5.1.1 Grant
of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the
underlying Warrant Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the Warrant Shares
underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration
statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its
reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by
the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration
statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5.2 hereof and either: (i)
the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates
to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn
or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial
Exercise Date and expiring on the fifth anniversary of the date of the Underwriting Agreement. The Company covenants and agrees to give
written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable
Securities within ten (10) days after the date of the receipt of any such Demand Notice.
5.1.2 Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 5.1.1, but
the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filing
required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested
by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a State
in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit
to general service of process in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their shares
of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section
5.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities
covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the
prospectuses provided by the Company to sell the Warrant Shares covered by such registration statement, and will immediately cease to
use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material
misstatement or omission. Notwithstanding the provisions of this Section 5.1.2, the Holder shall be entitled to a demand registration
under this Section 5.1.2 on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary of the date
of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C).
5.2 “Piggy-Back” Registration.
5.2.1 Grant
of Right. In addition to the demand right of registration described in Section 5.1 hereof, the Holder shall have the right, for a period
of no more than five (5) years from the date of the Underwriting Agreement in accordance with FINRA Rule 5110(g)(8)(D), to include the
Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction
contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that
if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof
shall, in its reasonable discretion, impose a limitation on the number of Shares which may be included in the registration statement because,
in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution,
then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities
with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable
Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable
Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless
the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such
registration statement or are not entitled to pro rata inclusion with the Registrable Securities.
5.2.2 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 5.2.1 hereof, but
the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish
the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the proposed date of
filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by
the Company during the two (2) year period following the Initial Exercise Date until such time as all of the Registrable Securities have
been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein
by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.
Except as otherwise provided in this Warrant, there shall be no limit on the number of times the Holder may request registration under
this Section 5.2.2; provided, however, that such registration rights shall terminate on the second anniversary of the Initial Exercise
Date.
5.3 General Terms
5.3.1 Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and
each Person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of the Exchange
Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities
Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the
provisions pursuant to which the Company has agreed to indemnify the Underwriters (as defined in the Underwriting Agreement) contained
in Section 5.1 of the Underwriting Agreement. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement,
and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement
to the same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which
the Underwriters have agreed to indemnify the Company.
5.3.2 Exercise
of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants prior to or after
the initial filing of any registration statement or the effectiveness thereof.
5.3.3 Documents
Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter
of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the
effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the
date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a report
on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter,
with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver
promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing
underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating
to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do
such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement
as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access
to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors,
all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.
5.3.4 Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose
Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably satisfactory to
the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters,
and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of
the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not
be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders, their Warrant Shares and their intended methods of distribution.
5.3.5 Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed
and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.
5.3.6 Damages.
Should the registration or the effectiveness thereof required by Sections 5.1 and 5.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the Holder(s),
be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions
or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other
security.
Section 6. Miscellaneous.
a)
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any certificate relating to the Warrant Shares, and
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.
d)
Authorized Shares.
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles
of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company
will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use reasonable best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable
the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined
in accordance with the provisions of the Underwriting Agreement.
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant or the Underwriting Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall
be delivered in accordance with the notice provisions of the Underwriting Agreement.
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to
purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the
Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense
in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and
the Holder.
m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
o)
Facsimile and Electronic Signatures. Facsimile and other electronically scanned and transmitted signatures, including by email
attachment, shall be deemed originals for all purposes of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
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SILYNXCOM LTD. |
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By: |
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Name: |
Nir Klein |
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Title: |
Chief Executive Officer |
NOTICE OF EXERCISE
TO:
SILYNXCOM Ltd.
_________________________
(1) The undersigned
hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full),
and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall
take the form of (check applicable box):
☐ in lawful money of the United States;
or
☐ if permitted the cancellation of
such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
(3) Please register
and issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number or by physical delivery of a certificate to:
_______________________________
_______________________________
_______________________________
(4) Accredited
Investor. If the Warrant is being exercised via cash exercise and no registration statement covering the issuance of the Warrant Shares
is effective, the undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act
of 1933, as amended
[SIGNATURE
OF HOLDER]
Name of Investing Entity: _______________________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________________________
Name of Authorized Signatory: ___________________________________________________________
Title of Authorized Signatory: ____________________________________________________________
Date: ________________________________________________________________________________
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, [____] all
of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to
_______________________________________________
whose address is
_______________________________________________________________.
_______________________________________________________________
Dated: ______________,
_______
Holder’s Signature: _____________________________
Holder’s Address: _____________________________
_____________________________
NOTE: The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers
of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the
foregoing Warrant.
Exhibit
5.1
 | Sullivan & Wocester Tel Aviv
28 HaArba’a St. HaArba’a Towers
North Tower, 35th Floor
Tel-Aviv, Israel | +972-747580480
sullivanlaw.com |
April
2, 2025
Silynxcom
Ltd.
7
Giborei Israel
Netanya,
4250407, Israel
Re:
Sale of Securities to Registration Statement on Form F-3
Ladies
and Gentlemen:
We
have acted as Israeli counsel for Silynxcom Ltd., a company organized under the laws of the State of Israel (the “Company”),
in connection with the issuance and sale by the Company to the several underwriters named in Schedule 1 (the “Underwriters”)
to the underwriting agreement, dated March 31, 2025 (the “Underwriting Agreement”) with ThinkEquity LLC, a Division
of Fordham Financial Management, Inc., as representative of the Underwriters (the "Representative") of: (i) 1,290,000
ordinary shares (the “Firm Shares”) of the Company, no par value per share (the “Ordinary Shares”);
(ii) the option to purchase up to 193,500 additional Ordinary Shares issuable to the Underwriters pursuant to its over-allotment option,
as described in the Underwriting Agreement (the “Option Shares”); and (iii) warrants issued to the Representative
to purchase an aggregate of 74,175 Ordinary Shares, pursuant to the Underwriting Agreement. Except as otherwise defined herein, capitalized
terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement.
The
issuance and sale of the Firm Shares and Option Shares (the “Offering”) is being effected pursuant to the registration
statement on Form F-3 (File No. 333-285443) (and including any documents incorporated by reference therein, the “Registration
Statement”), declared effective by the Company with the Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “Securities Act”) on March 7, 2025, including the prospectus contained
therein (the “Base Prospectus”), as supplemented by the preliminary prospectus supplement dated March 31, 2025 (the
“Preliminary Prospectus Supplement”) and the final prospectus supplement dated March 31, 2025 (the “Final
Prospectus Supplement”, and together with the Base Prospectus and the Preliminary Prospectus Supplement, the “Prospectus”),
as filed by the Company with the SEC.
This
opinion letter is rendered pursuant to Items 601(b)(5) and (b)(23) of Regulation S-K promulgated under the Securities Act.
In
connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction,
of: (i) the Registration Statement; (ii) the Prospectus; (iii) the Underwriting Agreement; (iv) the amended and restated articles of
association of the Company, as currently in effect (the “Articles”); (v) minutes of the meetings of the board of directors
of the Company (the “Board”) which have heretofore been approved and relate to the Registration Statement, the Prospectus
and other actions to be taken in connection with the Offering; and (vi) such other corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant
and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant
and necessary as a basis for the opinions hereafter set forth.
In
such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed
as photostatic copies and the authenticity of the originals of such latter documents. We have also assumed the truth of all facts communicated
to us by the Company and that all minutes of meetings of the Board that have been provided to us are true and accurate and have been
properly prepared in accordance with the Articles and all applicable laws.
As
to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company.
Based
upon and subject to the foregoing, we are of the opinion that upon payment to the Company of the consideration per Ordinary Share in
such amount and form as has been determined by the Board (or its committee), the Firm Shares and Option Shares, when issued and sold
in the Offering as described in the Registration Statement and Prospectus, will be duly authorized, validly issued, fully paid and non-assessable.
Members
of our firm are admitted to the Bar in the State of Israel and we do not express any opinion as to the laws of any other jurisdiction.
This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
We
consent to the filing of this opinion as an exhibit to the Registration Statement (as an exhibit to a Report of Foreign Private Issuer
on Form 6-K that is incorporated by reference in the Registration Statement) and to the reference to our firm appearing under the caption
“Legal Matters” and, if applicable, “Enforceability of Civil Liabilities” in the Prospectus forming part of the
Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation
S-K under the Securities Act.
This
opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments
that may be brought to our attention after the date of the Prospectus that may alter, affect or modify the opinions expressed herein.
| |
Very
truly yours, |
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|
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/s/
Sullivan & Worcester Tel-Aviv (Har-Even & Co.) |
| |
Sullivan
& Worcester Tel-Aviv (Har-Even & Co.) |
Exhibit 99.1
Silynxcom
Ltd. Announces Closing of Public Offering
Netanya, Israel, April 02, 2025 (GLOBE NEWSWIRE)
-- Silynxcom Ltd. (NYSE American: SYNX) (“Silynxcom” or the “Company”), a manufacturer and developer of ruggedized
tactical communication headset devices as well as other communication accessories, today announced
the closing of its previously announced underwritten public offering of 1,290,000 ordinary shares at a public offering price of
$2.25 per share, for gross proceeds of approximately $2.9 million, before deducting underwriting discounts and offering expenses.
All of the ordinary shares were offered by the Company. In addition, Silynxcom has granted the underwriters a 45-day option to purchase
up to an additional 193,500 ordinary shares to cover over-allotments, if any, at the public offering price, less underwriting discounts
and commissions.
The Company
intends to use the net proceeds from the offering primarily for working capital and general corporate purposes.
ThinkEquity
acted as sole book-running manager for the offering.
The offering
is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-285443), including a base prospectus, that
has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2025, and declared effective on
March 7, 2025. The final prospectus supplement relating to the offering was filed with the SEC on April 2, 2025, and is available on the
SEC’s website at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering
may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.
This press
release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of
these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
About Silynxcom
Ltd.
Silynxcom Ltd. develops,
manufactures, markets, and sells ruggedized tactical communication headset devices as well as other communication accessories, all of
which have been field-tested and combat-proven. The Company’s in-ear headset devices, or In-Ear Headsets, are used in combat, the battlefield,
riot control, demonstrations, weapons training courses, and on the factory floor. The In-Ear Headsets seamlessly integrate with third
party manufacturers of professional-grade ruggedized radios that are used by soldiers in combat or by police officers in leading military
and law enforcements units. The Company’s In-Ear Headsets also fit tightly into the protective gear to enable users to speak and hear
clearly and precisely while they are protected from the hazardous sounds of combat, riots or dangerous situations. The sleek, lightweight,
In-Ear Headsets include active sound protection to eliminate unsafe sounds, while maintaining ambient environmental awareness, giving
their customers 360° situational awareness. The Company works closely with its customers and seek to improve the functionality and
quality of the Company’s products based on actual feedback from soldiers and police officers “in the field.” The Company sells
its In-Ear Headsets and communication accessories directly to military forces, police and other law enforcement units. The Company also
deals with specialized networks of local distributors in each locale in which it operates and has developed key strategic partnerships
with radio equipment manufacturers.
For additional information about the company please
visit: https://silynxcom.com
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995
and other federal securities laws and are subject to substantial risks and uncertainties. Forward-looking statements contained in this
press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,”
“estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “target,” “aim,” “should,” “will”
“would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these
words. For example, the Company uses forward-looking statements when it discusses: the intended use of proceeds from the offering. Further,
certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks
and uncertainties are described more fully in the section titled “Risk Factors” in the Company’s Annual Report on Form 20-F
for the year ended December 31, 2023 filed with the SEC on April 30, 2024, and other documents filed with or furnished to the SEC which
are available on the SEC’s website, www.sec.gov.
The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
For Investor Relations
Inquiries
ARX | Capital Market Advisors
North American Equities Desk
ir@silynxcom.com
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