Common use of Deliveries Clause in Contracts

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit C attached hereto; (iii) a Note, convertible at the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Note Conversion Price, registered in the name of such Purchaser; (viv) a Warrant, exercisable at the Warrant Exercise Price, registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00Shares, subject to adjustment as described therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) a Security Agreement providing the Purchasers with a lien on all of the assets of the Company; (vi) a Guaranty Agreement executed by the Company’s Subsidiary OncBiomune, Inc.; (vii) a Pledge Agreement pledging the Company’s outstanding common stock and other equity instruments of and the Company’s subsidiary OncBiomune, Inc.; and (viviii) evidence of the Prospectus termination of the Purchase Agreement dated as of October 20, 2015 by and Prospectus Supplement between the Company and Lincoln Park Capital Fund, LLC (which may be delivered in accordance with Rule 172 under “Lincoln Park”) and the Securities Act)Registration Rights Agreement dated as of October 20, 2015, by and between the Company and Lincoln Park. (b) On or prior to the Closing Date, Date each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s Subscription Amount by wire transfer to the Company; and (iiiii) such Purchaser’s Subscription Amount, which the Lead Investor shall be made available deliver the Security Agreement and Pledge Agreement as collateral agent for “Delivery Versus Payment” settlement with the Companybenefit of the Purchasers.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel in form and of Israeli Company Counsel, in the forms substance reasonably acceptable to each Purchaser and the Placement Agent and the PurchasersAgent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.655, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion copy of US Company Counsel and the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Israeli Company CounselShares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the forms name of the Purchaser, or, at the election of the Purchaser, evidence of the issuance of the Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of the Purchaser, which evidence shall be reasonably acceptable satisfactory to the Placement Agent and the PurchasersPurchaser; (iii) a Warrant registered in the name of the Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the sum of the Purchaser’s Shares, with an exercise price equal to $3.223, subject to adjustment as provided in the Warrant; (iv) the Company shall have provided each the Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)Lock-Up Agreements; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such the Purchaser; (ii) the Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iiiii) such the Registration Rights Agreement duly executed by the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably form acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Company U.S. Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers; (iv) a legal opinion of Company IP Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers; (v) [Reserved]; (vi) subject to the Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (ivvii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (vviii) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Ordinary Shares equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$5.85, subject to adjustment therein therein; (such Warrant certificate may be delivered within three Trading Days of ix) the Closing Date)duly executed Lock-Up Agreements; and (vix) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Dateclosing date, the Company shall deliver or cause to be delivered to the Escrow Agent with respect to each Purchaser Investor the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable form agreed to by the Placement Agent and the Purchasersparties; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence a certificate evidencing a number of Section 2.1, a copy shares of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Series F Preferred Stock equal to such Purchaser’s Investor's Series F Subscription Amount divided by the Per ADS Purchase Price1,000, registered in the name of such PurchaserInvestor; (viv) a Warrant registered in the name of such Purchaser Investor to purchase up to a number of ADSs equal to 75% shares of such Purchaser’s ADSsCommon Stock set forth on Schedule 1, with an exercise price per ADS equal to USD$2.00$2.87, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Escrow Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser Investor shall deliver or cause to be delivered to the Company, Escrow Agent the following: (i) this Agreement duly executed by such Purchaser; andInvestor; (ii) such Purchaser’s Investor's Subscription Amount, which Amount by wire transfer to the account of the Escrow Agent (provided that the Soros Parties Subscription Amount shall be made available p▇▇▇ ▇s described below); (iii) the purchase price for “Delivery Versus Payment” settlement with such New Investor's Existing Preferred shares by wire transfer to the Companyaccount of the Escrow Agent to be disbursed to the Company on behalf of the Soros Parties as payment in full of their Su▇▇▇▇▇ption Amount); (iv) the Escrow Agreement duly executed by such Investor (other than the Soros Parties, who are not parties to the Es▇▇▇▇ Agreement). c) On the Closing Date, the Soros Parties shall deliver or cause to be delivered ▇▇ ▇he Escrow Agent the following: (i) a certificate evidencing a number of shares of Existing Preferred Shares as set forth on Schedule 2A.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit D attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount relating to the Shares as indicated on the signature page hereto divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount relating to the Preferred Stock as indicated on the signature page hereto divided by the Stated Value, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvi) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)Voting Agreements; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, directed to the Placement Agent and the Purchasers, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.37, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counselsubject to Section 2.1, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser the Placement Agent with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase PricePrice (minus the number of Common Stock issuable upon exercise of such Purchaser’s Warrant, if applicable), registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Common Stock equal to 75200% of the number of such Purchaser’s ADSsShares on the date hereof, with an exercise price of US$[●] per ADS equal to USD$2.00share, subject to adjustment therein therein; (such Warrant certificate may be delivered within three Trading Days of vii) on the Closing Date)date hereof, the duly executed Lock-Up Agreements; and (viviii) the Pricing Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit D attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer a certificate or Chief Financial Officer; (iv) subject to the last sentence book-entry statement evidencing a number of Section 2.1, a copy shares of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase PriceStated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsConversion Shares, with an exercise price per ADS equal to USD$2.00$0.60, subject to adjustment therein therein; (such Warrant certificate may be delivered within three Trading Days of v) the Closing Date); andCompany shall have provided each Purchaser with the Escrow Agent’s wire instructions; (vi) the Prospectus and Prospectus Supplement Voting Agreements; and (which may be delivered in accordance with Rule 172 under vii) the Securities Act)Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account of the Escrow Agent specified in writing by the Company; (iii) the Voting Agreements; and (iiiv) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerOfficer of the Company; (iv) subject for each Purchaser of Shares pursuant to the last sentence of Section 2.1, a copy of the irrevocable instructions duly executed Irrevocable Transfer Agent Instructions instructing the Transfer Agent to deliver, in book entry form, a number of Shares equal to the Depositary instructing the Depositary amount set forth under “Subscription Amount Applicable to deliver Shares” on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount signature page of this Agreement, divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the name Secretary of such Purchaser to purchase up to State, as of a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered date within three Trading Days 10 days of the Closing Date); and; (vi) a certificate, executed on behalf of the Prospectus Company by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 2.3(b)(i), (ii) and Prospectus Supplement (which may be delivered iv), as well as certifying the Company’s resolutions in accordance with Rule 172 under furtherance of the Securities Act)Transaction Documents and the Company’s certificate of incorporation and by-laws. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyAmount by wire transfer.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel in form and of Israeli Company Counsel, in the forms reasonably substance reasonable acceptable to the Placement Agent Purchasers and the PurchasersPlacement Agent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in on the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSsdate hereof, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)duly executed Lock-Up Agreements; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent of Exhibits B-1 and the PurchasersB-2 attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 7550% of such Purchaser’s ADSsSubscription Amount divided by $2.00, with an exercise price per ADS equal to USD$2.00USD$2.25, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription AmountAmount by wire transfer, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, directed to the Placement Agent and the Purchasers, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms a form reasonably acceptable to the Placement Agent A.G.P. and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered Officer’s Certificate, in form and substance satisfactory to the name of such Purchaser Purchasers; (vi) Secretary’s Certificate, in form and substance satisfactory to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein the Purchasers; (such Warrant certificate may be delivered within three Trading Days of vii) the Closing Date)Lock-Up Agreements; and (viviii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion share certificate or Transfer Agent book entry for the number of US Company Counsel and shares of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the PurchasersPreferred Stock purchased by each Purchaser; (iii) the Company shall have provided each Purchaser with the Company’s wire instructionsTransfer Agent Instruction Letter, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial OfficerCompany and the Transfer Agent (which shall be dated as of the first Closing); (iv) subject to the last sentence of Section 2.1, a copy opinion of the irrevocable instructions to Company’s counsel, dated as of the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such PurchaserClosing Date; (v) a Warrant registered in certificate executed by the name Secretary of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days the Company and dated as of the Closing Date), as to (i) the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the Purchasers, approving (A) the entering into and performance of this Agreement and the other Transaction Documents and the issuance, offering and sale of the Securities and (B) the performance of the Company [and each of its Subsidiaries] of [their respective] obligations under the Transaction Documents contemplated therein, (ii) referencing links to the Company’s amended and restated certificate of incorporation, as amended and (iii) referencing links to the Company’s amended and restated by-laws, each as in effect at the Closing; and (vi) such other documents, instruments or certificates relating to the Prospectus and Prospectus Supplement (which transactions contemplated by this Agreement as such Purchaser or its counsel may be delivered in accordance with Rule 172 under the Securities Act)reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement Agreement, duly executed by such the Purchaser; and (ii) such the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably form acceptable to the Placement Agent and the PurchasersEGS; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence a certificate evidencing a number of Section 2.1, a copy shares of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase PriceStated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Determination from the Secretary of State of California; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75133% of such Purchaser’s ADSsConversion Shares, with an exercise price per ADS equal to USD$2.00$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Registration Rights Agreement, duly executed by the Company; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; and (iiiii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Companyaccount specified in the Escrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably form acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); andtherein; (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and (vii) 85 day lock-up agreements to be entered into by and between the Company and each of the Company’s officers and directors, in a form reasonably acceptable to the Purchasers and Placement Agent (the “Lock-Up Agreement”). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit C attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser or evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) Prefunded Warrants pursuant to Section 2.1; (v) Debenture Prefunded Warrant issued pursuant to Section 4.18; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such PurchaserVoting Agreements; (vviii) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of Registration Rights Agreement duly executed by the Closing Date)Company; and (viix) the Prospectus and Prospectus Supplement Restated Warrant (which may be delivered in accordance with Rule 172 under the Securities Actas defined below). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company US Company Counsel and of Israeli Company Canada Counsel, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s 's wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“"DWAC”") ADSs Shares equal to such Purchaser’s 's Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Ordinary Stock equal to 7580% of such Purchaser’s ADSs's Shares, with an exercise price per ADS share equal to USD$2.00$10.50, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s 's Subscription Amount, which shall be made available for “"Delivery Versus Payment” " settlement with the CompanyCompany or its designee or via wire and DWAC.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion opinions of Company US Company Counsel and of Israeli Company CounselUK Counsel1, directed to the Placement Agent and the Purchasers, each in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) a copy of the Company shall have provided each Purchaser irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver depositary receipt certificates representing such number of depositary receipts issued by the Transfer Agent that is 1 TW note: We will provide a draft separately – but we will need to clear KYC with the addressees. Please provide details of the relevant entities, registration numbers and office addresses as soon as possible. DOCPROPERTY DOCXDOCID DMS=IManage Format=<<NUM>>.<<VER>> PRESERVELOCATION \* MERGEFORMAT 1622096034.1 equivalent to the number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, with such depositary receipts to be registered in the name of such Purchaser; (iv) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)Lock-Up Agreements; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; (ii) the Registration Rights Agreement duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit C attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Unit Purchase Price, registered in the name of such Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares issuable hereunder, with an exercise price per ADS equal to USD$2.00$3.09, subject to adjustment therein (in the case of any Purchaser who provides the notice referenced in Section 2.2(b)(iv), such Warrant certificate may shall be delivered within three Trading Days in the form of Exhibit B-2; in all other cases, the Closing DateWarrant shall be in the form of Exhibit B-1); and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer or certified check to the account as specified in writing by the Company; (iii) the Registration Rights Agreement duly executed by such Purchaser; and (iv) only in the case of any Purchaser electing to receive a Warrant in the form of Exhibit B-2, a written notice of such election.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasersform of EXHIBIT D attached hereto; (iii) a Debenture with a principal amount equal to (A) in the Company shall have provided each Purchaser with case of Midsummer Investment Ltd. ("MIDSUMMER"), the Company’s wire instructionssum of Midsummer's "Cash Payable at Closing," as indicated on the signature page hereto, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy aggregate dollar amount of the irrevocable instructions to Midsummer Bridge Notes and (B) in the Depositary instructing case of Islandia, L.P. ("ISLANDIA"), the Depositary to deliver sum of Islandia's "Cash Payable at Closing," as indicated on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Pricesignature page hereto, and the aggregate dollar amount of the Islandia Bridge Notes, in each case registered in the name of such respective Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSs's Subscription Amount divided by the initial Conversion Price, with an exercise price per ADS equal to USD$2.00$0.17, subject to adjustment therein therein; (such Warrant certificate may be delivered within three Trading Days of v) the Closing Date)Security Agreement, duly executed by the Company, along with all the Security Documents, including the Subsidiary Guarantees; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s 's Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account as specified in writing by the Company; (iii) the Midsummer Bridge Notes to be delivered by Midsummer and the Islandia Bridge Notes to be delivered by Islandia; and (iv) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.61, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of US Company Counsel in form and of Israeli Company Counsel, in the forms substance reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered lockup letter from the Company’s officers and directors (“Lock-Up Agreement”), in a form reasonably acceptable to the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)Placement Agent; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, directed to the Placement Agent and the Purchasers, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.80, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the each Closing DateDate (or as otherwise indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) at the Closing of the first Tranche, this Agreement duly executed by the Company; (ii) a legal opinion at the Closing of US the first Tranche, the Transfer Agent Instruction Letter, duly executed by the Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the PurchasersTransfer Agent; (iii) at the Company shall have provided Closing of the first Tranche, the Security Agreement and the Guaranty and Security Agreement, each Purchaser with the Company’s wire instructions, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial OfficerCompany and the Subsidiaries of the Company, as applicable; (iv) subject at each Closing, an executed Note in the principal amount equal to the last sentence principal amount of Section 2.1, a copy of Notes to be purchased by such Purchaser at such Closing as set forth on the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided signature page hereto executed by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in at each Closing if not previously delivered, the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSsTransfer Agent Instruction Letter, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of duly executed by the Closing Date); andCompany and the Transfer Agent; (vi) at the Prospectus Closing of the first Tranche, the Intercreditor Agreement, duly executed by the Company and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).Sament Capital Investments, Inc.; (bvii) On or prior at each Closing, an executed Warrant to purchase the Closing Date, each Purchaser shall deliver or cause number of shares of Common Stock to be delivered to purchased by such Purchaser at such Closing as set forth on the Company, the following: (i) this Agreement duly signature page hereto executed by such Purchaser; (viii) at the Closing of the first Tranche, the Disclosure Schedules of the Company; (ix) evidence satisfactory to the Purchasers as to the amount required to satisfy in full all outstanding amounts under the Factoring Agreement and of the termination of the Factoring Agreement; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable form agreed to by the Placement Agent and the PurchasersAgent; (iii) a Debenture with a principal amount equal to such Purchaser’s Principal Amount, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Conversion Shares but for such purposes assuming a Conversion Price of $2.50, with an exercise price equal to $2.50, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus Security Agreement, duly executed by the Company and Prospectus Supplement each Subsidiary, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed by the parties thereto, the original Pledged Securities and corresponding stock powers; (which may be delivered in accordance with Rule 172 under vii) the Securities Act)Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company; (iii) the Security Agreement duly executed by such Purchaser; and (iv) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, directed to the Placement Agent and the Purchasers, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs the Closing Date, Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser, in DRS book-entry form by the Transfer Agent; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75200% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$4.42, subject to adjustment therein therein; (such Warrant certificate may be delivered within three Trading Days of vi) on the Closing Date)date hereof, the duly executed Lock-Up Agreements; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PurchaserPu▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably form acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Company US Counsel, in form acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (vvi) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Ordinary Shares equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$2.125, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement and the Registration Rights Agreement duly executed by the Company; (ii) a Australian and U.S. legal opinion opinions of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the PurchasersPurchaser; (iii) the Company shall have provided each the Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver the Free Trading Shares on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“"DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price"), registered in the name of such the Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).; (vi) evidence from the Transfer Agent (reasonably acceptable to the Purchaser) that the Restricted Shares were issued in the name of the Purchaser; (vii) Board resolutions approving the issuance of the Shares and the execution of the Transaction Documents on behalf of the Company; and (viii) an Officer’s Certificate in the form attached as Exhibit A. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement and the Registration Rights Agreement duly executed by such the Purchaser; and (ii) such the Purchaser’s Subscription Amount, Amount which shall be made available for “Delivery Versus Payment” "DVP" settlement with the CompanyCompany or its designee or via wire and DWAC.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:following (copies of such executed documents shall be sufficient for closing purposes with the originals to follow no later than seven (7) business days after the Closing Date): (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsSubscription Amount divided by Per Share Purchase Price, with an exercise price per ADS equal to USD$2.00$3.50, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following:following (copies of such executed documents shall be sufficient for closing purposes with the originals to follow no later than seven (7) business days after the Closing Date): (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel, substantially in the form agreed to by Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and a lawyer representing the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit basis, a certificate or Withdrawal at Custodian system (“DWAC”) ADSs uncertificated indicia evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viv) a an Investor Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$5.09, subject to adjustment therein (such Investor Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in the Escrow Agreement; and (iiiii) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price4,407,400 Shares, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number 2,455,476 shares of ADSs equal to 75% of such Purchaser’s ADSs, Common Stock with an exercise price per ADS equal to USD$2.00$1.35, subject to adjustment therein therein; (vi) a Pre-Funded Warrant registered in the name of such Warrant certificate may be delivered within three Trading Days Purchaser to purchase up to 1,956,236 shares of the Closing Date)Common Stock with an exercise price equal to $0.001, subject to adjustment therein; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with by wire transfer to the account specified in writing by the Company...

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such basis, a certificate evidencing 573,395 Shares, which represents the Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such the Purchaser; (viv) a Warrant registered in the name of such the Purchaser to purchase up to a number 400,000 shares of ADSs equal to 75% of such Purchaser’s ADSsCommon Stock, with an exercise price per ADS equal to USD$2.00$5.23, subject to adjustment therein as provided therein; (such Warrant certificate may v) the Registration Rights Agreement duly executed by the Company; (vi) that certain Secured Convertible Note Purchase Agreement, dated the date hereof, between the Purchaser and the Company (the “Note Purchase Agreement”); (vii) the transaction documents contemplated to be delivered within three Trading Days of pursuant to the Closing Date)Note Purchase Agreement; and (viviii) any other agreement or documents agreed to by the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)parties hereto. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such the Purchaser; (ii) the Note Purchase Agreement and the transaction documents contemplated to be delivered pursuant to the Note Purchase Agreement; (iii) the Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; (iv) the Registration Rights Agreement duly executed by the Purchaser; and (iiv) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with any other agreement or documents agreed to by the Companyparties hereto.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Canadian Counsel, in the forms form and substance reasonably acceptable satisfactory to the Placement Agent and each Purchaser, directed to the PurchasersPlacement Agent; (iii) a legal opinion of Company U.S. Counsel, in form and substance reasonably satisfactory to the Placement Agent and each Purchaser, directed to the Placement Agent; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such each Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such PurchaserPurchaser and free and clear of all restrictive and other legends; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the U.S. Prospectus and U.S. Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and (vii) a signed Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 75% of such Purchaser’s Shares, with an exercise price equal to US$2.63, subject to adjustment therein. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$2.43 per share of Common Stock, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, directed to the Placement Agent and the Purchasers, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7575.0% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.70, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms form and substance reasonably acceptable to the Placement Agent Purchasers and the PurchasersPlacement Agent; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $5.00, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvi) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)Lock-Up Agreements; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Escrow Agent; and (iiiii) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.41, subject to adjustment therein (such Warrant certificate may be delivered within three two Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Deliver Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable subject to the Placement Agent and the Purchasers; (iii) fifth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by an officer of the Chief Executive Officer or Chief Financial OfficerCompany; (iviii) subject to the last fifth sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, rounded down to the nearest whole share, registered in the name of such Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$3.2946, subject to adjustment therein (such for the avoidance of doubt, the original Warrant certificate may be delivered within three five (5) Trading Days of the Closing Date); and (viv) the Base Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$2.80, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the CompanyCompany and the Purchasers; (ii) a legal opinion of US Company Counsel and of Israeli the Company Counsel, in the forms form and substance reasonably acceptable satisfactory to the Placement Agent and Agent, dated as of the PurchasersClosing Date; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the last penultimate sentence of Section 2.12.1(a), a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) Preliminary Prospectus and the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) Lock-up Agreements, in form and substance reasonably acceptable to the Purchasers, executed by each of the Company’s executive officers and directors; (vii) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; and (ix) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and Registration Rights Agreement duly executed by the Chief Executive Officer or Chief Financial OfficerCompany; (iv) subject to the last sentence a certificate evidencing a number of Section 2.1, a copy shares of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase PriceStated Value, registered in the name of such Purchaser;Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; and (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsSubscription Amount divided by $0.08, with an exercise price per ADS equal to USD$2.00$0.08, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and. (vi) the Prospectus and Prospectus Supplement (Shares of Common Stock, if any, as determined pursuant to Section 4.19, which may shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system, registered in accordance with Rule 172 under the Securities Act)name of such Purchaser. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion opinions of US Company Counsel and of Israeli Company Counsel, and each opinion in the forms reasonably acceptable form and substance satisfactory to the Placement Agent and the PurchasersAgent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.62, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, Amount which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably form and substance acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Company US Counsel, in form and substance acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (vvi) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Ordinary Shares equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.245, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit C attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of the number of Conversion Shares issuable to a Purchaser based on the number of Shares purchased by such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00$0.275, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement Agreement, duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit D attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence a certificate evidencing a number of Section 2.1, a copy shares of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase PriceStated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Nevada; (viv) a Warrant registered in the name of such Purchaser to purchase up to a such number of ADSs shares of Common Stock equal to 75% the number of shares of Preferred Stock issued to such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00$0.30 per share, subject to adjustment therein therein; (such Warrant v) the Registration Rights Agreement duly executed by the Company; (vi) a good standing certificate may be delivered within three Trading Days of the Closing Date)Secretary of State of Nevada with respect to the Company; (vii) Indemnification agreements between the Company and each director of the Company appointed pursuant to Section 4.13; and (viviii) Voting Agreements, substantially in the Prospectus and Prospectus Supplement form of Exhibit E attached hereto (which may be delivered in accordance with Rule 172 under each, a “Voting Agreement”), duly executed by stockholders of the Securities Act)Company holding at least 28% of the shares of Common Stock of the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in form and substance reasonably satisfactory to the forms reasonably acceptable Placement Agent and the Purchasers addressed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered copy of the lockup agreement in the name form of such Purchaser to purchase up to a number Exhibit C hereof (the “Lock-Up Agreement”), by and between the Company and the shareholders listed on Schedule 2.2(a)(5) attached hereto (which, for the avoidance of ADSs equal to 75doubt, must include all officers, directors and 5% or more holders of such Purchaser’s ADSsOrdinary Shares) (the “Shareholders”), with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of duly executed by the Closing Date)parties thereto; and (vi) the Preliminary Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably form and substance acceptable to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s 's wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis Shares equal to such Purchaser's Subscription Amount divided by the Share Purchase Price, registered in the name of such Purchaser, to the Placement Agent (for settlement as described in Section 2.1) via The Depository Trust Company Deposit or Withdrawal at Custodian system (“"DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser");; (v) a Class A Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Common Shares equal to 75100% of such Purchaser’s ADSs's Shares, with an exercise price per ADS equal to USD$2.00$3.20, subject to adjustment therein as provided for therein; (vi) a Class B Warrant registered in the name of such Warrant certificate may be delivered within three Trading Days Purchaser to purchase up to a number of the Closing Date)Common Shares equal to 100% of such Purchaser's Shares, with an exercise price equal to $2.00, subject to adjustment as provided for therein; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s 's Subscription Amount, which shall be made available for “"Delivery Versus Payment” " settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, directed to the Placement Agent and the Purchasers, in the forms form and substance reasonably acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Company Israeli Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (vvi) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$2.25, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vivii) with respect to purchasers in the United States of America, the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: : (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.;

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$4.50, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Placement Agent’s clearing account, as applicable, the following: (i) this Agreement duly executed by such Purchaser; and (ii) to the Placement Agent’s clearing account, such Purchaser’s Subscription AmountAmount by wire transfer to the account specified by the Placement Agent, which Subscription Amount the Placement Agent shall promptly deliver or cause to be made available for “Delivery Versus Payment” settlement with delivered to the CompanyCompany by wire transfer.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of US Company Counsel and of Israeli Company Counsel, in the forms a form reasonably acceptable to the Placement Agent and the PurchasersA.G.P.; (iii) a certificate executed by the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to A.G.P.; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (vvi) a Warrant registered Lock-up Agreements, in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSsform set forth on Exhibit A, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days executed by each of the Closing Date); andPersons set forth on Exhibit B; (vivii) Officer’s Certificate, in form and substance satisfactory to the Purchasers; (viii) Secretary’s Certificate, in form and substance satisfactory to the Purchasers; (ix) the Base Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).; (x) a certificate of good standing of the Company issued within ten (10) days by the state of incorporation of the Company and the state where its principal executive office is located; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms form and substance reasonably acceptable satisfactory to the Placement Agent Purchasers and the PurchasersPlacement Agent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant in the form of Exhibit A attached hereto registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in form and substance reasonably satisfactory to the forms reasonably acceptable Placement Agent and the Purchasers addressed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) [intentionally omitted]; (vi) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Ordinary Shares equal to 75900% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.112, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); andtherein; (vivii) the Preliminary Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and (viii) the wire instructions for the Company relating to the transactions contemplate by this Agreement on the letterhead of the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence a certificate evidencing a number of Section 2.1, a copy shares of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase PriceStated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsConversion Shares on the date hereof, with an exercise price per ADS equal to USD$2.00$1.31, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; and (ii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Companyaccount as specified in the Escrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Common Shares equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.856, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) at the Closing of the first Tranche, this Agreement (and the other Transaction Documents including the Security Agreement) duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, Note in the forms reasonably acceptable to principal amount set forth on such Purchaser’s signature page, registered in the Placement Agent and the Purchasersname of each Purchaser; (iii) at the Closing of the first Tranche, a legal opinion in form reasonably acceptable to the Lead Investor; (iv) an executed Warrant in the form of Exhibit B hereto, registered in the name of such Purchaser; (v) at the Closing of the first Tranche, a reservation letter from the Transfer Agent in the form attached as Exhibit D; (vi) at the Closing of the first Tranche, a Board Consent approving the issuance of the Notes and Warrants and the execution of the Transaction Documents (including the reservation letter) on behalf of the Company shall in the form attached as Exhibit E; (vii) an Officer’s Certificate to the effect that the representations and warranties in this Agreement are true and correct and all required Closing conditions have provided each Purchaser with been met; and (viii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy Officer of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)Company. (b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) at the Closing of the first Tranche, this Agreement (and the other Transaction Documents, as applicable) duly executed by such each Purchaser; and (ii) such the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably form and substance acceptable to the Placement Agent and Purchasers along with a copy of the Purchasersminutes of the board meeting approving the transaction hereunder; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence a certificate evidencing a number of Section 2.1, a copy shares of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase PriceStated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7580% of such Purchaser’s ADSsSubscription Amount divided by the Exercise Price, with an exercise price per ADS equal to USD$2.00$0.74, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in the Escrow Agreement; and (iiiii) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US each of (A) U.S. Company Counsel and of (B) Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent Agents and the Purchasers; (iii) a certificate executed by the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Placement Agents; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, instructions on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (ivv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (vvi) a Warrant registered Officer’s Certificate, in form and substance satisfactory to the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)Purchasers; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company U.S. Counsel, in the forms form and substance reasonably acceptable satisfactory to the Placement Agent and the PurchasersWS; (iii) the a legal opinion of Company shall have provided each Purchaser with the Company’s wire instructionsIsraeli Counsel, on Company letterhead in form and executed by the Chief Executive Officer or Chief Financial Officersubstance reasonably satisfactory to WS; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The the Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Ordinary Shares equal to 7550% of such Purchaser’s ADSsShares issuable to Purchaser on the Closing Date, with an exercise price per ADS equal to USD$2.00$0.80, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account as specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit A attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$2.90, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Registration Rights Agreement duly executed by the Company; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; and (iiiii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Companyaccount specified in the Escrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) a legal opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in substantially the form of EXHIBIT E attached hereto; (ii) a copy of the irrevocable instructions to the Share Registrar instructing the Share Registrar to issue the Primary Shares to the Purchaser, and to deliver, on an expedited basis, a certificate evidencing a number of Ordinary Shares equal to 36,455,089, registered in the name of the Purchaser and an updated Register of Members of the Company; (iii) a copy of the irrevocable instructions to the Share Registrar instructing the Share Registrar to issue the Loaned Shares to the Purchaser, and to deliver, on an expedited basis, a certificate evidencing a number of Ordinary Shares equal to 30,672,689, registered in the name of the Purchaser and an updated Register of Members of the Company; (iv) a certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) attaching and certifying copies of the Company’s Organizational Documents, (c) certifying the valid existence of the Company under the laws of the Cayman Islands and that there are no Proceedings for the dissolution or liquidation of the Company or any of the Subsidiaries, and (d) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(i); (vi) the Shareholder Agreement, duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iiivii) the Company shall have provided each Purchaser with the Company’s wire instructionsShare Lending Agreement, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)Company; and (viviii) all other documents required to be entered into by the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Company pursuant hereto to consummate the Securities Act)transactions contemplated by the Transaction Documents. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement the Closing Purchase Price by wire transfer or a certified check of immediately available funds to the Company; (ii) the Shareholder Agreement, duly executed by such the Purchaser; (iii) the Share Lending Agreement, duly executed by the Purchaser; and (iv) all other documents required to be entered into by the Purchaser pursuant hereto to consummate the transactions contemplated by the Transaction Documents. (c) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) a legal opinion of ▇▇▇▇▇▇ and Calder in substantially the form of EXHIBIT E attached hereto (solely with respect to the issuance of up to the remaining 14,407,330 Loaned Shares in accordance with the Share Lending Agreement); and (ii) such Purchaser’s Subscription Amounta copy of the irrevocable instructions to the Share Registrar instructing the Share Registrar to issue up to 14,407,330 remaining Loaned Shares to the Purchaser in accordance with the Share Lending Agreement, which shall be made available for “Delivery Versus Payment” settlement and to deliver, on an expedited basis, a certificate evidencing a number of Ordinary Shares equal to up to 14,407,330 in accordance with the Share Lending Agreement, registered in the name of the Purchaser and an updated Register of Members of the Company. (d) On or prior to the Additional Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the Additional Closing Purchase Price by wire transfer or a certified check of immediately available funds to the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms form and substance reasonably acceptable satisfactory to the Placement Agent and the Purchasers; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Shares, with an exercise price equal to $5.00, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvi) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)Lock-Up Agreements; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Escrow Agreement; and (iiiii) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit C attached hereto; (iii) a Note, convertible at the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Note Conversion Price, registered in the name of such Purchaser; (viv) a Warrant, exercisable at the Warrant Exercise Price, registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75140% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00Shares, subject to adjustment as described therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Escrow Agreement executed by the Company; (vi) a Security Agreement providing the Purchasers with a first lien on all of the assets of the Company; (vii) a Guaranty Agreement executed by each Subsidiary; and (viviii) a Pledge Agreement pledging the Prospectus outstanding common stock and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)other equity instruments of each Subsidiary. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Escrow Agreement duly executed by such Purchaser; (iii) to the Company, such Purchaser’s Subscription Amount by wire transfer to the Escrow Agent; and (iiiv) such Purchaser’s Subscription Amount, which the Lead Investor shall be made available deliver the Security Agreement and Pledge Agreement as collateral agent for “Delivery Versus Payment” settlement with the Companybenefit of the Purchasers.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Canadian Counsel and of Israeli Company U.S. Counsel, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Common Shares equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.15, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms a form reasonably acceptable to each Purchaser and the Placement Agent and the PurchasersAgent; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject the Company shall have provided each Purchaser and the Placement Agent with a certificate executed by the Chief Financial Officer of the Company, dated as of such date, in form and substance satisfactory to each Purchaser and the last sentence of Section 2.1, Placement Agent; (v) a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to evidence of the issuance of such Purchaser’s Subscription Amount divided Shares as held in DRS book-entry form by the Per ADS Purchase PriceTransfer Agent, which evidence shall be reasonably satisfactory to each applicable Purchaser, in each case, registered in the name of such Purchaser; (vvi) the duly executed Lock-Up Agreements; (vii) the Registration Rights Agreement duly executed by the Company; and (viii) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$8.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)therein. (b) On or prior to the Closing DateDate (unless otherwise set forth below), each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the each Closing DateDate (unless otherwise indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) at the First Closing, this Agreement duly executed by the Company; (ii) at the First Closing, a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit D attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence a certificate evidencing a number of Section 2.1, a copy shares of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Preferred Stock equal to such Purchaser’s Subscription Amount as to the applicable Closing divided by the Per ADS Purchase PriceStated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsaggregate Subscription Amounts for the applicable Closing divided by the Conversion Price, with an exercise price per ADS equal to USD$2.00$2.46, subject to adjustment therein therein; (such Warrant certificate may be delivered within three Trading Days of v) the Closing Date); andVoting Agreements; (vi) the Prospectus and Prospectus Supplement Lock-Up Agreement; and (which may be delivered in accordance with Rule 172 under vii) the Securities Act)Registration Rights Agreement duly executed by the Company. (b) On or prior to the applicable Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in the Escrow Agreement; and (iiiii) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On Unless other arrangements have been made with such Purchaser, on or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company CounselG▇▇▇▇▇▇▇ M▇▇▇▇▇ LLP, counsel to the Company, in the forms reasonably acceptable form and substance satisfactory to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Company’s transfer agent instructing the Depositary transfer agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price and/or Per Unit Purchase Price, as applicable, registered in the name of such Purchaser or such Purchaser’s broker; (viv) if the Purchaser is purchasing Units, a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7530% of such Purchaser’s ADSsShares contained within the Units, with an exercise price per ADS equal to USD$2.00$0.88, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Base Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account as specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.74, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (v) a letter pursuant to which the Company agrees to obtain certain insurance policies related to the business of the Company, in a form satisfactory to the Purchasers; (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; and (ii) to the Purchaser’s account with the Placement Agent, or to the Escrow Agent, as directed in writing by the Placement Agent, such Purchaser’s Subscription Amount, which shall be made available Amount by wire transfer to the account specified in the Escrow Agreement or as otherwise directed by the Placement Agent for “Delivery Versus Payment” settlement with delivery to the account of the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each of the Placement Agent on behalf of each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser Debenture with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs principal amount equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase PricePrincipal Amount, registered in the name of such Purchaser; (viii) a Warrant registered in evidence of the name issuance of such Purchaser to purchase up to a number of ADSs Series F Preferred Shares having an aggregate stated value equal to 7590% of such Purchaser’s ADSsPrincipal Amount; (iv) the Subsidiary Guarantee and the Security Agreement, with an exercise price per ADS equal duly executed by the parties thereto; (v) a copy of a good standing certificate of the Company and each Subsidiary, dated a date reasonably close to USD$2.00each Closing Date; (vi) for initial Closing Date only, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days a certificate, dated as of the Closing Date), duly executed, and delivered by an officer of the Company, certifying the resolutions of the Company’s Board of Directors then in full force and effect authorizing, to the extent relevant, all aspects of the transaction and the execution, delivery and performance of each Transaction Document to be executed and the transactions contemplated hereby and thereby; (vii) the executed Permitted ELOC, executed by the parties thereto (viii) opinion of counsel to the Company in form satisfactory to the counsel to the Placement Agent; and (viix) such other approvals, opinions, or documents as the Prospectus Placement Agent and/or the Purchasers may request in form and Prospectus Supplement (which may be delivered in accordance with Rule 172 under substance reasonably satisfactory to the Securities Act)Placement Agent and/or the Purchasers, as applicable. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount as to the CompanyClosing by wire transfer to the account specified in Schedule 2.1 hereto.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the last sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Depositary transfer agent instructing the Depositary transfer agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viiv) the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).; (bv) On or prior the duly executed Lock-Up Agreements; (vi) a duly executed legal opinion of Company Counsel, in form reasonably acceptable to the Closing Date, Placement Agent and the Purchasers; (vii) for each Purchaser shall deliver or cause of Prefunded Warrants pursuant to be delivered Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) portion of such Purchaser’s Subscription AmountAmount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, which shall be made available for “Delivery Versus Payment” settlement with the Company.an exercise price equal to $0.001, subject to adjustment therein;

Deliveries. (a) On the date hereof, the Company and each of the Investors shall deliver or prior cause to be delivered to the other, this Agreement, together with all exhibits and schedules attached thereto, duly executed by an authorized representative. (b) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Investor the following: (i) this Agreement duly executed by a certificate evidencing the Company; (ii) a legal opinion number of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such PurchaserInvestor’s Subscription Investment Amount divided by the Per ADS Unit Purchase Price, registered in the name of such PurchaserInvestor as set forth on Schedule 1; (vii) a Warrant warrant, registered in the name of such Purchaser Investor, pursuant to purchase up which such Investor shall have the right to a acquire the number of ADSs shares of Common Stock equal to 7535% of the number of Shares issuable to such Purchaser’s ADSs, with an exercise price per ADS equal Investor pursuant to USD$2.00, subject to adjustment therein Section 2.2(i) and (such Warrant iii) a certificate may be delivered within three Trading Days of the Secretary of the Company dated the Closing Date); and , certifying the incumbency and authority of the officers or authorized signatories of the Company who execute this Agreement and the other Transaction Documents and the truth, correctness and completeness of the following exhibits which shall be attached thereto: (vii) a copy of resolutions duly adopted by the Prospectus Board of Directors of the Company, in full force and Prospectus Supplement effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herein and therein, (which may be delivered in accordance ii) a copy of the Certificate of Incorporation of the Company, as amended through the Closing Date, and as filed with Rule 172 under and accepted and certified by an appropriate official of the Securities Act)Company’s jurisdiction of incorporation, and (iii) a copy of the By-Laws of the Company, as amended through the Closing Date. (bc) On or prior to the Closing Date, each Purchaser Investor shall deliver or cause to be delivered to (by check or wire transfer) the Company, aggregate amount of the following: (i) this Agreement duly executed by such Purchaser; and (ii) such PurchaserInvestor’s Subscription Amount, which shall be made available Investment Amount in payment for “Delivery Versus Payment” settlement the Shares and Warrants in accordance with the Companyinstructions set forth on Schedule 2 hereof.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms a form reasonably acceptable to the Placement Agent and the Purchaserseach Purchaser; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.30, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); andtherein; (vi) an electronic copy of the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and (vii) the duly executed Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ii) to the Company, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a the legal opinion opinions of US Company Counsel and of Israeli Company [IP Counsel, in the forms reasonably acceptable and Regulatory Counsel] provided pursuant to Section 5(e)(i) of the Placement Agent Agency Agreement, between the Company and the PurchasersPlacement Agent, dated as of the Closing Date, which shall state that each Purchaser may rely thereon; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser;; and (viv) a Warrant registered in the name of such Purchaser to purchase up to a number [one] share of ADSs equal to 75% Common Stock for each Share of such Purchaser’s ADSs, Common Stock purchased by the Purchaser with an exercise price per ADS equal to USD$2.00$[___], subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) to the Company, this Agreement duly executed by such Purchaser; and (ii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer or check to the Companyaccount specified in the Escrow Agreement.

Deliveries. (a) On or prior to the each Closing DateDate (or as otherwise indicated below), the Company shall deliver or cause to be delivered to each Purchaser Lender the following: (i) at the initial Closing, this Agreement duly executed by the Company; (ii) a legal opinion of US at the initial Closing, the Amendment to Security Agreement, duly executed by the Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the PurchasersSubsidiaries of the Company, as applicable; (iii) an executed Note in the Company shall have provided principal amount equal to the principal amount of Notes to be issued to such Lender at such Closing as set forth on the signature page hereto executed by such L▇▇▇▇▇; and (iv) at each Purchaser with the Company’s wire instructionsClosing, on Company letterhead and an officers’ certificate executed by the Chief Executive Officer or and the Chief Financial Officer; (iv) subject Officer of the Company certifying that the representations and warranties of the Company set forth herein are true and correct as of the applicable Closing Date and that the Company has complied with all obligations, covenants and agreements of the Company set forth herein on or prior to the last sentence applicable Closing Date, or a bring down letter of Section 2.1, a copy of the irrevocable instructions such officers relating to the Depositary instructing same in a form reasonably acceptable to the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)Lenders. (b) On or prior to the each Closing Date, each Purchaser Lender shall deliver or cause to be delivered to the Company, as applicable, the following: (i) at the initial Closing for such Lender, this Agreement duly executed by such PurchaserL▇▇▇▇▇; (ii) at the initial Closing, the Amendment to Security Agreement, duly executed by such L▇▇▇▇▇ and the Greenle Partners LLC, as collateral agent; and (iiiii) at each Closing, such PurchaserL▇▇▇▇▇’s Subscription AmountLoan Amount as set forth on the signature page hereto executed by such L▇▇▇▇▇, which shall be made available for “Delivery Versus Payment” settlement with by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company U.S. Counsel delivered and of Israeli Company Counseladdressed to the Purchasers and the Placement Agents, substantially in the forms reasonably form of Exhibit B attached hereto and a legal opinion of Bermuda Counsel delivered and addressed to the Purchasers and the Placement Agents in a form acceptable to each of the Purchasers and each of the Placement Agent and the PurchasersAgents; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Company’s transfer agent instructing the Depositary transfer agent to deliver on an expedited basis via The the Depository Trust Company Deposit or Withdrawal at Custodian system Agent Commission System (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.30, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account as specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms a form reasonably acceptable to the Placement Agent and the Purchaserseach Purchaser; (iii) if settlement of the Company shall have provided each Purchaser Shares is not occurring via DVP in accordance with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company (the “DTC”) Deposit or and Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.67 per share of Common Stock underlying the Warrant, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, directed to the Placement Agent and each Purchaser, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivi) subject to the last fifth sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (vii) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$1.09, subject to adjustment therein therein; (such Warrant certificate may be delivered within three Trading Days of iv) the Closing Date)duly executed Lock-Up Agreements; and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (iiii) this Agreement duly executed by such Purchaser; and (iiiv) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement (and the other Transaction Documents) duly executed by the Company; (ii) a legal opinion and negative assurance letter of US Company Counsel and of Israeli Company Counsel, in the forms a form reasonably acceptable to each Purchaser and the Placement Agent and the PurchasersAgent; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such each Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such PurchaserPurchaser and free and clear of all restrictive and other legends; (v) the U.S. Prospectus and U.S. Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) the duly executed Lock-Up Agreements; (vii) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Common Shares equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$3.36 per Warrant Share, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)therein. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Company’s transfer agent instructing the Depositary transfer agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viii) within 5 Trading Days of the date hereof, a Warrant Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to purchase acquire up to a the number of ADSs shares of Common Stock equal to 7550% of the Shares to be issued to such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00$1.00, subject to adjustment therein therein; (such Warrant certificate may be delivered iv) within three 5 Trading Days of the Closing Date)date hereof, a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser, with an exercise price equal to $0.66, subject to adjustment therein; (v) the Registration Rights Agreement duly executed by the Company; and (vi) a legal opinion of Company Counsel, in the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)form of Exhibit C attached hereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer into the account designated by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Company’s transfer agent instructing the Depositary transfer agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viii) a Warrant copy of an Additional Investment Right, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to purchase up to a the number of ADSs shares of Common Stock equal to 7530% of the Shares to be issued to such Purchaser’s ADSsPurchaser and which shall be exercisable immediately upon issuance until the earlier of (a) the three (3) month anniversary of the Effective Date and (b) the 24 month anniversary of the Closing Date, with at an exercise price per ADS equal to USD$2.00$3.64, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days the “Additional Investment Right Exercise Price”), which Additional Investment Right shall otherwise in the form of Exhibit B attached hereto; (iv) the Closing Date)Registration Rights Agreement duly executed by the Company; and (viv) a legal opinion of Company Counsel, covering the Prospectus and Prospectus Supplement (which may be delivered matters addressed in accordance with Rule 172 under the Securities Act)form of Exhibit C attached hereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7580% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$2.85, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms form and substance reasonably acceptable satisfactory to the Placement Agent and the Purchaserseach Purchaser; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$3.80, subject to adjustment therein therein; (such Warrant certificate may be delivered within three Trading Days of vi) on or before the Closing Date), the duly executed Lock-Up Agreements; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75100% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00USD$1.30, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, directed to the Placement Agent and the Purchasers, in the forms a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.81, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$____, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms form reasonably acceptable to the Placement Agent and the Purchasers; (iii) a copy of the Company irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall have provided each Purchaser with be reasonably satisfactory to such Purchaser; (iv) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such PurchaserExecutive Director; (v) a Warrant registered the Registration Rights Agreement, duly executed by the Company; (vi) evidence, in form and substance reasonably acceptable to each Purchaser, that the name Board of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days Directors of the Closing Date)Company has approved the issuance of the Shares as exempt under Section 16(b) of the Exchange Act as permitted by Rule 16b-3(d)(1) promulgated under the Exchange Act; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such ▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms a form reasonably acceptable to the Placement Agent and the PurchasersA.G.P.; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a an originally signed Warrant registered in the name of such Purchaser to purchase up to a the number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00Shares, subject to adjustment therein as set forth therein; (such Warrant certificate may be delivered within three Trading Days vi) Lock-up Agreements, in form and substance reasonably acceptable to the Purchasers, executed by each officer and director and greater than 10% shareholders of the Closing Date)Company; (vii) Officer’s Certificate, in form and substance satisfactory to A.G.P.; (viii) Secretary’s Certificate, in form and substance satisfactory to A.G.P.; and (viix) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, directed to the Purchaser, in the forms a form reasonably acceptable to the Placement Agent and the PurchasersPurchaser; (iii) the Company shall have provided each the Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such the Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such the Purchaser; (v) a Warrant registered in the name of such the Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such the Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$2.65, subject to adjustment therein therein; (such Warrant certificate may be delivered within three Trading Days of vi) the Closing Date)Lock-Up Agreements; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (ba) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, Company the following: (iviii) this Agreement duly executed by such the Purchaser; and (iiix) such the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion opinions of US Company UK Counsel and of Israeli Company US Counsel, in the forms a form reasonably acceptable to the Placement Agent Agent, Purchasers and the PurchasersDepositary; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser;; and (v) a Series G Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares represented by ADSs equal to 75100% of such Purchaser’s Placed ADSs, with an exercise price per ADS equal to USD$2.00$0.3883, subject to adjustment therein (such original Series G Warrant certificate may be delivered within three Trading Days of the Closing Date); (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) as to the First Closing, a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms reasonably form and substance acceptable to the Placement Agent and Purchasers (such opinion may be delivered within five Trading Days of the PurchasersClosing Date); (iii) as to the First Closing, a legal opinion of Company Cayman Counsel, in form and substance acceptable to the Purchasers (such opinion may be delivered within five Trading Days of the Closing Date); (iv) a Debenture with a principal amount equal to such Purchaser’s applicable Subscription Amount, registered in the name of such Purchaser (such Debenture may be delivered within three Trading Days of the Closing Date); (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvi) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs cash payment equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 755% of such Purchaser’s ADSsapplicable Subscription Amount, with an exercise price per ADS equal which may be netted out of such Purchaser’s wire transfer to USD$2.00the Company at the Closing in lieu thereof; and (vii) as to the First Closing, subject to adjustment therein the Lock-Up Agreements (such Warrant certificate agreements may be delivered within three five Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) as to the First Closing, this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s applicable Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Company’s transfer agent instructing the Depositary transfer agent to deliver on an expedited basis via The the Depository Trust Company Deposit or Withdrawal at Custodian system Agent Commission System (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viv) a Warrant Greenshoe registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7550% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$4.00, subject to adjustment therein therein, which Greenshoes shall be exercisable immediately and have a term of exercise equal to one (1) year and one (1) week from the initial date of exercisability of such Greenshoes (such Warrant Greenshoe certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the account as specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in the forms form and substance reasonably acceptable satisfactory to the Placement Agent Purchasers and the PurchasersPlacement Agent; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of in Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) the duly executed Lock-Up Agreements; (vi) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75200% of such Purchaser’s ADSs, Shares with an exercise price per ADS equal to USD$2.00$1.80 per share, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vivii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription AmountAmount with respect to the Securities purchased by such Purchaser, which shall be made available for “Delivery Versus Payment” DVP settlement with the CompanyCompany or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably form acceptable to the Placement Agent and the Purchasers; (iii) a certificate or book entry evidence, in the Company shall have provided discretion of each Purchaser, from the Company’s Transfer Agent evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by 0.92, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Nevada; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Conversion Shares on the date hereof, with an exercise price equal to $1.25, subject to adjustment therein; (v) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from the Company’s independent registered accounting firm; (vi) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvii) subject to contemporaneously herewith, the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be duly executed and delivered within three Trading Days of the Closing Date)Lock-Up Agreements; and (viviii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; and (ii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with by wire transfer to the CompanyEscrow Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 7535% of such Purchaser’s ADSsShares, with an initial exercise price per ADS equal to USD$2.00, subject to adjustment therein $0.59 per share of Common Stock underlying the Warrant (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; and (ii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Companyaccount as specified in the Escrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary Transfer Agent instructing the Depositary Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Shares equal to such Purchaser’s Subscription Amount divided by the Per ADS Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs Common Shares equal to 75100% of such Purchaser’s ADSsShares, with an exercise price per ADS equal to USD$2.00$0.82 per share, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date)therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the CompanyCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence a certificate evidencing a number of Section 2.1, a copy shares of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, Stated Value registered in the name of such Purchaser;; and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware. (viv) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs shares of Common Stock equal to 75100% of such Purchaser’s ADSsConversion Shares, with an exercise price per ADS equal to USD$2.00$3.65, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Registration Rights Agreement duly executed by the Company; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement duly executed by the Purchaser; and (iiiii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Companyaccount specified in the Escrow Agreement.

Deliveries. (a) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the CompanyCompany for the Subscription Amounts accepted as of such date; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the forms reasonably acceptable to the Placement Agent and the Purchasersform of Exhibit D attached hereto; (iii) a certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser;; and (v) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 75% of such Purchaser’s ADSs, with an exercise price per ADS equal to USD$2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of Registration Rights Agreement duly executed by the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)Company. (b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; and; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company and/or tender of 10% Convertible Debentures due June 30, 2019 and/or other debt instruments of the Company; (iii) the Registration Rights Agreement duly executed by such Purchaser; and (iv) with respect to each Purchaser tendering 10% Convertible Debentures as part of their Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement written evidence of the termination of such Purchaser’s rights and obligations under (x) that Securities Purchase Agreement, dated as of June 15, 2018, with the Company; (y) that Registration Rights Agreement, dated as of June 15, 2018, with the Company; and (z) that Subsidiary Guarantee, dated as of June 15, 2018, with the Company’s Subsidiaries.