Common use of Holder’s Exercise Limitations Clause in Contracts

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to this ARTICLE II or otherwise, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder “holds” or would “hold” (as defined for purposes of the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, in excess of the Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Ordinary Shares held or beneficially owned, directly or indirectly, by the Holder shall include the number of shares of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant owned, directly or indirectly, by the Holder and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein owned, directly or indirectly, by the Holder. The determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, in each case subject to the Ownership Limitation, and the Company shall work, together with the Holder, to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) shall be determined in accordance with the Israeli Companies Law, 1999 and with the Exchange Act, respectively, and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5, in determining the number of outstanding shares of Ordinary Shares, a Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm in writing to the Holder the number of shares of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Ordinary Shares was reported. The “Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of Notwithstanding anything to the contrary contained in this Warrant, and a Holder this Warrant shall not have be exercisable by the right to exercise any portion of this Warrant, pursuant to this ARTICLE II or otherwise, Holder hereof to the extent (but only to the extent) that at such time the Holder or any of its Affiliates would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such the issuance after of shares of Common Stock issuable upon exercise as set forth on the applicable Notice of Exercise, the Holder “holds” or would “hold” (as defined for purposes of the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended this Warrant (the “Exchange ActMaximum Percentage”). The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Maximum Percentage provisions of this Section 2(e), directly or indirectly, provided that the Maximum Percentage in excess no event exceeds 9.99% of the Ownership Limitation (as defined below)number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. For purposes of the foregoing sentencethis Section 2(e), the number of shares of Ordinary Shares held or Common Stock beneficially owned, directly or indirectly, owned by the Holder and its Affiliates shall include the number of shares Warrant Shares which are subject to the Notice of Ordinary Shares issuable upon exercise of this Warrant Exercise with respect to which such determination is being made, but shall exclude the number of shares of Ordinary Shares Common Stock which would be are issuable upon (i) exercise of the remaining, nonexercised unexercised portion of this Warrant owned, directly or indirectly, and beneficially owned by the Holder or any of its Affiliates, and (ii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, beneficially owned by the Holder or any other Ordinary Shares Equivalents) of its Affiliates that are subject to a limitation on conversion or exercise analogous similar to the limitation contained herein ownedherein. To the extent the above limitation applies, directly or indirectly, by the Holder. The determination of whether this Warrant is shall be exercisable (in relation to vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its Affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) and of which portion of this Warrant is exercisable shall shall, subject to such Maximum Percentage limitation, be in the sole discretion of determined by the Holder, in each case subject to the Ownership Limitation, and the Company shall work, together with the Holder, to verify or confirm have no responsibility for determining the accuracy of such the Holder’s determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 paragraph shall have any effect on the applicability of the provisions of this Section 5 paragraph with respect to any subsequent determination of exercisability or exchangeabilityexercisability. For the purposes of this Section 6paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) shall be determined in accordance with the Israeli Companies Law, 1999 and with Section 13(d) of the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5, in determining the number of outstanding shares of Ordinary Shares, a Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm in writing to the Holder the number of shares of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Ordinary Shares was reported. The “Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Ownership Limitation Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this SECTION 5 paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a the Holder shall not have the right to exercise any portion of this Warrant, pursuant to this ARTICLE II Section 2 or otherwise, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder “holds” (together with the Holder’s Affiliates and any other Persons acting as a group together with the Holder or would “hold” (as defined for purposes any of the Israeli Companies LawHolder’s Affiliates (such Persons, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934collectively, as amended (the “Exchange ActAttribution Parties”)), directly or indirectly, ) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Ordinary Shares held or beneficially owned, directly or indirectly, owned by the Holder and its Attribution Parties shall include the number of shares Ordinary Shares underlying ADSs held by the Holder and its Attribution Parties plus the number of Ordinary Shares underlying ADSs issuable upon exercise of this Warrant with respect to which such the determination is being made, but shall exclude the number of shares of Ordinary Shares underlying ADSs which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant owned, directly or indirectly, beneficially owned by the Holder or any Attribution Parties and (ii) exercise or conversion of the unexercised nonexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares EquivalentsShare or ADS equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein owned, directly or indirectly, that are beneficially owned by the HolderHolder or any of its Attribution Parties. The Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the HolderHolder together with any Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall work, together with the Holder, have no obligation to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect In addition, a determination as to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) group status as contemplated above shall be determined in accordance with the Israeli Companies Law, 1999 and with Section 13(d) of the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5Section 2(e), in determining the number of outstanding shares of Ordinary Shares, a the Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 20-F, Current Report on Form 6-K or annual report filed other public filing with the Commission, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or Depositary setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a the Holder, the Company shall within two (2) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any Attribution Party since the date as of which such number of outstanding shares of Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares or ADSs issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 paragraph shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Underwriter’s Warrant, and a Holder shall not have the right to exercise any portion of this Underwriter’s Warrant, pursuant to this ARTICLE II Section 2 or otherwise, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder “holds” (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or would “hold” (as defined for purposes any of the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)Holder’s Affiliates), directly or indirectly, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the foregoing sentenceExchange Act and the rules and regulations promulgated thereunder, the number of shares of Ordinary Shares held or beneficially owned, directly or indirectly, it being acknowledged by the Holder shall include that the number of shares of Ordinary Shares issuable upon exercise of this Warrant Company is not representing to the Holder that such calculation is in compliance with respect to which such determination is being made, but shall exclude the number of shares of Ordinary Shares which would be issuable upon (iSection 13(d) exercise of the remaining, nonexercised portion of this Warrant owned, directly or indirectly, by Exchange Act and the Holder and (ii) exercise or conversion of is solely responsible for any schedules required to be filed in accordance therewith. To the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to extent that the limitation contained herein ownedin this Section 2(e) applies, directly or indirectly, by the Holder. The determination of whether this Underwriter’s Warrant is exercisable (in relation to other securities owned by the HolderHolder together with any Affiliates) and of which portion of this Underwriter’s Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Underwriter’s Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Underwriter’s Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall work, together with the Holder, have no obligation to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect In addition, a determination as to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) group status as contemplated above shall be determined in accordance with the Israeli Companies Law, 1999 and with Section 13(d) of the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5Section 2(e), in determining the number of outstanding shares of Ordinary Common Shares, a Holder may rely on the number of outstanding shares of Ordinary Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of Ordinary Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Ordinary Common Shares then outstanding. In any case, the number of outstanding Ordinary Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Underwriter’s Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Ordinary Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% of the number of shares of Ordinary the Common Shares outstanding immediately after giving effect to the issuance of Ordinary Common Shares issuable upon exercise of all warrants held by the Holder. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this WarrantSection 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 paragraph shall apply to a successor holder of this Underwriter’s Warrant.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this a Warrant, and a Holder shall not have the any right to exercise any portion of this a Warrant, pursuant to this ARTICLE II or otherwise, to the extent that at such time exercise would result in such Holder (together with such Holder’s Affiliates and any other Persons acting as a group together with such Holder or after giving effect any of such Holder’s Affiliates, in each case, to the extent that such issuance after exercise Affiliates and persons acting as set forth on the applicable Notice a group are required to aggregate their beneficial ownership of Exercise, the Holder “holds” or would “hold” (as defined Common Stock for purposes of the Israeli Companies Law, 1999Relevant Section of the Exchange Act (“Attribution Parties”)) beneficially owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or for the Affiliate of such Holder that elected such Holder receive Warrants) as its “beneficially owns” or would “beneficially ownInitial Beneficial Ownership Limitation” (as defined for subject to adjustment under this Section 4.11, such Holder’s “Beneficial Ownership Limitation”). For purposes of this Section 4.11, (i) the determination of any “group” status shall be made in accordance with Section 13(d) of the Securities Exchange Act of 1934and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”)), directly or indirectly, in excess of the Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Ordinary Shares held or beneficially owned, directly or indirectly, by the Holder shall include the number of shares of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant owned, directly or indirectly, by the Holder and (ii) exercise or conversion the determination of “beneficial ownership” shall be made (a) in accordance with Section 13(d) of the unexercised Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is less than 5%, or nonconverted portion of any other securities of (b) in accordance with the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein owned, directly or indirectly, by the Holder. The determination of whether a person is a beneficial owner of more than 10% of the Common Stock outstanding for purposes of determining if such person is subject to Section 16 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is 5% or more (the applicable Section of the Exchange Act being referred to herein as the “Relevant Section”) (it being acknowledged and understood by the Holder that the Company is not representing to the Holder that such calculation is in compliance with the Relevant Section of the Exchange Act and that the Holder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitations contained in this Warrant Section 4.11 apply to a Holder, the determination of whether any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by the such Holder and such Holder) and of which portion of this Warrant is exercisable ’s Attribution Parties, shall be in the sole discretion of the Holder and the submission of a Notice of Exercise shall be deemed to be a determination by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Neither the Company, nor the Warrant Agent shall be required to independently confirm whether any exercise of any Warrant by a Holder would result in each case subject to the violation by such Holder of its applicable Beneficial Ownership Limitation, and instead the Company shall work, together with and the Holder, to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) Agent shall be determined able to rely for all purposes on a Notice of Exercise as such Holder’s determination and confirmation that such exercise set forth therein does not result in accordance with the Israeli Companies Law, 1999 and with the Exchange Act, respectively, and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5, in determining the number of outstanding shares of Ordinary Shares, a Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company setting forth the number of Ordinary Shares outstandingexceeding its Beneficial Ownership Limitation. Upon the written or oral request of a Holder, the Company shall within two Trading (2) Business Days confirm in writing to the such Holder the number of shares of Ordinary Shares Common Stock then outstanding. In any caseA Holder, the number of outstanding Ordinary Shares shall be determined after giving effect upon notice to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Ordinary Shares was reported. The “may increase or decrease its Beneficial Ownership Limitation” shall be 4.99, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Ordinary Shares Common Stock outstanding immediately after giving effect to and the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph Section 4.11 shall be construed and implemented continue to apply. Any change in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or will not be effective until the sixty-first (61st) day after such notice is delivered to make changes or supplements necessary or desirable to properly give effect to such limitationthe Company. The limitations contained in this SECTION 5 paragraph shall apply to a successor holder of any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this WarrantSection 4.11.

Holder’s Exercise Limitations. The Notwithstanding anything to the contrary contained herein, and solely prior to the achievement of the Business Milestone, the Company shall not effect the exercise of any exercise portion of this Warrant, and a the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this ARTICLE II or otherwiseWarrant and any such exercise shall be null and void and treated as if never made, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseexercise, the Holder together with its Affiliates collectively would beneficially own in excess of 24.99% (the “holds” or would “hold” (as defined for purposes of the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(dMaximum Percentage”) of the Securities Exchange Act number of 1934, as amended (the “Exchange Act”)), directly or indirectly, in excess of the Ownership Limitation (as defined below)Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Ordinary Shares held or beneficially owned, directly or indirectly, owned by the Holder and its Affiliates shall include the number of shares Ordinary Shares underlying ADSs held by the Holder and all of its Affiliates plus the number of Ordinary Shares underlying ADSs issuable upon exercise of this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Ordinary Shares underlying ADSs which would be issuable upon (iA) exercise of the remaining, nonexercised unexercised portion of this Warrant owned, directly or indirectly, beneficially owned by the Holder or any of its Affiliates and (iiB) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) beneficially owned by the Holder or of its Affiliates subject to a limitation on conversion or exercise analogous to the limitation contained herein owned, directly or indirectly, by the Holder. The determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, in each case subject to the Ownership Limitation, and the Company shall work, together with the Holder, to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) shall be determined in accordance with the Israeli Companies Law, 1999 and with the Exchange Act, respectively, and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern2(e). For purposes of this SECTION 5Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant, in determining the number of outstanding shares Ordinary Shares underlying ADSs the Holder may acquire upon the exercise of Ordinary Sharesthis Warrant without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 20-F, Current Report on Form 6-K or annual report filed other public filing with the Commission, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company setting forth the number of Ordinary Shares outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant ADSs to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of a the Holder, the Company shall within two Trading Days one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any of its Affiliates since the date as of which such number of outstanding shares of Ordinary Shares the Reported Outstanding Share Number was reported. The “Ownership Limitation” shall be 4.99% of In the number of shares of Ordinary Shares outstanding immediately after giving effect to event that the issuance of Ordinary Shares issuable to the Holder upon exercise of this WarrantWarrant results in the Holder and its Affiliates being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and its Affiliates’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 3(e) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Ownership Limitation herein beneficial ownership limitation contained in this Section 3(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this SECTION 5 paragraph may not be waived and shall apply to a successor holder of this Warrant. Notwithstanding the provisions of this sub-Section (viii), it is clarified, that following the Milestone Date this sub-Section (viii) shall lapse and no longer apply or limit the exercise of this Warrant in any way whatsoever.

Holder’s Exercise Limitations. The Company For so long as the Ordinary Shares are registered under the Exchange Act, the Holder shall not effect any be entitled to receive Warrant Shares upon exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to this ARTICLE II or otherwise, Warrant to the extent that at such time or after giving effect the aggregate number of Warrant Shares to such issuance after exercise as set forth on the applicable Notice of Exercise, be acquired by the Holder “holds” or would “hold” (as defined for purposes of upon exercise shall, when added to the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, in excess of the Ownership Limitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Ordinary Shares held or deemed beneficially owned, directly or indirectly, by such beneficial owner and each person subject to aggregation (including any “group” of which the Holder is or may deemed to be a part) of Ordinary Shares with such beneficial owner under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on such beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to the rules and regulations promulgated under Section 13(d) of the Exchange Act, exceed 9.99% (the “Restricted Ownership Percentage”) of the total issued and outstanding Ordinary Shares (the “Section 16 Exercise Blocker”). Notwithstanding the foregoing, this Section 16 Exercise Blocker shall include not apply with respect to the Holder if the Holder is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Ordinary Warrant Shares issuable upon exercise of this Warrant with respect and upon conversion, exercise or sale of securities or rights to which acquire securities that have limitations on such determination is being madebeneficial owner’s right to convert, exercise or purchase similar to this limitation. Notwithstanding the foregoing, the Company shall issue Ordinary Shares upon exercise of this Warrant up to (but shall exclude not exceeding) the number of shares amount that would cause the Holder’s beneficial ownership of Ordinary Shares which would be issuable (together with that of any Aggregated Person) to equal the Restricted Ownership Percentage; provided that the Holder shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to the Holder (together with any Aggregated Person) immediately upon prior written notice to the Company (i) exercise provided that, for the avoidance of doubt, in such event, the remaining, nonexercised portion Holder may sell Ordinary Shares or portions of this Warrant owned, directly or indirectly, by to reduce the Holder and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein owned, directly or indirectly, by the Holder. The determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, in each case subject to the Ownership Limitation, and the Company shall work, together with the Holder, to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) shall be determined in accordance with the Israeli Companies Law, 1999 and with the Exchange Act, respectively, and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5, in determining the number of outstanding shares of Ordinary Shares, a Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company setting forth the aggregate number of Ordinary Shares outstanding. Upon deemed beneficially owned by the written Holder (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case this Warrant will be exercisable by the Holder up to (but will not exceed) the reduced Restricted Ownership Percentage) or oral request of a Holder, increase the Company shall within two Trading Days confirm in writing Restricted Ownership Percentage applicable to the Holder the number of shares of Ordinary Shares then outstanding. In (together with any case, the number of outstanding Ordinary Shares shall be determined after giving effect Aggregated Person) upon 65 days’ prior written notice to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Ordinary Shares was reported. The “Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 paragraph shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to this ARTICLE II or otherwise, Notwithstanding anything to the extent that at such time contrary contained in this Warrant or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder “holds” or would “hold” other Transaction Documents (as defined for purposes in the Purchase Agreement), if at any time the Holder shall or would be issued shares of Common Stock under any of the Israeli Companies LawTransaction Documents, 1999but such issuance would cause the Holder (together with its affiliates) or “beneficially owns” or would “beneficially own” (as defined for purposes to own a number of Section 13(d) shares exceeding 4.99% of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, in excess of the Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Ordinary Shares held or beneficially ownedCommon Stock outstanding on such date (the “Maximum Percentage”), directly or indirectly, by the Company must not issue to the Holder shall include shares of the Common Stock which would exceed the Maximum Percentage. The shares of Common Stock issuable to the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the "Ownership Limitation Shares". The Company will reserve the Ownership Limitation Shares for the exclusive benefit of the Holder. From time to time, the Holder may notify the Company in writing of the number of the Ownership Limitation Shares that may be issued to the Holder without causing the Holder to exceed the Maximum Percentage. Upon receipt of such notice, the Company shall be unconditionally obligated to immediately issue such designated shares of Ordinary Shares issuable upon exercise of this Warrant to the Holder, with respect to which such determination is being made, but shall exclude a corresponding reduction in the number of shares of Ordinary Shares which would the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be issuable upon (i) exercise replaced with “9.99%” at such time as the Market Capitalization of the remaining, nonexercised portion of this Warrant owned, directly or indirectly, by the Holder and (ii) exercise or conversion of the unexercised or nonconverted portion of Common Stock is less than $10,000,000.00. Notwithstanding any other securities of provision contained herein, if the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous term “4.99%” is replaced with “9.99%” pursuant to the limitation contained herein ownedpreceding sentence, directly or indirectly, by the Holder. The determination of whether this Warrant is exercisable (in relation such change to other securities owned by the Holder) and of which portion of this Warrant is exercisable “9.99%” shall be in the sole discretion of the Holder, in each case subject to the Ownership Limitation, and the Company shall work, together with the Holder, to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) shall be determined in accordance with the Israeli Companies Law, 1999 and with the Exchange Act, respectively, and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall governpermanent. For purposes of this SECTION 5Agreement, the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP (as defined in determining the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Ordinary Shares, a Holder may rely Common Stock as reported on the number of outstanding shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic recently filed Form 10-Q or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent Form 10-K. By written notice by to the Company setting forth Company, the number Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all Affiliates and assigns of Ordinary Shares outstandingthe Holder. Upon the written or oral request of a Holder, the Company shall within two Trading Days twenty-four (24) hours confirm orally and in writing to the Holder the number of shares of Ordinary Shares Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Ordinary Shares was reported. The “Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. (a) The Company Corporation shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to this ARTICLE II SECTION 2 or otherwise, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder “holds” or would “hold” (together with the Holder's affiliates (as such term is defined in Rule 144 under the U.S. Securities Act)), and any other Person that is a member of a "group" (as defined for purposes of in Rule 13d-5(b)(1) under the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”)) (such Persons, "Attribution Parties"), directly or indirectly, would beneficially own Common Shares in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Ordinary Common Shares held or beneficially owned, directly or indirectly, owned by the Holder and its Attribution Parties shall include the number of shares of Ordinary Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Ordinary Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant owned, directly or indirectly, beneficially owned by the Holder or any of its affiliates or other Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company Corporation (including, without limitation, any other Ordinary Shares Equivalentssecurities of the Corporation or a subsidiary which would entitle the holder thereof to acquire at any time Common Shares, including without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares) subject to a limitation on conversion or exercise analogous to the limitation contained herein owned, directly or indirectly, beneficially owned by the Holder or any of its affiliates or other Attribution Parties. Beneficial ownership shall be calculated in accordance with (i) Section 1.8 of National Instrument 62-104 Take-Over Bids and Issuer Bids ("NI 62-104"), it being acknowledged by the Holder that the Corporation is not representing to the Holder that such calculation is in compliance with Section 1.8 of NI 62-104 or (ii) Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Corporation is not representing to the Holder that such calculation is in compliance with Section 13(d) of the U.S. Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. (b) To the extent that the limitation contained in this Section 2.4 applies, the submission of a Notice of Exercise shall be deemed to be the Holder. The 's determination of whether this Warrant is exercisable (in relation to other securities owned by the HolderHolder together with any affiliates or other Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holderexercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall work, together with the Holder, to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability. . (c) For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) shall be determined in accordance with the Israeli Companies Law, 1999 and with the Exchange Act, respectively, and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 52.4, in determining the number of outstanding shares of Ordinary Common Shares, a the Holder may rely on the number of outstanding shares of Ordinary Common Shares as reflected in (A) the Company’s Corporation's most recent periodic or annual report filed with the CommissionCanadian securities commissions, United States securities commission or Cboe Canada, as the case may be, (B) a more recent public announcement by the Company Corporation or (C) a more recent written notice by the Company Corporation or the Transfer Agent setting forth the number of Ordinary Common Shares outstanding. Upon the written or oral request of a Holder, the Company Corporation shall within two one (1) Trading Days Day confirm orally and in writing to the Holder the number of shares of Ordinary Common Shares then outstanding. In any case, the number of outstanding Ordinary Common Shares shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including this Warrant, by the Holder or its affiliates or other Attribution Parties since the date as of which such number of outstanding shares of Ordinary Common Shares was reported. . (d) The “"Beneficial Ownership Limitation” " shall be 9.99% (or, upon election by a Holder prior to the issuance of any Warrants, 4.99% %) of the number of shares of Ordinary the Common Shares outstanding immediately after giving effect to the issuance of Ordinary any Common Shares issuable upon exercise of the Warrants. The Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of this WarrantWarrant held by the Holder and the provisions of this Section 2.4(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, collectively being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation, the number of shares so issued by which the aggregate beneficial ownership of the Holder and its Attribution Parties exceeds such limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Corporation shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall return the Excess Shares to the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 2.4 to correct this paragraph Section 2.4 (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 paragraph shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to this ARTICLE II Section 2 or otherwise, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder “holds” (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or would “hold” (as defined for purposes any of the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)Holder’s Affiliates), directly or indirectly, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the foregoing sentenceExchange Act and the rules and regulations promulgated thereunder, the number of shares of Ordinary Shares held or beneficially owned, directly or indirectly, it being acknowledged by the Holder shall include that the number of shares of Ordinary Shares issuable upon exercise of this Warrant Company is not representing to the Holder that such calculation is in compliance with respect to which such determination is being made, but shall exclude the number of shares of Ordinary Shares which would be issuable upon (iSection 13(d) exercise of the remaining, nonexercised portion of this Warrant owned, directly or indirectly, by Exchange Act and the Holder and (ii) exercise or conversion of is solely responsible for any schedules required to be filed in accordance therewith. To the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to extent that the limitation contained herein ownedin this Section 2(e) applies, directly or indirectly, by the Holder. The determination of whether this Warrant is exercisable (in relation to other securities owned by the HolderHolder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall work, together with the Holder, have no obligation to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect In addition, a determination as to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) group status as contemplated above shall be determined in accordance with the Israeli Companies Law, 1999 and with Section 13(d) of the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5Section 2(e), in determining the number of outstanding shares of Ordinary Common Shares, a Holder may rely on the number of outstanding shares of Ordinary Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of Ordinary Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Ordinary Common Shares then outstanding. In any case, the number of outstanding Ordinary Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Ordinary Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% of the number of shares of Ordinary the Common Shares outstanding immediately after giving effect to the issuance of Ordinary Common Shares issuable upon exercise of all warrants held by the Holder. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this WarrantSection 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 paragraph shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this ARTICLE II Section 2 or otherwise, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder “holds” (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or would “hold” (as defined for purposes any of the Israeli Companies LawHolder’s affiliates (such persons, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange ActAttribution Parties”)), directly or indirectly, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Ordinary Shares held or the Company’s common stock beneficially owned, directly or indirectly, owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of Ordinary Shares the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, but for purposes of this Section 2.5, beneficial ownership shall exclude the number of shares of Ordinary Shares which would be issuable upon (icalculated in accordance with Section 13(d) exercise of the remainingSecurities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, nonexercised portion of this Warrant owned, directly or indirectly, it being acknowledged by the Holder and (iithat the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) exercise or conversion of the unexercised or nonconverted portion of Exchange Act and the Holder is solely responsible for any other securities of schedules required to be filed in accordance therewith. To the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to extent that the limitation contained herein ownedin this Section 2.5 applies, directly or indirectly, by the Holder. The determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the HolderHolder together with any affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall work, together with the Holder, have no obligation to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect In addition, a determination as to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) group status as contemplated above shall be determined in accordance with the Israeli Companies Law, 1999 and with Section 13(d) of the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5Section 2.5, in determining the number of outstanding shares of Ordinary Sharesthe Company’s common stock, a the Holder may rely on the number of outstanding shares of Ordinary Shares common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of Ordinary Shares shares of common stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days one (1) trading day confirm orally and in writing to the Holder the number of shares of Ordinary Shares common stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of Ordinary Shares the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 shall apply to a successor holder of this Warrant.the

Holder’s Exercise Limitations. The Company shall Holder acknowledges and agrees that it may not effect any exercise of this Warrant, and a Holder this Warrant shall be deemed to not have the right to exercise any portion of this Warrant, pursuant to this ARTICLE II or otherwisebe exercisable, to the extent that at if such time Warrant were exercisable, then the Financing Agreement Threshold (defined below) would be met or after giving effect exceeded; provided that, if the Holder and/or its affiliates hold multiple warrants subject to such issuance after exercise as set forth a substantially similar restriction based on the applicable Notice of ExerciseFinancing Agreement Threshold, the Holder “holds” or would “hold” (as defined for purposes of the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, in excess of the Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Ordinary Shares this restriction shall apply first to any warrants held or beneficially owned, directly or indirectly, by the Holder shall include and/or its Affiliates, originally issued on or about the number of shares of Ordinary Shares issuable upon exercise of this Warrant date hereof and on substantially similar terms, with respect an Exercise Price equal to which such determination is being made$20.00 per share, but shall exclude and then, solely to the number of shares of Ordinary Shares which would be issuable upon (i) exercise of the remainingextent necessary, nonexercised portion of this Warrant owned, directly or indirectly, to any warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof and (ii) exercise on substantially similar terms, with an Exercise Price equal to $18.00 per share, and then to any warrants held by the Holder and/or its Affiliates, originally issued on or conversion of about the unexercised or nonconverted portion of any other securities of the Company (includingdate hereof and on substantially similar terms, without limitation, any other Ordinary Shares Equivalents) subject with an Exercise Price equal to a $15.00 per share. The limitation on conversion exercisability set forth in this Section 2(e) shall apply until the date that is 61 days after the Financing Agreement is terminated and all amounts thereunder are fully paid and discharged or exercise analogous to such earlier date as any required consent or waiver under the limitation contained herein owned, directly or indirectly, by the HolderFinancing Agreement is obtained. The determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the HolderCompany may instruct its transfer agent or warrant agent, in each case subject to the Ownership Limitation, and the Company shall work, together with the Holderas applicable, to verify apply restrictive legends or confirm the accuracy of such determination. No prior inability similar restrictions to exercise or exchange this Warrant pursuant to enforce this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability2(e). For the purposes of this Warrant, “Financing Agreement Threshold” shall mean the acquisition of any securities of the Company by the Holder which would result in the Holder or any “group” (within the meaning of Section 6, all determinations and calculations (including, without limitation, with respect to calculations 13(d)(3) of percentage of holdings and beneficial ownership) shall be determined in accordance with the Israeli Companies Law, 1999 and with the Exchange Act, respectively, and ) of which the rules and regulations promulgated thereunder; Holder is a member owning more than thirty-three percent (33%) of the aggregate outstanding voting power of the Equity Interests (as defined in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5, in determining the number of outstanding shares of Ordinary Shares, a Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (AFinancing Agreement) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm in writing to the Holder the number of shares of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Ordinary Shares was reported. The “Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this ARTICLE II Section 2 or otherwise, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder “holds” (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or would “hold” (as defined for purposes any of the Israeli Companies LawHolder’s affiliates (such persons, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange ActAttribution Parties”)), directly or indirectly, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Ordinary Shares held or the Company’s common stock beneficially owned, directly or indirectly, owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of Ordinary Shares the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, but for purposes of this Section 2.5, beneficial ownership shall exclude the number of shares of Ordinary Shares which would be issuable upon (icalculated in accordance with Section 13(d) exercise of the remainingSecurities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, nonexercised portion of this Warrant owned, directly or indirectly, it being acknowledged by the Holder and (iithat the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) exercise or conversion of the unexercised or nonconverted portion of Exchange Act and the Holder is solely responsible for any other securities of schedules required to be filed in accordance therewith. To the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a limitation on conversion or exercise analogous to extent that the limitation contained herein ownedin this Section 2.5 applies, directly or indirectly, by the Holder. The determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the HolderHolder together with any affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall work, together with the Holder, have no obligation to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect In addition, a determination as to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) group status as contemplated above shall be determined in accordance with the Israeli Companies Law, 1999 and with Section 13(d) of the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5Section 2.5, in determining the number of outstanding shares of Ordinary Sharesthe Company’s common stock, a the Holder may rely on the number of outstanding shares of Ordinary Shares common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of Ordinary Shares shares of common stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days one (1) trading day confirm orally and in writing to the Holder the number of shares of Ordinary Shares common stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of Ordinary Shares the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares the Company’s common stock outstanding immediately after giving effect to the issuance of Ordinary Shares shares of common stock issuable upon exercise of this Purchase Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the Holder and the provisions of this Section 2.5 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 2.5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 paragraph shall apply to a successor holder of this Purchase Warrant.

Holder’s Exercise Limitations. The Company shall Holder acknowledges and agrees that it may not effect any exercise of this Warrant, and a Holder this Warrant shall be deemed to not have the right to exercise any portion of this Warrant, pursuant to this ARTICLE II or otherwisebe exercisable, to the extent that at if such time Warrant were exercisable, then the Financing Agreement Threshold (defined below) would be met or after giving effect exceeded; provided that, if the Holder and/or its affiliates hold multiple warrants subject to such issuance after exercise as set forth a substantially similar restriction based on the applicable Notice of ExerciseFinancing Agreement Threshold, the Holder “holds” or would “hold” (as defined for purposes of the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, in excess of the Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Ordinary Shares this restriction shall apply first to any warrants held or beneficially owned, directly or indirectly, by the Holder shall include and/or its Affiliates, originally issued on or about the number of shares of Ordinary Shares issuable upon exercise of this Warrant date hereof or on November 4, 2021 and on substantially similar terms, with respect an Exercise Price equal to which such determination is being made$20.00 per share, but shall exclude and then, solely to the number of shares of Ordinary Shares which would be issuable upon (i) exercise of the remainingextent necessary, nonexercised portion of this Warrant owned, directly or indirectly, to any warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof or on November 4, 2021 and (ii) exercise on substantially similar terms, with an Exercise Price equal to $18.00 per share, and then to any warrants held by the Holder and/or its Affiliates, originally issued on or conversion of about the unexercised date hereof or nonconverted portion of any other securities of the Company (includingon November 4, without limitation2021 and on substantially similar terms, any other Ordinary Shares Equivalents) subject with an Exercise Price equal to a $15.00 per share. The limitation on conversion exercisability set forth in this Section 2(e) shall apply until the date that is 61 days after the Financing Agreement is terminated and all amounts thereunder are fully paid and discharged or exercise analogous to such earlier date as any required consent or waiver under the limitation contained herein owned, directly or indirectly, by the HolderFinancing Agreement is obtained. The determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the HolderCompany may instruct its transfer agent or warrant agent, in each case subject to the Ownership Limitation, and the Company shall work, together with the Holderas applicable, to verify apply restrictive legends or confirm the accuracy of such determination. No prior inability similar restrictions to exercise or exchange this Warrant pursuant to enforce this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability2(e). For the purposes of this Warrant, “Financing Agreement Threshold” shall mean the acquisition of any securities of the Company by the Holder which would result in the Holder or any “group” (within the meaning of Section 6, all determinations and calculations (including, without limitation, with respect to calculations 13(d)(3) of percentage of holdings and beneficial ownership) shall be determined in accordance with the Israeli Companies Law, 1999 and with the Exchange Act, respectively, and ) of which the rules and regulations promulgated thereunder; Holder is a member owning more than thirty-three percent (33%) of the aggregate outstanding voting power of the Equity Interests (as defined in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5, in determining the number of outstanding shares of Ordinary Shares, a Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (AFinancing Agreement) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm in writing to the Holder the number of shares of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Ordinary Shares was reported. The “Ownership Limitation” shall be 4.99% of the number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this SECTION 5 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this a Warrant, and a Holder shall not have the any right to exercise any portion of this a Warrant, pursuant to this ARTICLE II or otherwise, to the extent that at such time exercise would result in such Holder (together with such Holder’s Affiliates and any other Persons acting as a group together with such Holder or after giving effect any of such Holder’s Affiliates, in each case, to the extent that such issuance after exercise Affiliates and persons acting as set forth on the applicable Notice a group are required to aggregate their beneficial ownership of Exercise, the Holder “holds” or would “hold” (as defined for purposes of the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange ActAttribution Parties”)), directly beneficially owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or indirectlyfor the Affiliate of such Holder that elected such Holder receive Warrants) as its “Initial Beneficial Ownership Limitation” (subject to adjustment under this Section 4.16, in excess of the such Holder’s “Beneficial Ownership Limitation (as defined belowLimitation”). For purposes of this Section 4.16, beneficial ownership and the foregoing sentence, determination of any group status shall be determined in accordance with Section 13(d) of the number of shares of Ordinary Shares held or beneficially owned, directly or indirectly, Exchange Act and the rules and regulations promulgated thereunder (it being acknowledged and understood by the Holder shall include that the number of shares of Ordinary Shares issuable upon exercise of this Warrant Company is not representing to the Holder that such calculation is in compliance with respect to which such determination is being made, but shall exclude the number of shares of Ordinary Shares which would be issuable upon (iSection 13(d) exercise of the remaining, nonexercised portion of this Warrant owned, directly or indirectly, by Exchange Act and that the Holder and (ii) exercise or conversion of is solely responsible for the unexercised or nonconverted portion preparation of any other securities of schedules required to be filed in accordance therewith). To the Company (including, without limitation, any other Ordinary Shares Equivalents) subject extent that the limitations contained in this Section 4.16 apply to a limitation on conversion or exercise analogous to Holder, the limitation contained herein owned, directly or indirectly, by the Holder. The determination of whether this Warrant any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by the such Holder and such Holder) and of which portion of this Warrant is exercisable ’s Attribution Parties, shall be in the sole discretion of the Holder and the submission of a Notice of Exercise shall be deemed to be a determination by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Neither the Company, nor the Warrant Agent shall be required to independently confirm whether any exercise of any Warrant by a Holder would result in each case subject to the violation by such Holder of its applicable Beneficial Ownership Limitation, and instead the Company shall work, together with and the Holder, to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) Agent shall be determined able to rely for all purposes on a Notice of Exercise as such Holder’s determination and confirmation that such exercise set forth therein does not result in accordance with the Israeli Companies Law, 1999 and with the Exchange Act, respectively, and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this SECTION 5, in determining the number of outstanding shares of Ordinary Shares, a Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company setting forth the number of Ordinary Shares outstandingexceeding its Beneficial Ownership Limitation. Upon the written or oral request of a Holder, the Company shall within two Trading (2) Business Days confirm in writing to the such Holder the number of shares of Ordinary Shares Common Stock then outstanding. In any caseA Holder, the number of outstanding Ordinary Shares shall be determined after giving effect upon notice to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Ordinary Shares was reported. The “may increase or decrease its Beneficial Ownership Limitation” shall be 4.99, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Ordinary Shares Common Stock outstanding immediately after giving effect to and the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph Section 4.16 shall be construed and implemented continue to apply. Any change in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or will not be effective until the sixty- first (61st) day after such notice is delivered to make changes or supplements necessary or desirable to properly give effect to such limitationthe Company. The limitations contained in this SECTION 5 paragraph shall apply to a successor holder of any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this WarrantSection 4.16.

Holder’s Exercise Limitations. The Company shall not effect the exercise of any exercise portion of this Warrant, and a the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this ARTICLE II or otherwiseWarrant and any such exercise shall be null and void and treated as if never made, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseexercise, the Holder “holds” or would “hold” together with the other Attribution Parties (as defined for purposes in the Advance Note) collectively would beneficially own in excess of 4.99% (the Israeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(dMaximum Percentage”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, in excess of the Ownership Limitation (as defined below)Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Ordinary Shares held or beneficially owned, directly or indirectly, owned by the Holder and the other Attribution Parties shall include the number of shares Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Ordinary Shares which would be issuable upon (iA) exercise of the remaining, nonexercised unexercised portion of this Warrant owned, directly or indirectly, beneficially owned by the Holder or any of the other Attribution Parties and (iiB) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes, Advance Notes or convertible preferred stock or warrants, including other Ordinary Shares EquivalentsWarrants issued under the Purchase Contract) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein owned, directly or indirectly, by the Holder. The determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, in each case subject to the Ownership Limitation, and the Company shall work, together with the Holder, to verify or confirm the accuracy of such determination. No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any subsequent determination of exercisability or exchangeability2(e). For the purposes of this Section 62(e), all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) ownership shall be determined calculated in accordance with Section 13(d) of the Israeli Companies LawSecurities and Exchange Act of 1934, 1999 and as amended (together with the Exchange Act, respectively, and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern“Exchange Act”). For purposes of this SECTION 5, in determining the number of outstanding shares Ordinary Shares the Holder may acquire upon the exercise of Ordinary Sharesthis Warrant without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Ordinary Shares as reflected in (Ax) the Company’s most recent periodic or annual report filed on Form 20-F, Report on Form 6-K or other public filing with the Commission, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder, if any, for the Reduction Shares. For any reason at any time, upon the written or oral request of a the Holder, the Company shall within two one (1) Trading Days Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which such number of outstanding shares of Ordinary Shares the Reported Outstanding Share Number was reported. The “Ownership Limitation” shall be 4.99% of In the number of shares of Ordinary Shares outstanding immediately after giving effect to event that the issuance of Ordinary Shares issuable to the Holder upon exercise of this WarrantWarrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder, if any, for the Excess Shares. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Provided, however, in the event that the Company’s transfer agent supplies incorrect information to the Holder, the Company shall indemnify the Holder in accordance with the Purchase Contract for any damages sustained by the Holder. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants (as defined in the Purchase Contract) that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 2(e) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Ownership Limitation herein beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this SECTION 5 paragraph may not be waived and shall apply to a successor holder of this Warrant.