Common use of Experience Clause in Contracts

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Such Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in and is making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and and/or comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser Shares and has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the such Purchaser is acquiring the number of Shares in the ordinary course of its business and set forth on such Purchaser’s signature page attached hereto for its own account account, solely for investment only and with no present intention of distributing to distribute any of such Shares or any and is subject to no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3)Shares; (iviii) the such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations Regulations”) and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (viv) the such Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon such Purchaser’s signature page attached hereto, relied solely upon the representations and warranties of the Company contained hereinin this Agreement; (viv) the such Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (viivi) the such Purchaser is either a “qualified institutional buyer” as defined by Rule 144A promulgated under the Securities Act or an institutional “accredited investor” within the meaning of as defined by Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Purchased Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Purchased Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of the Purchased Shares set forth below such Purchaser’s name on the signature page of this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Purchased Shares or any arrangement or understanding with any other persons regarding the distribution of such Purchased Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Resale Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations”), or, other than with respect to any claims arising out of a breach of this representation and warranty, the each Purchaser’s right to indemnification under Section 7.34.6); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Purchased Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Purchased Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (viv) the Purchaser has, in connection with its decision to purchase the number of Purchased Shares set forth in Section 2 abovebelow such Purchaser’s name on the signature page of this Agreement, relied solely upon the representations and warranties of the Company contained herein; and (viv) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the SharesShares and has requested, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to requestreceived, receive, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.37); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (viv) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; (viv) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (viivi) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, and in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company and and/or comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on Securities and has reviewed carefully the Purchaser’s own financial circumstances; (ii) information in the Purchaser Memorandum and has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationSecurities; (iiiii) the Purchaser is acquiring the number of Shares and Warrants set forth on the signature pages hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any Securities and subject to no arrangement or understanding with any other persons regarding the distribution of such Shares Securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or otherwise in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the PurchaserSecurities, except in compliance with the Securities Act and the Rules and Regulations and Regulations, any applicable state securities laws and Section 5.10 hereof; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israelthe date hereof and will be true and correct as of the effective date of the Registration Statement and the Purchaser will promptly notify the Company of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities, if applicableConversion Shares, Warrant Shares and Condition Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 aboveon the signature pages hereto, relied solely upon the Memorandum and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, and in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Purchased Shares, the Warrant Shares and the shares of Common Stock that are covered by the Option Agreement (the “Option Shares”), including investments in securities issued by the Company and and/or comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Purchased Shares, based on the Purchaser’s own financial circumstances; (ii) Warrant Shares and the Purchaser Option Shares and has reviewed carefully the information in the Memorandum and has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares, the Warrant Shares and to ask questions of, and receive answers from, the Company concerning such informationOption Shares; (iiiii) the Purchaser is acquiring the number of Shares set forth on the signature pages hereto, the Retained Warrants and the Option in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Retained Warrants, Warrant Shares, Option or Option Shares or any and subject to no arrangement or understanding with any other persons regarding the distribution of such Shares, Retained Warrants, Warrant Shares, Option or Option Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or otherwise in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Purchased Shares, nor will Retained Warrants, Warrant Shares, the Purchaser engage in any short sale that results in a disposition of any of Option or the Shares by the PurchaserOption Shares, except in compliance with the Securities Act and the Rules and Regulations and Regulations, any applicable state securities laws and Section 5.10 hereof; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israelthe date hereof and will be true and correct as of the effective date of the Registration Statement and the Purchaser will promptly notify the Company of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Purchased Shares, if applicableWarrant Shares and Option Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon the signature pages hereto and the Option, relied solely upon the Memorandum and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesShares and the Warrants, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on Shares and the Purchaser’s own financial circumstancesWarrants; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of Shares and Warrants set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or Warrants or any arrangement or understanding with any other persons regarding the distribution of such Shares or Warrants (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Resale Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations”), or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesShares or the Warrants, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares or the Warrants by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Resale Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Resale Registration Statement, and the answers thereto are true and correct as of Israel, if applicablethe date hereof and will be true and correct as of the effective date of the Resale Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Resale Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Warrants or until the Company is no longer required to keep the Resale Registration Statement effective; (v) any other written information furnished to the Company by or on behalf of the Purchaser expressly for inclusion in the Resale Registration Statement will be true and correct as of the date such other written information is provided and will be true and correct as of the effective date of the Resale Registration Statement and the Purchaser will notify the Company immediately of any material change in any such other written information until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Resale Registration Statement effective; (vi) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; and (vivii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesCapital Securities, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on Capital Securities and has reviewed carefully the Purchaser’s own financial circumstances; (ii) information provided by the Company to the Purchaser in connection with this Agreement and the purchase of the Capital Securities hereunder, and has had the opportunity to requestrequested, receivereceived, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationCapital Securities; (iiiii) the Purchaser is acquiring the Shares Capital Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares the Capital Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares Capital Securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement a registration statement or in compliance with the Securities Act and the rules and regulations promulgated thereunder (the “Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3”)); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesCapital Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares Capital Securities by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (viiiv) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Such Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the SharesShares and has reviewed carefully the Private Placement Memorandum and has requested, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to requestreceived, receive, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares Shares, including all information it deems relevant as the intended use of proceeds and to ask questions of, and receive answers from, resulting impact on the Company concerning such informationCompany; (iiiii) the Purchaser is acquiring up to the number of Shares set forth in Schedule I in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares the Shares, or Conversion Shares, or any arrangement or understanding with any other persons regarding the distribution of such Shares, or Conversion Shares (it being understood and agreed that this representation and warranty does not limiting limit the Purchaser’s right rights to sell or otherwise transfer shares pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations or to transfer Shares to its partners or members in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, or Conversion Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares, or Conversion Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed, including or will complete or cause to be completed promptly after the laws date hereof but in any event within fifteen (15) days after the date hereof, the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the State Registration Statement, and the answers thereto are or will be true and correct as of Israelthe date it is so completed, if applicableand will be confirmed promptly by the Purchaser on written request of the Company (failure of the Purchaser to respond within two business days of receipt to be taken as confirmation); (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveSchedule I, relied solely upon the Private Placement Memorandum and the representations and warranties of the Company contained hereinherein and the Purchaser’s own investigation of the Company (including the intended use of proceeds and resulting impact on the Company); (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is one of (A) an “institutional “accredited investor” within the meaning as defined in clauses (1), (2), (3), (4), (7) and (8) of Rule 501(a) of Regulation D promulgated under the Securities Act, (B) an “accredited investor” that is also a direct or indirect investor in Holdings or (C) an “accredited investor” who is also a director or executive officer of the Company.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, and in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares and the shares of Common Stock that are covered by the Option Agreement (the “Option Shares”), including investments in securities issued by the Company and and/or comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on Shares and the Purchaser’s own financial circumstances; (ii) Option Shares and has reviewed carefully the Purchaser information in the Memorandum and has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationOption Shares; (iiiii) the Purchaser is acquiring the number of Shares set forth on the signature pages hereto and the Option in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares, Option or Option Shares or any and subject to no arrangement or understanding with any other persons regarding the distribution of such Shares, Option or Option Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or otherwise in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of Option or the Shares by the PurchaserOption Shares, except in compliance with the Securities Act and the Rules and Regulations and Regulations, any applicable state securities laws and Section 5.10 hereof; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israel, if applicablethe date hereof and will be true and correct as of the effective date of the Registration Statement and the Purchaser will promptly notify the Company of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Option Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon the signature pages hereto and the Option, relied solely upon the Memorandum and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Further Additional Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on Further Additional Shares and has reviewed carefully the Purchaser’s own financial circumstances; (ii) information provided by the Company to the Purchaser in connection with this Agreement and the purchase of the Further Additional Shares hereunder, and has had the opportunity to requestrequested, receivereceived, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationFurther Additional Shares; (iiiii) the Purchaser is acquiring the Further Additional Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such the Further Additional Shares or any arrangement or understanding with any other persons regarding the distribution of such Further Additional Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement a registration statement or in compliance with the Securities Act and the rules and regulations promulgated thereunder (the “Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3”)); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Further Additional Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Further Additional Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (viiiv) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares securities representing an investment decision like that involved in the purchase of the Shares, including including, without limitation, investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares in the ordinary course of its business and hereunder for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons Persons regarding the distribution of such Shares (provided that this representation and warranty clause (iii) shall not limiting limit the Purchaser’s right to sell resell the Shares pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warrantyclause (iii), the Purchaser’s right to indemnification under Section 7.3the Investor Rights Agreement); (iv) subject to Section 6, the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of Transfer (as defined in Section 6) (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) Transfer any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition Transfer of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has, will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties resales of the Company contained hereinShares pursuant to the Registration Statement or with the applicable requirements of any exemption from the Securities Act; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; them but has not relied on any communication or recommendation from any representative of the Company and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated 501 under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the SharesShares and has reviewed carefully the Investor Presentation and has requested, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to requestreceived, receive, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the number of Shares set forth on the signature page attached hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.37.8); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israel, if applicablethe date hereof and will be true and correct as of the effective date of the Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon the signature page attached hereto, relied solely upon the Investor Presentation and the representations and warranties of the Company contained hereinherein has not relied on the Placement Agent or on any statements or other information provided by the Placement Agent concerning the Company or the terms of this offering; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of is, and at the Company and ask questions of them; and (vii) time the Purchaser is was offered the Shares was, an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including including, without limitation, investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the SharesShares and has reviewed carefully the Private Placement Memorandum, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons Persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell resell the Shares pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledgepledge (other than pledges in connection with bona fide margin accounts), transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge ofof (other than pledges in connection with bona fide margin accounts)) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including laws as currently interpreted on the laws of the State of Israel, if applicabledate hereof; (v) the Purchaser will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with resales of the Shares pursuant to the Registration Statement or with the applicable requirements of any exemption from the Securities Act; (vi) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement, unless the Purchaser notifies the Company otherwise, and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (vii) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the SEC Documents, the Private Placement Memorandum and the representations and warranties of the Company contained herein, and the Purchaser has not relied on the Placement Agent in negotiating the terms of its investment in the Shares and, in making a decision to purchase the Shares, the Purchaser has not received or relied on any communication, investment advice or recommendation from the Placement Agent; (viviii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; them but has not relied on any communication (other than the Private Placement Memorandum) or recommendation from any representative of the Company and (viiix) the Purchaser is an institutional “accredited investor” (an “Accredited Investor”) within the meaning of Rule 501(a) of Regulation D promulgated 501 under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); Regulations (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) The Purchaser understands that nothing in this Agreement or any other materials presented to it in connection with the purchase and sale of the Shares, constitutes legal, tax or investment advice. The Purchaser hashas consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained hereinShares; and (vi) the The Purchaser has had an opportunity to discuss this investment with representatives is located outside of the Company United States (the “U.S”) and ask questions is not a U.S. Person (as that term is defined in Regulation S of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act) and is not acquiring the Shares for the account or benefit of a U.S. Person.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company Company, has reviewed carefully the Company’s filings with the SEC and comparable entitieshas requested, received, reviewed and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the Purchaser is acquiring the Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, Shares nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the PurchaserShares, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israel, if applicablethe date hereof and will be true and correct as of the effective date of the Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Company’s filings with the SEC and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of themthem and has had the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesShares and the Warrants, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on Shares and the Purchaser’s own financial circumstancesWarrants; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of Shares and the Warrants set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares and the Warrants or any arrangement or understanding with any other persons regarding the distribution of such Shares or Warrants (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Resale Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations”), or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.34.2); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesShares or the Warrants, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares or the Warrants by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Resale Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Resale Registration Statement, and the answers thereto are true and correct in all material respects as of Israelthe date hereof and will be true and correct in all material respects as of the effective date of the Resale Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Resale Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Warrants or until the Company is no longer required to keep the Resale Registration Statement effective; provided, if applicablethat the Purchaser shall not be required to update the number of securities held by such Purchaser (v) any other written information furnished to the Company by or on behalf of the Purchaser expressly for inclusion in the Resale Registration Statement will be true and correct in all material respects as of the date such other written information is provided and will be true and correct as of the effective date of the Resale Registration Statement and the Purchaser will notify the Company immediately of any material change in any such other written information until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Resale Registration Statement effective; (vvi) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; and (vivii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3)Shares; (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveShares, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein; (viv) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; them and (viivi) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. To Purchaser’s actual knowledge (without any, or duty to conduct an, investigation), as of the date hereof and as of the Closing Date (A) Purchaser is not an affiliate of any entity or person that has any material business relationship with the Company, and (B) no such person or entity having a material business relationship with the Company is the beneficial owner of the Shares being purchased hereunder within the meaning of Section 13D of the Exchange Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in and is making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and and/or comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser Shares and has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the Purchaser is acquiring the number of Shares set forth on the signature pages hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any and subject to no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3)Shares; (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules rules and Regulations regulations thereunder, and any applicable state and foreign securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (viv) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon the signature pages hereto, relied solely upon the representations and warranties of the Company contained hereinin this Agreement; (viv) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (viivi) the Purchaser meets the monetary threshold requirements of a “Qualified Institutional Buyer”, as such term is an institutional “accredited investor” within the meaning of defined in Rule 501(a) of Regulation D 144A promulgated under the Securities ActAct (for the avoidance of doubt, the Purchaser is not a “Qualified Institutional Buyer”).

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the SharesShares and has reviewed carefully the Company’s SEC Filings and has requested, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to requestreceived, receive, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the Purchaser is acquiring the number of Shares set forth on the signature page attached hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israelthe date hereof and will be true and correct as of the filing date of the Registration Statement and the Purchaser will, if applicableupon due inquiry from the Company, notify the Company of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon the signature page attached hereto, relied solely upon the Company’s SEC Filings, including the documents incorporated by reference therein, and the representations and warranties of the Company contained herein, and has not relied on the Placement Agent or on any statements or other information provided by the Placement Agent concerning the Company or the terms of this offering; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the SharesSecurities, based on the Purchaser’s 's own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares Securities and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of Shares and Warrants set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares Securities (this representation and warranty not limiting the Purchaser’s 's right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s 's right to indemnification under Section 7.3); (iv) the Purchaser will not, not directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesSecurities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares Securities by the Purchaser, except in compliance with current interpretation of the Securities Act and the Rules and Regulations and any applicable state securities or “"blue sky” " laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of APPENDIX I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof, and will be true and correct as of the effective date of the Registration Statement; the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective; (vi) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 above, relied solely upon the SEC Documents and the representations and warranties of the Company contained herein, and the Purchaser has not relied on the Placement Agent in negotiating the terms of its investment in the Securities and, in making a decision to purchase the Securities, the Purchaser has not received or relied on any communication, investment advice or recommendation from the Placement Agent; (vivii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (viiviii) the Purchaser is an institutional “"accredited investor” " within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; and (ix) if the Purchaser is an Israeli resident or if the Purchaser received an offer to purchase the Securities in Israel, it is an "investor" within the meaning of the First Addendum to the Israeli Securities Law, 5728-1968.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesWarrant, including investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the SharesWarrant, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares Warrant and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares Warrant in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such the Warrant or the Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such the Warrant or the Warrant Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement (as such term is defined in Section 7 below) or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iv) the Purchaser understands that the Warrant and the Warrant Shares are "restricted securities" and that it will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Warrant or any Warrant Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Warrant or any Warrant Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveWarrant and any Warrant Shares, relied solely upon the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Each Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the each Purchaser is acquiring the number of Shares set forth beside its name in the ordinary course of its business and Section 2 above for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons Person regarding the distribution of such Shares (this representation and warranty not limiting the such Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules rules and Regulationsregulations of the Commission promulgated thereunder, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the each Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the such Purchaser engage in any short sale that results in a disposition of any of the Shares by the such Purchaser, except in compliance with the Securities Act and the Rules rules and Regulations regulations of the Commission promulgated thereunder and any applicable state securities or “blue sky” laws, including ; (iv) each Purchaser will comply with the laws prospectus delivery requirements of the State Securities Act as applicable to it in connection with sales of Israel, if applicablethe Shares pursuant to the Registration Statement or with the applicable requirements of any exemption from the Securities Act; (v) each Purchaser has completed or caused to be completed the Purchaser hasRegistration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveall material respects, relied solely upon the representations and warranties as of the date hereof and will be true and correct, in all material respects, as of the effective date of the Registration Statement and such Purchaser will notify the Company contained hereinimmediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as such Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the each Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Purchased Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Purchased Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of the Purchased Shares set forth next to the Purchaser’s name on Exhibit A of this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Purchased Shares in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such Purchased Shares in violation of the Securities Act (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations”), or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.34.6); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (viii) the Purchaser has, in connection with its decision to purchase the number of Purchased Shares set forth in Section 2 aboveon Exhibit A, relied solely upon its own independent due diligence of the Company and solely upon the representations and warranties of the Company expressly contained hereinherein and the SEC Documents; and (viiv) the Purchaser has received such information as it deems necessary to make an investment decision with respect to the Purchased Shares and has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the SharesShares and has requested, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to requestreceived, receive, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares Shares; (this representation and warranty not limiting iii) the Purchaser’s right Purchaser has completed or caused to sell pursuant to be completed the Registration Statement or Questionnaire attached hereto as part of Appendix I, for use in compliance with preparation of the Securities Act registration statement on Form S-3 registering the Shares for resale by the Purchaser (“Registration Statement”), and the Rules answers thereto are true and Regulations, or, other than with respect correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to any claims arising out of a breach of this representation and warranty, keep the Purchaser’s right to indemnification under Section 7.3)Registration Statement effective; (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; (viv) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (viivi) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, satisfying the requirements set forth on Schedule A hereto, and is acquiring the Shares only for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A hereto following the signature page hereto); (vii) the Purchaser is an institutional account as defined in FINRA Rule 4512(c); and (ix) the Purchaser is not an entity formed for the specific purpose of acquiring the Shares.

Experience. (ia) The Purchaser Investor is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the SharesShares and has requested, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to requestreceived, receive, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiib) the Purchaser Investor is acquiring the number of Shares set forth on such Investor’s signature page to this Agreement above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the PurchaserInvestor’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules rules and Regulationsregulations promulgated thereunder, or, other than with respect to any claims arising out of a breach of this representation and warranty, the PurchaserInvestor’s right to indemnification under Section 7.38.3); (ivc) the Purchaser Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules rules and Regulations regulations promulgated thereunder and any applicable state securities laws; (d) the Investor has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Exhibit A, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israel, if applicablethe date hereof and will be true and correct as of the effective date of the Registration Statement and the Investor will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (ve) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; (vi) the Purchaser Investor has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; them and (viif) the Purchaser Investor is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesPurchased Shares and Pre-Funded Warrants, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on the Purchaser’s own financial circumstancesPurchased Shares and Pre-Funded Warrants; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of the Purchased Shares and Pre-Funded Warrants set forth below the Purchaser’s name on the signature page of this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Purchased Shares or Pre-Funded Warrants in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such Purchased Shares or Pre-Funded Warrants in violation of the Securities Act (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations”), or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.34.6); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (viii) the Purchaser has, in connection with its decision to purchase the number of Purchased Shares and Pre-Funded Warrants set forth in Section 2 abovebelow the Purchaser’s name on the signature page of this Agreement, relied solely upon its own independent due diligence of the Company and solely upon the representations and warranties of the Company expressly contained herein; and (viiv) the Purchaser has received such information as it deems necessary to make an investment decision with respect to the Purchased Shares and Pre-Funded Warrants and has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesUnits, including investments in securities issued by the Company Company, has reviewed carefully the Private Placement Memorandum and comparable entitieshas requested, received, reviewed and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationUnits; (iiiii) the Purchaser is acquiring the Shares Units set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesUnits or securities underlying the Units, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares Units or securities underlying the Units by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israel, if applicablethe date hereof and will be true and correct as of the effective date of the Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Units set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included therein or incorporated by reference and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of themthem and has had the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The the Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that of the type involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, has reviewed the Private Placement Memorandum, and the Purchaser has undertaken an independent analysis of the merits requested, received, reviewed and the risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act, the Exchange Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israelthe date hereof and will be true and correct as of the effective date of the Registration Statement, and the Purchaser will notify the Company promptly if applicableany material change in any such information provided in the Registration Statement Questionnaire occurs until such time as the Purchaser has sold all of its Shares; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included or incorporated by reference therein and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including including, without limitation, investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the SharesShares and has reviewed carefully the Private Placement Memorandum, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of Shares set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons Persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell resell the Shares pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledgepledge (other than pledges in connection with bona fide margin accounts), transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge ofof (other than pledges in connection with bona fide margin accounts)) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including laws as currently interpreted on the laws of the State of Israel, if applicabledate hereof; (v) the Purchaser will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with resales of the Shares pursuant to the Registration Statement or with the applicable requirements of any exemption from the Securities Act; (vi) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement (the “Effective Date”), unless the Purchaser notifies the Company otherwise, and the Purchaser agrees to update the information set forth in the Registration Statement Questionnaire upon the reasonable request of the Company and to notify the Company immediately of any material change in the information provided in the Registration Statement Questionnaire, other than a material change in the number of Shares held by the Purchaser, until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (vii) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the SEC Documents, the Private Placement Memorandum and the representations and warranties of the Company contained herein, and the Purchaser has not relied on the Placement Agent in negotiating the terms of its investment in the Shares and, in making a decision to purchase the Shares, the Purchaser has not received or relied on any communication, investment advice or recommendation from the Placement Agent; (viviii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; them but has not relied on any communication (other than the Private Placement Memorandum) or recommendation from any representative of the Company and (viiix) the Purchaser is an institutional investor that is an “institutional accredited investor” (an “Accredited Investor”) within the meaning of Rule 501(a501(a)(1), (2), (3) of Regulation D promulgated or (7) under the Securities Act, as modified by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173).

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the SharesShares and has reviewed carefully the Private Placement Memorandum and has requested, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to requestreceived, receive, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the Purchaser is acquiring the number of Shares set forth on the signature page attached hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israel, if applicablethe date hereof and will be true and correct as of the effective date of the Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveon the signature page attached hereto, relied solely upon the Private Placement Memorandum, including the documents incorporated by reference therein, and the representations and warranties of the Company contained hereinherein has not relied on the Placement Agent or on any statements or other information provided by the Placement Agent concerning the Company or the terms of this offering; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser Securities and has had the opportunity to requestreview the Private Placement Memorandum and has requested, receivereceived, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationSecurities; (iiiii) the Purchaser is acquiring the Shares number of Securities set forth on the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares Securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement Statements or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesSecurities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares Securities by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and Regulations, any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statements, and the answers thereto are true and correct as of Israel, if applicablethe date hereof and will be true and correct as of the effective date of each Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares Securities set forth in Section 2 aboveon the signature page hereto, relied solely upon the Private Placement Memorandum and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on the Purchaser’s own financial circumstancesSecurities; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons Persons regarding the distribution of such Shares any Securities (this representation and warranty does not limiting limit the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3”)); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesSecurities, nor will the Purchaser engage in any short sale Short Sale (as defined below) that results in a disposition of any of the Shares Securities by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; and (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; (viiv) the Purchaser has had received all documents requested by the Purchaser, if any, and has carefully reviewed such documents and understands the information contained therein, prior to the execution of this Agreement. If other than an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) individual, the Purchaser is an institutional “accredited investor” within also represents it has not been organized solely for the meaning purpose of Rule 501(a) of Regulation D promulgated under acquiring the Securities ActSecurities.

Experience. (i) The Such Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, matters in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company and comparable entities, entities and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on the Purchaser’s own financial circumstancesSecurities; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares any Securities (this representation and warranty does not limiting the limit such Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3”)); (iviii) the such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesSecurities, nor will the such Purchaser engage in any short sale Short Sale (as defined below) that results in a disposition of any of the Shares Securities by the such Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) at the Closing Date, such Purchaser has completed or “blue sky” lawscaused to be completed the Resale Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State registration statement to be filed pursuant to the Registration Rights Agreement (the “Resale Registration Statement”), and the answers thereto are true and correct in all material respects as of Israelthe Closing Date and such Purchaser will notify the Company immediately of any material change in any such information provided in the Resale Registration Statement Questionnaire until such time as such Purchaser has sold all of its Warrant Shares, if applicableany, or until the Company is no longer required to keep the Resale Registration Statement effective; provided, that such Purchaser shall not be required to update the number of securities held by such Purchaser; (v) any other written information furnished to the Company by or on behalf of such Purchaser has, expressly for inclusion in connection with its decision to purchase the number of Shares set forth Resale Registration Statement will be true and correct in Section 2 above, relied solely upon the representations and warranties all material respects as of the date such other written information is provided and such Purchaser will notify the Company contained hereinimmediately of any material change in any such other written information until such time as such Purchaser has sold all of its Warrant Shares, if any, or until the Company is no longer required to keep the Resale Registration Statement effective; and (vi) the such Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Purchased Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Purchased Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of the Purchased Shares set forth below the Purchaser’s name on the signature page of this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Purchased Shares in violation of the Securities Act or any arrangement or understanding with any other persons regarding the distribution of such Purchased Shares in violation of the Securities Act (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Resale Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations”), or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.34.6); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (viii) the Purchaser has, in connection with its decision to purchase the number of Purchased Shares set forth in Section 2 abovebelow the Purchaser’s name on the signature page of this Agreement, relied solely upon its own independent due diligence of the Company and solely upon the representations and warranties of the Company expressly contained herein; and (viiv) the Purchaser has received such information as it deems necessary to make an investment decision with respect to the Purchased Shares and has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser Such Buyer is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesPurchased ADSs and the Purchased Warrants, including including, without limitation, investments in securities issued by the Company and comparable entities, and the Purchaser such Buyer has undertaken an independent analysis of the merits and the risks of an investment in the SharesPurchased ADSs and the Purchased Warrants, based on the Purchasersuch Buyer’s own financial circumstances; (ii) the Purchaser such Buyer has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares Purchased ADSs and the Purchased Warrants and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser Buyer has, in connection with its decision to purchase the number of Shares the Purchased ADSs and the Purchased Warrants as set forth in Section 2 aboveon such Buyer’s signature page hereto, relied solely upon all reports, schedules, forms, statements and other documents required to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”), and the representations and warranties of the Company contained herein, and such Buyer has not relied on the Placement Agent in negotiating the terms of its investment in the Purchased ADSs and the Purchased Warrants and, in making a decision to purchase the Purchased ADSs and the Purchased Warrants, and such Buyer has not received or relied on any communication, investment advice or recommendation from the Placement Agent; (viiv) the Purchaser such Buyer has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; , but has not relied on any communication or recommendation from any representative of the Company and (viiv) the Purchaser such Buyer is an institutional investor that is an “institutional accredited investor” (an “Accredited Investor”) within the meaning of Rule 501(a501(a)(1), (2), (3) of Regulation D promulgated or (7) under the 1933 Act, as modified by the Dxxx Xxxxx Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173), and (vi) such Buyer is able to bear the economic is able to bear the economic risk of an investment in the Securities Actand has an adequate income independent of any income produced from an investment in the Securities and has sufficient net worth to sustain a loss of all of its investment in the Securities without economic hardship if such a loss should occur.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the SharesShares and has reviewed carefully the Private Placement Memorandum, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including laws as currently interpreted on the laws of the State of Israel, if applicabledate hereof; (v) the Purchaser will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of the Shares pursuant to the Registration Statement or with the applicable requirements of any exemption from the Securities Act; (vi) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement, unless the Purchaser notifies the Company otherwise, and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (vii) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the representations and warranties of the Company contained herein, and the Purchaser has not relied on the Placement Agents in negotiating the terms of its investment in the Shares and, in making a decision to purchase the Shares, the Purchaser has not received or relied on any communication, investment advice or recommendation from the Placement Agents; (viviii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; them but has not relied on any communication (other than the Private Placement Memorandum) or recommendation from any representative of the Company and (viiix) the Purchaser is [a “qualified institutional buyer (a “QIB”) within the meaning of Rule 144A under the Securities Act] [an institutional “accredited investor” investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities ActAct (an “Accredited Investor”)].

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business mattersmaters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on including a complete loss of its investment, and has reviewed carefully the Purchaser’s own financial circumstances; (ii) the Purchaser Private Placement Memorandum, including exhibits thereto, and has had the opportunity to requestrequested, receivereceived, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationShares; (iiiii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement (hereinafter defined) or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act, Exchange Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Registration Statement, and the answers thereto are true and correct as of Israel, if applicablethe date hereof and will be true and correct as of the effective date of the Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Private Placement Memorandum and the documents included or incorporated by reference therein and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; them and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a501(a)(1),(2),(3) or (7) of Regulation D promulgated under the Securities Act.

Experience. (i) The Such Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesSecurities, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on the Purchaser’s own financial circumstancesSecurities; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares Securities in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares Securities or any arrangement or understanding with any other persons regarding the distribution of such Shares any Securities (this representation and warranty does not limiting the limit such Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3”); (iviii) the such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesSecurities, nor will the such Purchaser engage in any short sale Short Sale (as defined below) that results in a disposition of any of the Shares Securities by the such Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) at the Closing Date, such Purchaser has completed or “blue sky” lawscaused to be completed the Resale Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State registration statement to be filed pursuant to the Registration Rights Agreement (the “Resale Registration Statement”), and the answers thereto are true and correct in all material respects as of Israelthe Closing Date and such Purchaser will notify the Company immediately of any material change in any such information provided in the Resale Registration Statement Questionnaire until such time as such Purchaser has sold all of its Warrant Shares and Option Warrant Shares, if applicableany, or until the Company is no longer required to keep the Resale Registration Statement effective; provided, that such Purchaser shall not be required to update the number of securities held by such Purchaser; (v) any other written information furnished to the Company by or on behalf of such Purchaser has, expressly for inclusion in connection with its decision to purchase the number of Shares set forth Resale Registration Statement will be true and correct in Section 2 above, relied solely upon the representations and warranties all material respects as of the date such other written information is provided and such Purchaser will notify the Company contained hereinimmediately of any material change in any such other written information until such time as such Purchaser has sold all of its Warrant Shares an Option Warrant Shares, if any, or until the Company is no longer required to keep the Resale Registration Statement effective; and (vi) the such Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the The Purchaser is acquiring the number of Shares set forth beside its name in the ordinary course of its business and Section 2 above for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons Person regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement or in compliance with the Securities Act and the Rules rules and Regulationsregulations of the Commission promulgated thereunder, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.38.3); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules rules and Regulations regulations of the Commission promulgated thereunder and any applicable state securities or “blue sky” laws, including ; (iv) the laws Purchaser will comply with the prospectus delivery requirements of the State Securities Act as applicable to it in connection with sales of Israel, if applicablethe Shares pursuant to the Registration Statement or with the applicable requirements of any exemption from the Securities Act; (v) the Purchaser hashas completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct, in connection with its decision to purchase the number of Shares set forth in Section 2 aboveall material respects, relied solely upon the representations and warranties as of the date hereof and will be true and correct, in all material respects, as of the effective date of the Registration Statement and the Purchaser will notify the Company contained hereinimmediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Further Additional Shares, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on Further Additional Shares and has reviewed carefully the Purchaser’s own financial circumstances; (ii) information provided by the Company to the Purchaser in connection with this Agreement and the purchase of the Further Additional Shares hereunder, and has had the opportunity to requestrequested, receivereceived, review reviewed and consider considered all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such informationFurther Additional Shares; (iiiii) the Purchaser is acquiring the Further Additional Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such the Further Additional Shares or any arrangement or understanding with any other persons regarding the distribution of such Further Additional Shares (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statement a registration statement or in compliance with the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3")); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Further Additional Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Further Additional Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (viiiv) the Purchaser is an institutional “"accredited investor” " within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesShares and the Warrants, including investments in securities issued by the Company and comparable entities, and has the Purchaser has undertaken an independent analysis of ability to bear the merits and the economic risks of an investment in the Shares, based on Shares and the Purchaser’s own financial circumstancesWarrants; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the number of Shares and the Warrants set forth in Section 1.1 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares and the Warrants or any arrangement or understanding with any other persons regarding the distribution of such Shares or Warrants (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Resale Registration Statement or in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations”), or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.33.2); (iviii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the SharesShares or the Warrants, nor will the Purchaser engage in any short sale Short Sale (as defined below) that results in a disposition of any of the Shares or the Warrants by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (iv) the Purchaser has completed or “blue sky” lawscaused to be completed the Resale Registration Statement Questionnaire attached hereto as part of Appendix I, including the laws for use in preparation of the State Resale Registration Statement, and the answers thereto are true and correct in all material respects as of Israelthe date hereof and will be true and correct in all material respects as of the effective date of the Resale Registration Statement and the Purchaser will notify the Company immediately of any material change in any such information provided in the Resale Registration Statement Questionnaire until such time as the Purchaser has sold all of its Shares and Warrants or until the Company is no longer required to keep the Resale Registration Statement effective; provided, if applicablethat the Purchaser shall not be required to update the number of securities held by such Purchaser; (v) any other written information furnished to the Company by or on behalf of the Purchaser expressly for inclusion in the Resale Registration Statement will be true and correct in all material respects as of the date such other written information is provided and will be true and correct as of the effective date of the Resale Registration Statement and the Purchaser will notify the Company immediately of any material change in any such other written information until such time as the Purchaser has sold all of its Securities or until the Company is no longer required to keep the Resale Registration Statement effective; (vi) the Purchaser has, in connection with its decision to purchase the number of Shares and Warrants set forth in Section 2 1.1 above, relied solely upon the representations and warranties of the Company contained herein; and (vivii) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an institutional “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Experience. (i) The Purchaser Such Buyer is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the SharesPurchased Shares and the Warrants, including including, without limitation, investments in securities issued by the Company and comparable entities, and the Purchaser such Buyer has undertaken an independent analysis of the merits and the risks of an investment in the SharesPurchased Shares and the Warrants, based on the Purchasersuch Buyer’s own financial circumstances; (ii) the Purchaser such Buyer has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Purchased Shares and the Warrants and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser such Buyer is acquiring the number of the Purchased Shares and the Warrants set forth on the Schedule of Buyers hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such the Purchased Shares and the Warrants or any arrangement or understanding with any other persons Persons regarding the distribution of such the Purchased Shares and the Warrants (this representation and warranty not limiting the Purchasersuch Buyer’s right to sell pursuant to resell the Registration Statement or Purchased Shares and the Warrants in compliance with the Securities Act and the Rules and Regulations), or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iv) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Purchaser engage in any short sale that results in a disposition of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities or “blue sky” laws, including the laws of the State of Israel, if applicable; (v) the Purchaser such Buyer has, in connection with its decision to purchase the number of the Purchased Shares and the Warrants set forth in Section 2 abovethe Schedule of Buyers, relied solely upon the SEC Documents (as defined below), and the representations and warranties of the Company contained herein, and such Buyer has not relied on the Placement Agent in negotiating the terms of its investment in the Purchased Shares and the Warrants and, in making a decision to purchase the Purchased Shares and the Warrants, and such Buyer has not received or relied on any communication, investment advice or recommendation from the Placement Agent; (viv) the Purchaser such Buyer has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; them but has not relied on any communication or recommendation from any representative of the Company and (viivi) the Purchaser such Buyer is an institutional investor that is an “institutional accredited investor” (an “Accredited Investor”) within the meaning of Rule 501(a501(a)(1), (2), (3) of Regulation D promulgated or (7) under the Securities Act, as modified by the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173).