and (z) as such enforceability may be limited
by the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’
rights. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s
knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the
lapse of time or the giving of notice, or both, would constitute a default thereunder except for any such default that would not
have a material adverse effect on the business, properties, operations, condition (financial or otherwise) or results of operations
of the Company taken as a whole, or in its ability to perform its obligations under this Agreement (a “Material Adverse
Effect”). Performance by the Company of the material provisions of such agreements or instruments will not result in
a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic
or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”),
including, without limitation, those relating to environmental laws and regulations except for any such violation that would not
have a Material Adverse Effect.
After Dates in Registration Statement.
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (a) the Company has not incurred
any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary
course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to
its capital stock, (c) there has not been any change in the capital stock of the Company (other than a change in the number of
outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or the issuance
of restricted stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof
in the ordinary course of business), (d) there has not been any material change in the Company’s long-term or short-term
debt, and (e) there has not been the occurrence of any Material Adverse Effect.
in Commission Filings. Since January 1, 2016, the Company has made all filings with the Commission required under
the Exchange Act.
Accountants. To the knowledge of the Company, Kesselman & Kesselman, Certified Public Accountants (Isr.), a
member of PricewaterhouseCoopers International Limited, independent registered public accounting firm (the “Auditor”),
whose report is filed with the Commission as part of the Registration Statement, is an independent registered public accounting
firm as required by the Securities Act and the Regulations and the Public Company Accounting Oversight Board. The Auditor has not,
during the periods covered by the financial statements included in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
Statements, etc. The financial statements included in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, including the notes thereto and