evidencing an obligation for borrowed money,
or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which
any of the properties or assets of the Company is subject, 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 Company. The Company is not in violation of any term or provision of its Charter or by-laws,
or in material violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental
Power; Licenses; Consents.
of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses,
certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct
its business purpose as described in the Prospectus, except where the failure to have any such authorization, approval, order,
license, certificate or permit would not have a Material Adverse Effect.
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry
out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith
have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required
for the valid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated
by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except
with respect to applicable Israeli securities laws, federal and state securities laws and the rules and regulations of the Financial
Industry Regulatory Authority, Inc. (“FINRA”).
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation
or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the
Company’s knowledge, any executive officer or director (in their capacity as such) which is required to be disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the listing of the Public Securities
on the NasdaqCM and on the Tel Aviv Stock Exchange that has not been disclosed.
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under
the laws of the State of Israel as of the date hereof, and is duly qualified to do business and is in good standing in each other
jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the
failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Effect.