by the Company hereunder are not subject to any tax imposed
by the State of Israel or any political subdivision thereof.
2A.6 Without limiting the generality
of the foregoing, the Company and its Subsidiaries are in compliance in all material respects with the labor and employment laws
and collective bargaining agreements and extension orders applicable to their employees in the State of Israel.
2A.7 The Company has not engaged in any
form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law 5728-1968, as amended,
and the regulations promulgated thereunder (collectively, the “Israeli Securities Law”) in connection with the
transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws
of the State of Israel.
2A.8 Neither the Company nor any of its
properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
2A.9 The Company has duly designated
Vcorp Agent Services, Inc. as its authorized agent to receive service of process as set forth in Section 9.6 below.
2A.10 Subject to the conditions, exceptions
and qualifications set forth in the Registration Statement, and the Prospectus, a final and conclusive judgment against the Company
for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
2A.11 For a period of twelve (12) months
prior to and including the date of the Closing Date, the Company has not offered or sold any of its securities in Israel, except
for the issuance of options or similar securities exercisable under the Company’s equity incentive plans into ADSs or Ordinary
Shares, which are exempt from prospectus requirements under the Israeli Securities Law.
2A.12 The Company will not take, directly
or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation
of the price of the Public Securities in violation of applicable securities laws. In addition, the Company will not engage in any
form of solicitation, advertising or any other action which constitutes an offer to the public under the Israeli Securities Law
in connection with the transactions contemplated hereby.
2A.13 The Company acknowledges, understands
and agrees that Public Securities may be sold in Israel only by the Underwriters and only to such Israeli investors listed in the
First Addendum to the Israeli Securities Law (the “Addendum”).
of the Company. The Company covenants and agrees as follows:
to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement
to the Registration Statement or