“Underwriter” as used in this
Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this
Agreement with respect to such ADSs.
Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of
the Public Securities in such a manner as would require the Company or any of its Subsidiaries to register as an investment company
under the Investment Company Act of 1940, as amended.
|8.||Effective Date of this Agreement and Termination Thereof.
Date. This Agreement shall become effective when both the Company and the Representative have executed the same
and delivered counterparts of such signatures to the other party.
and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company herein or in certificates
delivered pursuant hereto, including, but not limited to, the agreements of the several Underwriters and the Company contained
in Section 3.5.1 and Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made
by or on behalf of the several Underwriters or any controlling person thereof, or the Company or any of its officers, directors,
or controlling persons, and shall survive delivery of, and payment for, the Public Securities to and by the Underwriters hereunder.
8.3. Termination. The
Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international
event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general
securities markets in the United States or there shall be such a material adverse change in general financial, political or economic
conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the
judgment of the Representative, impracticable to market the Public Securities or enforce contracts for the sale of the Public Securities;
(ii) if trading in the Company’s ADSs shall have been suspended by the Commission or the NASDAQ Capital Market or if trading
on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order
of the Commission or any other government authority having jurisdiction; (iii) if the United States shall have become involved
in a new war or an increase in major hostilities; (iv) if a general banking moratorium has been declared by a New York State or
federal authority or Israeli authorities; (v) if a moratorium on foreign exchange trading has been declared which materially adversely
impacts the United States securities markets; (vi) if the Company shall have sustained a material loss by fire, flood, accident,
hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured,
will, in your opinion, make it inadvisable to proceed with the delivery of the Firm ADSs or Option ADSs; (vii) if the Company is
in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative