19 Hartum Street
P.O. Box 45158
Jerusalem 91450, Israel
Attention: Philip Serlin
Fax No: 972-2-548-9101
with a copy (which shall not constitute notice) to:
Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019
Attention: Anna T. Pinedo
Fax No: 212-468-7900
9.2. Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
9.3. Amendments. This
Agreement may only be amended by a written instrument executed by each of the parties hereto.
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection
with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof,
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and
assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.
Law; Agent of Service; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof.
By the execution and delivery of this Agreement, the Company hereby irrevocably designates and appoints Vcorp Services, LLC, 25
Robert Pitt Drive, Suite 204, Monsey, New York 10952 as its authorized agent upon whom process may be served in any suit, proceeding
or other action against it instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter
or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in the New
York Supreme Court, County of New York and the United States District Court for the Southern District of New York, arising out
of the offering