Common use of Nature and Purchase of Firm ADSs Clause in Contracts

Nature and Purchase of Firm ADSs. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of (i) (a) [●] American Depositary Shares (“ADSs” and “Firm ADSs”, respectively), representing an aggregate of [●] ordinary shares of the Company, NIS 0.01 par value (“Ordinary Shares”), and (b) [●] pre-funded warrants to purchase [●] ADS at an exercise price of $0.001 per ADS (each, a “Pre-Funded Warrant); and (ii) [●] warrants to purchase [●] ADSs (the “Firm Warrants” and, collectively with the Firm ADSs and the Pre-Funded Warrants, the “Firm Securities”). “ADSs” shall mean the American Depositary Shares of the Company, each ADS representing three (3) Ordinary Shares deposited with Bank Leumi, as custodian for the Depositary (as defined below) in Tel Aviv. The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement dated April [●], 2022 (the “Deposit Agreement”) entered into by and among the Company, The Bank of New York Mellon, as depositary of the Company (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs. The terms of the Warrants are set forth in the form of Warrant attached hereto as Exhibit C and the terms of the Pre-Funded Warrants are set forth in the form of Pre-Funded Warrant attached hereto as Exhibit D.

Nature and Purchase of Firm ADSs. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of (i) (a) [●] American Depositary Shares (“ADSs” and “Firm ADSs”, respectively), each ADS representing an aggregate of [●] five ordinary shares of the Company, NIS 0.01 par value (“Ordinary Shares”), and (b) [●] pre-funded warrants to purchase [●] ADS at an exercise price of $0.001 per ADS (each, a “Pre-Funded Warrant); and (ii) [●] warrants to purchase [●] ADSs (the “Firm Warrants” and, collectively with the Firm ADSs and the Pre-Funded Warrants, the “Firm Securities”). “ADSs” shall mean the American Depositary Shares of the Company, each ADS representing three five (35) Ordinary Shares deposited with Bank Leumi, as custodian for the Depositary (as defined below) in Tel Aviv. The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement dated April May [●], 2022 (the “Deposit Agreement”) entered into by and among the Company, The Bank of New York Mellon, as depositary of the Company (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs. The terms of the Warrants are set forth in the form of Warrant attached hereto as Exhibit C and the terms of the Pre-Funded Warrants are set forth in the form of Pre-Funded Warrant attached hereto as Exhibit D.

Nature and Purchase of Firm ADSs. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of (i) (a) [●] 1,500,000 American Depositary Shares (“ADSs” and “Firm ADSs”depositary shares, respectively)each representing forty ordinary share, representing an aggregate of [●] ordinary shares of the Company, NIS 0.01 par value NIS 0.0000001 per share (the “Ordinary Shares”), and (b) [●] pre-funded warrants to purchase [●] ADS at an exercise price of $0.001 per ADS (each, a “Pre-Funded Warrant); and (ii) [●] warrants to purchase [●] ADSs the Company (the “Firm Warrants” andADSs”). (ii) The Underwriters, collectively severally and not jointly, agree to purchase from the Company the number of Firm ADSs set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $5.67 per ADS, with the Company and Underwriters agreeing that the purchase price shall be $6.00 per ADS for ADSs that will be delivered to ▇▇▇▇▇▇ ▇▇▇▇▇ or his affiliated entities (“Nacht”) and there shall be no underwriting discount for ADSs delivered to Nacht. The Firm ADSs are to be offered initially to the public at the offering price of $6.00. (iii) The ADSs, which include the Firm ADSs and the Pre-Funded Warrants, the “Firm Securities”). “ADSs” shall mean the American Depositary Shares of the Company, each ADS representing three (3) Ordinary Shares deposited with Bank Leumi, as custodian for the Depositary Option ADSs (as defined below) in Tel Aviv. The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts depositary receipts (“ADRs”) to be issued pursuant to a the Deposit Agreement dated April [●]as of May 11, 2022 (the “Deposit Agreement”) entered into by and 2015 among the Company, The the Bank of New York Mellon, as depositary of the Company (the “Depositary”), and all owners holders and beneficial owners from time to time of the ADSs. The terms of ADSs (the Warrants are set forth in the form of Warrant attached hereto as Exhibit C and the terms of the Pre-Funded Warrants are set forth in the form of Pre-Funded Warrant attached hereto as Exhibit D.“Deposit Agreement”).