UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of: January 2026

Commission file number: 001-41760

ParaZero Technologies Ltd.

(Translation of registrant’s name into English)

1 Hatachana Street

Kfar Saba, 4453001, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrantfiles or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form40-F ☐

CONTENTS

On January 12, 2026, ParaZeroTechnologies Ltd. (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”)with institutional investors for the purchase and sale of (i) 1,000,000 of the Company’s ordinary shares, par value NIS 0.02 pershare (the “Ordinary Shares”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,000,000Ordinary Shares, in a registered direct offering (the “Offering”) at a purchase price of $1.00 per Ordinary Share and $0.99999per Pre-Funded Warrant.

The Pre-Funded Warrants willbe immediately exercisable at an exercise price of $0.00001 per Ordinary Share, subject to adjustment as set forth therein, and will notexpire until exercised in full. The Pre-Funded Warrants may be exercised on a cashless basis.

A holder of the Pre-FundedWarrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder (together with such holder’s affiliates,and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficialownership of Ordinary Shares would be aggregated with the holder’s or any of the holder’s affiliates), would beneficiallyown Ordinary Shares in excess of 4.99% of the number of the Ordinary Shares outstanding immediately after giving effect to such exercise.

The Offering is expected toclose on or about January 13, 2026, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds to the Companyare expected to be approximately $2.0 million. The Company expects to use the net proceeds from the Offering, together with its existingcash, for general corporate purposes and working capital.

The Securities Purchase Agreementalso contain representations, warranties, indemnification and other provisions customary for transactions of this nature.

Thesecurities described above and to be issued in the Offering are being issued pursuant to a prospectus supplement dated as of January12, 2026, which will be filed with the Securities and Exchange Commission, in connection with a takedown from the Company’s shelfregistration statement on FormF-3 (File No. 333-281443) (the “Registration Statement”), which became effective on August 16, 2024, and the base prospectusdated as of August 16, 2024 contained in such Registration Statement. This Report on Form 6-K (this “Report”) shall not constitutean offer to sell or the solicitation to buy, nor shall there be any sale of, any of the securities described herein in any state or jurisdictionin which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any suchstate or jurisdiction.

Copies of the Securities PurchaseAgreement and the Pre-Funded Warrant are filed as Exhibits 10.1 and 10.2, respectively, to this Report and are incorporated by referenceherein. The foregoing summaries of such documents are subject to, and qualified in their entirety by reference to, such exhibits.

Copiesof the opinions of Gornitzky & Co. and Greenberg Traurig, P.A. relating to the securities issued in the Offering are attached as Exhibits5.1 and 5.2, respectively.

This Report, excluding Exhibit99.1, is incorporated by reference into the Company’s Registration Statements on Form S-8 (File No. 333-278268and 333-285054) and Form F-3(File Nos. 333-281443 and 333-275351),filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extentnot superseded by documents or reports subsequently filed or furnished.

Forward Looking Statements

ThisReport of on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities LitigationReform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefsor expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasonswhich are beyond the Company’s control. For example, this Report states that the Offering is expected to close on or about January13, 2026. In fact, the closing of the Offering is subject to various conditions and contingencies as are customary in securities purchaseagreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this Offering maynot close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Exceptas required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any eventor circumstance that may arise after the date of this Report on Form 6-K.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

Exhibit 5.1

Date: January 12, 2026

To:

ParaZero Technologies Ltd.

1 Hatachana Street

Kfar Saba, 4453001

Israel

Re: ParaZero Technologies Ltd.

Ladies and Gentlemen:

We have acted as Israeli counselto ParaZero Technologies Ltd. (the “Company”), an Israeli corporation, in connection with the Securities Purchase Agreement,dated January 12, 2026 (the “Securities Purchase Agreement”, which definition includes all listed exhibits and schedules thereto),entered into by and between the Company, and those certain investors signatory thereto, which provides for, among other things, the offerand sale by the Company of (i) 1,000,000 ordinary shares, par value NIS 0.02 per share, of the Company (the “Ordinary Shares”,and such number of Ordinary Shares, the “Purchased Shares”) and (ii) up to 1,000,000 pre-funded warrants (the “Pre-FundedWarrants”) to purchase up to 1,000,000 Ordinary Shares at a nominal exercise price of $0.00001 per Pre-Funded Warrant Share(the “Pre-Funded Warrant Shares”).

The Purchased Shares, thePre-Funded Warrants and the Pre-Funded Warrant Shares are being registered under the Company’s shelf registration statement on FormF-3 (File No. 333-281443) (the “Registration Statement”) filed with the United States Securities and Exchange Commission(the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”) onAugust 9, 2024. Capitalized terms used but not defined herein shall have the meanings assignedto them in the Registration Statement.

Inconnection with this opinion letter, we have examined the originals, or photocopies or copies, certified or otherwise identified to oursatisfaction, of the Registration Statement filed by the Company with the SEC and to which this opinion letter is filed as an exhibit,the exhibits to the Registration Statement, the prospectus supplement, dated January 12, 2026, filed in respect of the Securities PurchaseAgreement, copies of the Company’s articles of association, as amended and resolutions of the Company’s Board of Directorsand Pricing Committee. We have also examined the originals, or photocopies or copies, certified or otherwise identified to our satisfactionof such corporate records, certificates, agreements, documents and other instruments and have made such investigation of matters of factand law, as we have deemed relevant and necessary for the basis of our opinions hereinafter set forth.

In such examination, we haveassumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to usas originals, the conformity to original documents of all documents submitted to us as copies, the truth, accuracy and completeness ofthe information, representations and warranties contained in the corporate records, documents, certificates and instruments we have reviewedand the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.As to all questions of fact material to the opinions set forth herein, we did not independently establish or verify such facts and wehave relied, without independent investigation, upon statements, certificates or comparable documents of officers and representativesof the Company and upon certificates of public officials. We have considered such questions of Israeli law as we have deemed necessaryfor the purpose of rendering the opinions set forth herein.

Basedon and subject to the foregoing, we are of the opinion that (i) the Purchased Shares areduly and validly issued, fully paid and non-assessable; and (ii) the Pre-Funded Warrant Shares havebeen duly authorized, and when a Pre-Funded Warrant is exercised by a purchaser pursuant to the terms thereof, including payment of theexercise price as provided for in the applicable Pre-Funded Warrant, the Pre-Funded Warrant Shares issuable consequently to such exerciseby the Company to such purchaser will be validly issued, fully paid and non-assessable.

We are members of the Barof the State of Israel and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Stateof Israel and have not, for the purpose of giving the opinions set forth herein, made any investigation of the laws of any jurisdictionother than State of Israel and have not, for the purpose of giving the opinions set forth herein, made any investigation of the laws ofany jurisdiction other than the State of Israel. This opinion letter is effective only as of its date and the opinions expressed hereinare based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to reviseor supplement this opinion letter should any such law be changed by legislative action, judicial decision or otherwise or in the eventof any change in facts, circumstances, events or developments of which we become aware. This opinion letter is expressly limited to thematters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters. In addition, we renderno opinion in relation to any representation made or given in the Registration Statement.

We hereby consent to the filingof this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever it appears in the RegistrationStatement. In giving such consent, we do not believe or admit that we are “experts” within the meaning of such term as usedin the Securities Act, or the rules and regulations of the SEC issued thereunder with respect to any part of the Registration Statement,including this opinion letter as an exhibit or otherwise.

Exhibit 5.2

January 12, 2026

ParaZero Technologies Ltd.

1 Hatachana Street

Kfar Saba, 4453001, Israel

Re: Prospectus Supplement Pursuant to Rule424(b)(5)

Ladies and Gentlemen:

We have acted as U.S.counsel to ParaZero Technologies Ltd., a corporation existing under the laws of the State of Israel (the “Company”), in connectionwith the Securities Purchase Agreement, dated January 12, 2026 (the “Securities Purchase Agreement”, which definition includesall listed exhibits and schedules thereto) entered into by and between the Company, and those certain investors signatory thereto, whichprovides for, among other things, the offer and sale by the Company of (i) 1,000,000 ordinary shares, par value NIS 0.02 per share, ofthe Company (the “Shares”) and (ii) pre-funded warrants to purchase 1,000,000 Shares (the “Pre-Funded Warrants”),pursuant to the Securities Purchase Agreement.

In the above capacity,we have reviewed (i) the registration statement on Form F-3, as amended (Registration No. 333-281443), for the registration of the Shares,the Pre-Funded Warrants and other securities of the Company initially filed by the Company on August 9, 2024 with the U.S. Securitiesand Exchange Commission (the “Commission) and declared effective on August 16, 2024, pursuant to the Securities Act, including thedocuments filed by the Company pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference therein (the“Incorporated Documents”), and the information deemed to be a part of the registration statement pursuant to Rule 430B underthe Securities Act (the “Registration Statement”), (ii) the prospectus, dated August 16, 2024 (the “Base Prospectus”),which forms a part of and is included in the Registration Statement, (iii) the Prospectus Supplement, dated January 12, 2026, which supplementsthe Base Prospectus, (iv) an executed copy of the Securities Purchase Agreement and (v) an executed copy of the Pre-Funded Warrants.

The Shares and Pre-FundedWarrants are to be sold by the Company pursuant to the Securities Purchase Agreement, the form of which has been filed as Exhibit 10.1to the Report of Foreign Private Issuer on Form 6-K that are incorporated by reference into the Registration Statement.

This opinion is beingfurnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressedherein as to any matter pertaining to the contents of the Registration Statement or the Prospectus Supplement that is a part of the RegistrationStatement, other than as expressly stated herein.

In addition to the examinationoutlined above, we have conferred with various officers of the Company and have ascertained or verified, to our satisfaction, such additionalfacts as we deemed necessary or appropriate for the purposes of this opinion. In our examination, we have assumed the authenticity ofall documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, thegenuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. In making our examination of thedocuments executed by the parties, we have assumed that such parties had the power, corporate or other, to enter into and perform allobligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and deliveryby such parties of such documents and the validity and binding effect thereof. In addition, we have assumed that when issued and paidfor pursuant to the Securities Purchase Agreement and the Pre-Funded Warrants, as applicable, the Shares, will be validly issued, fullypaid and non-assessable.

GreenbergTraurig, P.A. | Attorneys at Law

Azrieli Center, Round Tower| 132 Menachem Begin Road, 30th Floor | Tel Aviv, Israel 6701101 | T +1 +972 (0) 3 636 6000 | F +1 +972 (0) 3 636 6010

www.gtlaw.com

The opinions expressedherein are limited to the laws of the State of New York. We express no opinion to the extent that any other laws are applicable to thesubject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, ruleor regulation.

You are separately receivingan opinion from Gornitzky & Co. with respect to the corporate proceedings relating to the issuance of the Shares and the Shares underlyingthe Pre-Funded Warrants.

Based upon the foregoingand subject to the assumptions and qualifications set forth herein, we are of the opinion that the Pre-Funded Warrants, when issued andsold by the Company and delivered by the Company in accordance with the terms of the Pre-Funded Warrants, when executed and deliveredby the Company, will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance withits terms.

The opinion above issubject to (a) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rightsand remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfersor preferential transfers, and (b) general principles of equity, including without limitation concepts of materiality, reasonableness,good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardlessof whether enforceability is considered in a proceeding in equity or at law. In addition, we express no opinion as to the enforceabilityof any rights to indemnification or contribution provided for in the Securities Purchase Agreement that are violative of the public policyunderlying any law, rule or regulation.

We consent to the filingof this opinion as an exhibit to the Registration Statement (as an exhibit to a Report of Foreign Private Issuer on Form 6-K that isincorporated by reference into the Registration Statement), and we further consent to the use of our name under the caption “LegalMatters” in the Registration Statement and the Prospectus Supplement that forms a part thereof. In giving these consents, we donot thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rulesand regulations of the Commission. This opinion letter is limited to the matters expressly set forth herein and no opinion is impliedor may be inferred beyond the matters expressly so stated. This opinion letter is given as of the date hereof and we do not undertakeany liability or responsibility to inform you of any change in circumstances occurring, or additional information becoming availableto us, after the date hereof which might alter the opinions contained herein.

GreenbergTraurig, P.A. | Attorneys at Law

Azrieli Center, Round Tower| 132 Menachem Begin Road, 30th Floor | Tel Aviv, Israel 6701101 | T +1 +972 (0) 3 636 6000 | F +1 +972 (0) 3 636 6010

www.gtlaw.com

Exhibit 10.1

SECURITIESPURCHASE AGREEMENT

This Securities Purchase Agreement(this “Agreement”) is dated as of January 12, 2026, between ParaZero Technologies Ltd., an Israeli corporation(the “Company”), and each purchaser identified on the signature pages hereto (including their respective successorsand assigns, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject tothe terms and conditions set forth in this Agreement and pursuant to an effective shelf registration statement under the Securities Actof 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and eachPurchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in thisAgreement.

NOW, THEREFORE, IN CONSIDERATIONof the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of whichare hereby acknowledged, the Company and each Purchaser agree as follows:

1.1. “AcquiringPerson” shall have the meaning ascribed to such term in Section 4.5.

1.2. “Action”shall have the meaning ascribed to such term in Section 3.1.10.

1.3. “Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

1.4. “Agreement”shall have the meaning ascribed to such term in the preamble.

1.5. “BHCA”shall have the meaning ascribed to such term in Section 3.1.40.

1.6. “Boardof Directors” means the board of directors of the Company.

1.7. “BusinessDay” means a Calendar Day other than a Saturday, Sunday or any other Calendar Day which is a federal legal holiday in theUnited States or any Calendar Day on which the commercial banks in the City of New York are required by law or other governmental actionto close, provided that the commercial banks in the City of New York shall not be deemed to be required to be closed due to a “stayat home,” “shelter in place,” “non-essential employee” or similar orders or restrictions or the closureof any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (includingfor wire transfers) of commercial banks in the City of New York generally are open for use by customers on such Calendar Day.

1.8. “CalendarDay” means each and every day of the week (Sunday, Monday, Tuesday, Wednesday, Thursday, Friday and Saturday).

1.9. “Closing”means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

1.10. “ClosingDate” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicableparties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’sobligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd) TradingDay following the date hereof.

1.11. “Code”means the Internal Revenue Code of 1986, as amended.

1.12. “Commission”means the United States Securities and Exchange Commission.

1.13. “Company”shall have the meaning ascribed to such term in the preamble.

1.14. “DisclosureSchedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

1.15. “DisclosureTime” means, (i) if this Agreement is signed on a Calendar Day that is not a Trading Day or after 9:00 a.m. (New York Citytime) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately followingthe date hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on anyTrading Day, no later than 9:01 a.m. (New York City time) on the date hereof.

1.16. “DVP”shall have the meaning ascribed to such term in Section 2.1.

1.17. “EvaluationDate” shall have the meaning ascribed to such term in Section 3.1.19.

1.18. “ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.19. “ExemptIssuance” means (i) any conventional bank loans that are not convertible into Ordinary Shares or Ordinary Share Equivalentsand do not involve any issuance of any Ordinary Shares or Ordinary Share Equivalents or other security of the Company in connection therewith;(ii) Ordinary Shares, restricted share units or options issued to employees, officers, service providers, consultants or directors ofthe Company pursuant to the Company’s equity incentive plans or pursuant to the compensation agreements previously authorized bythe Board of Directors; provided, that any such securities issued to service providers or consultants that are not registered under aregistration statement on Form S-8 are issued as “restricted securities” (as defined in Rule 144) and carry no registrationrights that require or permit the filing of any registration statement in connection therewith during the ninety (90) days following theClosing Date; (iii) securities issued upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securitiesexercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided thatsuch securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exerciseprice, exchange price or conversion price of such securities (other than in connection with share splits or combinations) or to extendthe term of such securities; and (iv) securities issued pursuant to acquisitions or strategic transactions (whether by merger, consolidation,purchase of equity, purchase of assets, reorganization or otherwise) approved by a majority of the disinterested directors of the Company,provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rightsthat require or permit the filing of any registration statement in connection therewith during the ninety (90) days following the ClosingDate, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or throughits subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provideto the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company isissuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

1.20. “FCPA”means the Foreign Corrupt Practices Act of 1977, as amended.

1.21. “FederalReserve” shall have the meaning ascribed to such term in Section 3.1.40.

1.22. “GAAP”shall have the meaning ascribed to such term in Section 3.1.8.

1.23. “Indebtedness”shall have the meaning ascribed to such term in Section 3.1.27.

1.24. “IntellectualProperty Rights” shall have the meaning ascribed to such term in Section 3.1.16.

1.25. “ITSystems and Data” shall have the meaning ascribed to such term in Section 3.1.43.

1.26. “Liens”means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

1.27. “MaterialAdverse Effect” shall have the meaning assigned to such term in Section 3.1.2.

1.28. “MaterialPermits” shall have the meaning ascribed to such term in Section 3.1.14.

1.29. “MoneyLaundering Laws” shall have the meaning ascribed to such term in Section 3.1.41.

1.30. “OFAC”shall have the meaning ascribed to such term in Section 3.1.38.

1.31. “OrdinaryShare” means the ordinary shares of the Company, NIS 0.02 par value per share, and any other class of securities into whichsuch securities may hereafter be reclassified or changed.

1.32. “OrdinaryShare Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquireat any time Ordinary Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument thatis at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

1.33. “PerShare Purchase Price” equals $1.00 (less $0.00001 for each Pre-Funded Warrant), subject to adjustment for reverse and forwardshare splits, share dividends, share combinations and other similar transactions of the Ordinary Shares that occur after the date of thisAgreement.

1.34. “Person”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

1.35. “PFIC”shall have the meaning ascribed to such term in Section 4.15.

1.36. “Pre-FundedWarrants” means the pre-funded Ordinary Share purchase warrants, in the form of Exhibit 1.41.1 attached heretodelivered to the Purchasers at the Closing in accordance with Section 2.2.1 hereof, which Pre-Funded Warrants shall be exercisable immediatelyand shall expire when exercised in full.

1.37. “Proceeding”means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,such as a deposition), whether commenced or threatened.

1.38. “Prospectus”means the final base prospectus filed for the Shelf Registration Statement.

1.39. “ProspectusSupplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with theCommission and delivered by the Company to each Purchaser at the Closing.

1.40. “Purchaser”shall have the meaning ascribed to such term in the preamble.

1.41. “PurchaserParty” shall have the meaning ascribed to such term in Section 4.8.

1.42. “RequiredApprovals” shall have the meaning ascribed to such term in Section 3.1.5.

1.43. “Rule144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpretedfrom time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effectas such Rule.

1.44. “Rule424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpretedfrom time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effectas such Rule.

1.45. “SECReports” shall have the meaning ascribed to such term in Section 3.1.8.

1.46. “Securities”means the Shares, the Warrants and the Warrant Shares purchased pursuant to this Agreement.

1.47. “SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.48. “Shares”means the Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement, but excluding the Warrant Shares.

1.49. “ShelfRegistration Statement” means the effective registration statement on Form F-3 with Commission (File No. 333-281443), includingall information, documents and exhibits filed with or incorporated by reference into such registration statement, which registers thesale of the Securities to the Purchasers.

1.50. “ShortSales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall notbe deemed to include locating and/or borrowing Ordinary Shares).

1.51. “SubscriptionAmount” means, as to each Purchaser, the aggregate amount to be paid for Securities purchased hereunder as specified belowsuch Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in UnitedStates dollars and in immediately available funds.

1.52. “Subsidiary”means any subsidiary of the Company as set forth in Schedule 3.1.1 and shall, where applicable, also include any direct or indirect subsidiaryof the Company formed or acquired after the date hereof.

1.53. “TradingDay” means a Calendar Day on which the principal Trading Market is open for trading.

1.54. “TradingMarket” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading onthe date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NewYork Stock Exchange, the OTCQB, OTCQX, Pink Open Market (or any successors to any of the foregoing).

1.55. “TransactionDocuments” means this Agreement, the Securities and all exhibits and schedules thereto and hereto and any other documentsor agreements executed in connection with the transactions contemplated hereunder.

1.56. “TransferAgent” means VStock Transfer LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,Woodmere, NY 11598, and any successor transfer agent of the Company.

1.57. “Warrants”means the Pre-Funded Warrants.

1.58. “WarrantShares” means the Ordinary Shares underlying the Warrants.

2.1. Closing. Onthe Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and deliveryof this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,up to an aggregate of approximately $2.0 million of Shares and Warrants; provided, however, that a Purchaser in its sole discretion, mayelect to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by suchPurchaser less $0.00001 per Pre-Funded Warrant. Each Purchaser shall make such Purchaser’s Subscription Amount as set forth on thesignature page hereto executed by such Purchaser available to be delivered to the Company (or its designee) via DVP (as defined below),and the Company shall deliver to each Purchaser its respective Securities, as determined pursuant to Section 2.2.1, and the Company andeach Purchaser shall deliver the other items set forth in Section 2.2.2 deliverable at the Closing. Upon satisfaction of the covenantsand conditions set forth in Sections 2.3.1 and 2.3.2, the Closing shall occur at the offices of counsel to the Company or such other location(or remotely by electronic means) as the parties shall mutually agree. The settlement of the Shares shall occur via “Delivery VersusPayment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’names and addresses and released by the Transfer Agent directly to the account(s) identified by each Purchaser, and payment therefor shallbe made by each Purchaser (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, ifat any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through and including thetime immediately prior to the Closing (the “Pre-Settlement Period”), if such Purchaser sells to any Person all,or any portion, of any Shares or Warrant Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-SettlementShares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or theCompany), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally to sell, such Pre-SettlementShares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior tothe Company’s receipt of the purchase price for such Pre-Settlement Shares hereunder, and provided further that the Company herebyacknowledges and agrees that the foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not suchPurchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell any Pre-Settlement Shareswill be made in the sole discretion of such Purchaser from time to time, including during the Pre-Settlement Period.

2.2. Deliveries.

2.2.1. TheCompany shall deliver or cause to be delivered to each Purchaser, the following at the times stated:

2.2.1.1 onthe date hereof:

2.2.1.1.1. thisAgreement duly executed by the Company.

2.2.1.2 onor prior to the Closing Date:

2.2.1.2.1. subjectto the provisions of Section 2.1 regarding settlement via DVP, a copy of the irrevocable instructions to the Transfer Agent instructingthe Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Shares, divided by the Per Share Purchase Price,registered in the name of such Purchaser.

2.2.1.2.2. foreach Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchaseup to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrantsdivided by the Per Share Purchase Price, with an exercise price equal to $0.00001, subject to adjustment as provided therein.

2.2.1.2.3. subjectto the provisions of Section 2.1 regarding settlement via DVP, the Company shall have provided each Purchaser with the Company’swire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer.

2.2.1.2.4. theProspectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

2.2.2. EachPurchaser shall deliver or cause to be delivered to the Company the following at the times stated:

2.2.2.1 onthe date hereof, this Agreement duly executed by such Purchaser.

2.2.2.2 onor prior to the Closing Date, such Purchaser’s Subscription Amount shall be made available for DVP settlement with the Company orits designee.

2.2.2.3 SuchPurchaser shall have executed and delivered to the Israel Innovation Authority that certain Standard Undertaking.

2.3. ClosingConditions.

2.3.1. Theobligations of the Company hereunder in connection with the Closing are subject to each of the following conditions being met:

2.3.1.1 theaccuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless asof a specific date therein in which case they shall be accurate as of such date.

2.3.1.2 allobligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed.

2.3.1.3 thedelivery by each Purchaser of the items set forth in Section 2.2.2 of this Agreement.

2.3.2. Therespective obligations of the Purchasers hereunder in connection with the Closing are subject to each of the following conditions beingmet:

2.3.2.1 theaccuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as ofa specific date therein in which case they shall be accurate as of such date).

2.3.2.2 allobligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed.

2.3.2.3 thedelivery by the Company of the items set forth in Section 2.2.1 of this Agreement.

2.3.2.4 thereshall have been no Material Adverse Effect with respect to the Company since the date hereof.

2.3.2.5 fromthe date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’sprincipal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shallnot have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by suchservice, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authoritiesnor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of suchmagnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment ofsuch Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

3.1. Representationsand Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a parthereof and shall qualify any representation made herein to the extent of the disclosure contained in the corresponding section of theDisclosure Schedules or in the SEC Reports, the Company hereby makes the following representations and warranties to each Purchaser:

3.1.1. Subsidiaries.All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1.1. The Company owns, directly or indirectly,all of the share capital or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstandingshares of share capital of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rightsto subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them inthe Transaction Documents shall be disregarded.

3.1.2. Organizationand Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existingand in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority toown and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is inviolation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizationalor charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreigncorporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualificationnecessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expectedto result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverseeffect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basisits obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”; provided,however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change,directly or indirectly, arising out of or attributable to: (i) the announcement, pendency or completion of the transactions contemplatedby the Transaction Documents, or (ii) any action required or permitted by the Transaction Documents or any action taken (or omitted tobe taken) with the written consent of or at the written request of Purchaser). As to all Company and Subsidiary power, authority and qualification,no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail suchpower and authority or qualification.

3.1.3. Authorization;Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplatedby this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. Theexecution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of thetransactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no furtheraction is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith otherthan in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (orupon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitutethe legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limitedby general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general applicationaffecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicablelaw.

3.1.4. NoConflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to whichit is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and therebydo not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articlesof incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event thatwith notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assetsof the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, accelerationor cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencinga Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any propertyor asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result ina violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authorityto which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any propertyor asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could nothave or reasonably be expected to result in a Material Adverse Effect.

3.1.5. Filings,Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any noticeto, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Personin connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings requiredpursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement to the Shelf RegistrationStatement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and thelisting of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and such other filings as are requiredto be made under applicable state securities laws (the “Required Approvals”).

3.1.6. Issuanceof the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicableTransaction Documents, will be duly and validly issued, fully paid and nonassessable (which means that no further sums are required tobe paid by the holders thereof in connection with the issue thereof), free and clear of all Liens imposed by the Company other than restrictionson transfer provided for in the Transaction Documents and applicable law. The Warrant Shares, when issued in accordance with the termsof the Transaction Documents, will be validly issued, fully paid and nonassessable (which means that no further sums are required to bepaid by the holders thereof in connection with the issue thereof), free and clear of all Liens imposed by the Company other than restrictionson transfer provided for in the Transaction Documents and applicable law. The Company has reserved from its duly authorized share capitalthe maximum number of Ordinary Shares issuable pursuant to this Agreement and the Warrants. The Company has prepared and filed the ShelfRegistration Statement in conformity with the requirements of the Securities Act, which became effective on August 16, 2024, includingthe Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Shelf RegistrationStatement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Shelf RegistrationStatement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purposehave been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules andregulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the ShelfRegistration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Shelf RegistrationStatement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act anddid not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated thereinor necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the timethe Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respectsto the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. TheCompany was at the time of the filing of the Shelf Registration Statement eligible to use Form F-3. The Company is eligible to use FormF-3 under the Securities Act and it meets the requirements with respect to the aggregate market value of securities being sold pursuantto this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.5 of Form F-3.

3.1.7. Capitalization.The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1.7, which Schedule 3.1.7 shall also include thenumber of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Other than as statedin Schedule 3.1.7, the Company has not issued any share capital since its most recently filed periodic report under the Exchange Act,other than pursuant to the exercise of employee share options under the Company’s share option plans, the issuance of Ordinary Sharesto employees pursuant to the Company’s employee share purchase plans and pursuant to the conversion and/or exercise of OrdinaryShare Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any rightof first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by theTransaction Documents. Except as set forth in Schedule 3.1.7, or pursuant to this Agreement, there are no outstanding options, warrants,scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertibleinto or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares or the sharecapital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or maybecome bound to issue additional Ordinary Shares or Ordinary Share Equivalents or share capital of any Subsidiary. The issuance and saleof the Securities will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person (other thanthe Purchasers). Except as set forth in Schedule 3.1.7, there are no outstanding securities or instruments of the Company or any Subsidiarywith any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securitiesby the Company or any Subsidiary. Except as set forth in Schedule 3.1.7, there are no outstanding securities or instruments of the Companyor any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangementsby which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company doesnot have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of theoutstanding shares of share capital of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issuedin compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptiverights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board ofDirectors or others is required for the issuance and sale of the Securities. There are no shareholders’ agreements, voting agreementsor other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge ofthe Company, between or among any of the Company’s shareholders.

3.1.8. SECReports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required tobe filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twoyears preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoingmaterials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the ProspectusSupplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received avalid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respectivedates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact requiredto be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of theCompany included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulationsof the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordancewith United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects thefinancial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations andcash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

3.1.9. MaterialChanges; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included withinthe SEC Reports, except as set forth on Schedule 3.1.9, (i) there has been no event, occurrence or development that has had or that couldreasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise)other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilitiesnot required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution ofcash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its sharecapital and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Companyshare option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Exceptfor the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or developmenthas occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respectivebusinesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company underapplicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1)Trading Day prior to the date that this representation is made.

3.1.10. Litigation.Except as set forth in Schedule 3.1.10, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties beforeor by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)(collectively, an “Action”). None of the Actions set forth on Schedule 3.1.10, (i) adversely affects or challengesthe legality, validity or enforceability of any of the Transaction Documents or (ii) would, if there were an unfavorable decision, haveor reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officerthereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities lawsor a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,any investigation by the Commission involving the Company or any current or former director or officer of the Company, except in the ordinarycourse of business that would not have a Material Adverse Effect. The Commission has not issued any stop order or other order suspendingthe effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

3.1.11. LaborRelations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of theCompany, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither theCompany nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe thattheir relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiaryis, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietaryinformation agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any thirdparty, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liabilitywith respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local andforeign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material AdverseEffect.

3.1.12. Compliance.Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waivedthat, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company orany Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreementor any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such defaultor violation has been waived), (ii) is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authorityor (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitationall foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product qualityand safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material AdverseEffect.

3.1.13. EnvironmentalLaws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollutionor protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic orhazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relatingto the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as wellas all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii)have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respectivebusinesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i),(ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

3.1.14. RegulatoryPermits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, exceptwhere the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“MaterialPermits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocationor modification of any Material Permit.

3.1.15. Titleto Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable rightsto lease or otherwise use, all real property and all personal property that is material to the business of the Company and the Subsidiaries,in each case free and clear of all Liens, except for (i) Liens that do not materially affect the value of such property and do not materiallyinterfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the paymentof federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP, and the payment of which is neitherdelinquent nor subject to penalties. Neither the Company nor any of its Subsidiaries has received any written notice of any claim of anysort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases or subleases orlicenses or with respect to the properties mentioned above, or affecting or questioning the rights of the Company or any Subsidiary tothe continued possession or use of the leased or subleased or licensed premises or the properties mentioned above, other than such claimswhich would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.1.16. IntellectualProperty. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademarkapplications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similarrights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failureto so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of,and neither the Company nor any Subsidiary has received notice (written or otherwise) that any of, the Intellectual Property Rights hasexpired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years after the date of thisAgreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included withinthe SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringeupon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledgeof the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any ofthe Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentialityand value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonablybe expected to have a Material Adverse Effect.

3.1.17. Insurance.The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in suchamounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limitedto, directors and officers insurance coverage in amount deemed prudent by the Company. Neither the Company nor any Subsidiary has anyreason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similarcoverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

3.1.18. Transactionswith Affiliates and Employees. Except as set forth on Schedule 3.1.18, during the past three fiscal years and the subsequent interimperiod through the date of this Agreement, none of the officers or directors of the Company or any Subsidiary and, to the knowledge ofthe Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary(other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for thefurnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money fromor lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company,any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder,member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii)reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including share option agreements underany share option plan of the Company.

3.1.19. Sarbanes-Oxley;Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable requirementsof the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulationspromulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as set forth on Schedule3.1.19, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurancethat: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recordedas necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) accessto assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountabilityfor assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosedby the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the timeperiods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectivenessof the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recentlyfiled periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in itsmost recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosurecontrols and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes inthe internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that havematerially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and itsSubsidiaries.

3.1.20. CertainFees. Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will be payableby the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or otherPerson with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respectto any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1.20that may be due in connection with the transactions contemplated by the Transaction Documents.

3.1.21. InvestmentCompany. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will notbe or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. TheCompany shall conduct its business in a manner so that it will not become an “investment company” subject to registrationunder the Investment Company Act of 1940, as amended.

3.1.22. RegistrationRights. Except as disclosed on Schedule 3.1.22, no Person has any right to cause the Company or any Subsidiary to effect the registrationunder the Securities Act of any securities of the Company or any Subsidiary.

3.1.23. Listingand Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, andthe Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registrationof the Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminatingsuch registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, receivednotice from any Trading Market on which the Ordinary Shares are or has been listed or quoted to the effect that the Company is not incompliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that itwill not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Ordinary Sharesare currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and theCompany is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connectionwith such electronic transfer.

3.1.24. Applicationof Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicableany control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similaranti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its stateof incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligationsor exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance ofthe Securities and the Purchasers’ ownership of the Securities.

3.1.25. Disclosure.Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirmsthat neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any informationthat it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchaserswill rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by oron behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactionscontemplated hereby, is true and correct and does not contain any untrue statement of a material fact or omit to state any material factnecessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not containany untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make thestatements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledgesand agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated herebyother than those specifically set forth in Section 3.2 hereof.

3.1.26. NoIntegrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neitherthe Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or salesof any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to beintegrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market onwhich any of the securities of the Company are listed or designated.

3.1.27. Solvency.Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Companyof the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amountthat will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingentliabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business asnow conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of thebusiness conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the currentcash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking intoaccount all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amountsare required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into accountthe timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstanceswhich lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdictionwithin one year after the Closing Date. Schedule 3.1.27 sets forth as of the date hereof all outstanding secured and unsecured Indebtednessof the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinarycourse of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether ornot the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties byendorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) thepresent value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neitherthe Company nor any Subsidiary is in default with respect to any Indebtedness.

3.1.28. TaxStatus. Except as disclosed in Schedule 3.1.28, the Company and its Subsidiaries each (i) has made or filed all material UnitedStates federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdictionto which it is subject, (ii) has paid all material taxes and other governmental assessments and charges that are material in amount, shownor determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate forthe payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There areno unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Companyor of any Subsidiary know of no basis for any such claim.

3.1.29. ForeignCorrupt Practices Act. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agentor other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreignor domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which theCompany is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.

3.1.30. Accountants.The Company’s accounting firm is Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, with offices at 1 AzrieliCenter, Tel Aviv 6701101. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firmas required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’sAnnual Report for the now current fiscal year.

3.1.31. NoDisagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipatedby the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Companyis current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform anyof its obligations under any of the Transaction Documents.

3.1.32. AcknowledgmentRegarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is actingsolely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplatedthereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similarcapacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser orany of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated therebyis merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’sdecision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactionscontemplated hereby by the Company and its representatives.

3.1.33. AcknowledgmentRegarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere herein to the contrary (exceptfor Sections 3.2.6 and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been askedby the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii)past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price ofthe Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to whichany such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares and (iv)each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at varioustimes during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the WarrantShares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value ofthe existing shareholders’ equity interests in the Company at and after the time that the hedging activities are being conducted.The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

3.1.34. RegulationM Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, anyaction designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate thesale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of theSecurities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of theCompany.

3.1.35. [Reserved].

3.1.36. [Reserved].

3.1.37. ShareOption Plans. Each share option granted by the Company under the Company’s share option plan, if any, was granted (i) inaccordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market valueof the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option grantedunder the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been noCompany policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with,the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial resultsor prospects.

3.1.38. Officeof Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office ofForeign Assets Control of the U.S. Treasury Department (“OFAC”).

3.1.39. U.S.Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaningof Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

3.1.40. BankHolding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Actof 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directlyor indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or moreof the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Companynor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity thatis subject to the BHCA and to regulation by the Federal Reserve.

3.1.41. MoneyLaundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicablefinancial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicablemoney laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company orany Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

3.1.42. OtherCovered Persons. The Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration forsolicitation of purchasers in connection with the sale of any Securities.

3.1.43. Cybersecurity.(i) (a) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s informationtechnology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems andData”) and (b) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or conditionthat would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company andthe Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations ofany court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacyand security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriationor modification, except, in the case of clauses (i) and (ii) herein, as would not, individually or in the aggregate, have a Material AdverseEffect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protectits material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and(iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards andpractices.

3.2. Representationsand Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as ofthe date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall beaccurate as of such date):

3.2.1. Organization;Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standingunder the law of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability companyor similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwiseto carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by suchPurchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is aparty has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitutethe legal, valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limitedby general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general applicationaffecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicablelaw.

3.2.2. OwnAccount. Such Purchaser is acquiring the Securities as principal for its own account and has no present intention of distributingany of such Securities (this representation and warranty shall not limit such Purchaser’s right to sell the Securities pursuantto a registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiringthe Securities hereunder in the ordinary course of its business.

3.2.3. PurchaserStatus. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on whichit exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7),(a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule144A(a)(1) under the Securities Act. Such Purchaser hereby represents that neither such Purchaser nor any of its Rule 506(d) Related Parties(as defined below) is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes ofthis Agreement, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification”provision of Rule 506(d) of the Securities Act.

3.2.4. Experienceof Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experiencein business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in theSecurities and, at the present time, is able to afford a complete loss of such investment.

3.2.5. Accessto Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including allexhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessaryof, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securitiesand the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, resultsof operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunityto obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessaryto make an informed investment decision with respect to the investment.

3.2.6. CertainTransactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, norhas any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchasesor sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser firstreceived a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material termsof the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in thecase of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’sassets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portionsof such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed bythe portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Personsparty to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures madeto it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, forthe avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respectto locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

The Company acknowledges and agrees that the representationscontained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representationsand warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any otherdocument or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplatedhereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty,or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

4.1. WarrantShares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover theissuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to anysuch exercise shall be issued free of all legends. If at any time following the date hereof the Shelf Registration Statement (or any subsequentregistration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the saleor resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statementis not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and availablefor the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Companyto issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Companyshall use best efforts to keep a registration statement (including the Shelf Registration Statement) registering the issuance or resaleof the Warrant Shares effective during the term of the Warrants.

4.2. Furnishingof Information. Until no Purchaser owns any Securities and the Warrants have terminated, the Company covenants to maintain theeffectiveness of the registration of the Ordinary Shares under Section 12(b) or 12(g) of the Exchange Act and to use reasonable best effortsto timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filedby the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirementsof the Exchange Act.

4.3. Integration.The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations ofany Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approvalis obtained before the closing of such subsequent transaction.

4.4. SecuritiesLaws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material termsof the transactions contemplated hereby, and (b) promptly furnish to the Commission a Report of Foreign Private Issuer on Form 6-K, includingthe Transaction Documents as exhibits thereto, with the Commission. From and after the issuance of such press release, the Company representsto the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by theCompany or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactionscontemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges andagrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, anyof its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasersor any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirmsthat each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company andeach Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without theprior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, withrespect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure isrequired by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statementor communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the nameof any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of suchPurchaser, except (a) to the extent required by federal securities law in connection with the filing of final Transaction Documents withthe Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which such cases the Companyshall (x) obtain prior advice of competent counsel that such disclosure is required, (y) provide the Purchasers with prior notice of suchdisclosure permitted under this Section 4.4 and (z) reasonably cooperate with such Purchasers regarding such disclosure.

4.5. ShareholderRights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that anyPurchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (includingany distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities underthe Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6. Non-PublicInformation. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on itsbehalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such informationand agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchasershall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, anyof its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-publicinformation to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall nothave any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employeesor Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees orAffiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicablelaw. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public informationregarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice furnish such notice to theCommission pursuant to a Report of Foreign Private Issuer on Form 6-K. The Company understands and confirms that each Purchaser shallbe relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7. Useof Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for general corporate purposes (whichfor the avoidance of doubt may include acquisitions, in the Company’s discretion), including working capital. The Company shallnot use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in theordinary course of the Company’s business and prior practices), (b) for the redemption of any Ordinary Shares or Ordinary ShareEquivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

4.8. Indemnificationof Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Personholding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaningof Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partnersor employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of suchtitle or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and alllosses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a resultof or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementor in the other Transaction Documents, (b) any action instituted against the Purchaser Parties in any capacity (including a PurchaserParty’s status as an investor), or any of them or their respective Affiliates, by the Company or any shareholder of the Companywho is not an Affiliate of such Purchaser Party, arising out of or relating to any of the transactions contemplated by the TransactionDocuments. For the avoidance of doubt, the indemnification provided herein is intended to, and shall also cover, direct claims broughtby the Company against the Purchaser Parties; provided, however, that such indemnification shall not cover any loss, claim, damage orliability to the extent it is finally judicially determined to be attributable to such Purchaser Party’s material breach of anyof the representations, warranties or covenants made by such Purchaser Party in any Transaction Document or any conduct by such PurchaserParty which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be broughtagainst any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptlynotify the Company in writing, and, except with respect to direct claims brought by the Company, the Company shall have the right to assumethe defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have theright to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counselshall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorizedby the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counselor (iii) in such action there is, in the reasonable opinion of counsel to the applicable Purchaser Party (which may be internal counsel),a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which casethe Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will notbe liable to any Purchaser Party under this Agreement for any settlement by a Purchaser Party effected without the Company’s priorwritten consent, which shall not be unreasonably withheld or delayed. In addition, if any Purchaser Party takes actions to collect amountsdue under any Transaction Documents or to enforce the provisions of any Transaction Documents, then the Company shall pay the costs incurredby such Purchaser Party for such collection, enforcement or action, including, but not limited to, attorneys’ fees and disbursements.The indemnification and other payment obligations required by this Section 4.8 shall be made by periodic payments of the amount thereofduring the course of the investigation, defense, collection, enforcement or action, as and when bills are received or are incurred; provided,however, that if any Purchaser Party is finally judicially determined not to be entitled to indemnification or payment under this Section4.8, such Purchaser Party shall promptly reimburse the Company for any payments that are advanced under this sentence. The indemnity agreementscontained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others andany liabilities the Company may be subject to pursuant to law.

4.9. [Reserved].

4.10. EqualTreatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid toany Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same considerationis also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separateright granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat thePurchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase,disposition or voting of Securities or otherwise.

4.11. CertainTransactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neitherit, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including ShortSales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such timethat the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described inSection 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplatedby this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaserwill maintain the confidentiality of the existence and terms of this transaction. Notwithstanding the foregoing and notwithstanding anythingcontained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that thetransactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordancewith applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announcedpursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or dutynot to trade in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors,employees, agents or Affiliates after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing,in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions ofsuch Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managersmanaging other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion ofassets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

4.12. [Reserved].

4.13. Acknowledgmentof Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding Ordinary Shares,which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the TransactionDocuments, including, without limitation, its obligation to issue the Shares and Warrant Shares pursuant to the Transaction Documents,are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect ofany such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance mayhave on the ownership of the other shareholders of the Company.

4.14. [Reserved].

4.15. QEFElection. If a Purchaser so requests in writing for any taxable year of the Company, the Company, after consulting with its outsideaccounting firm, shall within fifteen (15) Business Days notify such Purchaser in writing that either (A) neither the Company nor anyof its Subsidiaries was a “passive foreign investment company” as defined in Section 1297 of the Code (“PFIC”)for such year, or (B) the Company and/or one or more of its Subsidiaries was a PFIC for such year, in which event the Company shall provideto such Purchaser, upon the reasonable written request of such Purchaser, the information reasonably necessary to allow such Purchaserto elect to treat each of the Company and any applicable Subsidiaries (if any), respectively, as a “qualified electing fund”(within the meaning of Section 1295 of the Code for such year, including a “PFIC Annual Information Statement” as describedin Treasury Regulation Section 1.1295-1(g)(1) (or any successor Treasury Regulation).

4.16. Reservationof Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep availableat all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue Sharespursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

4.17. ExerciseProcedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasersin order to exercise the Warrants. No legal opinion, other information or instructions shall be required of the Purchasers to exercisetheir Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallionguarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. TheCompany shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periodsset forth in the Transaction Documents.

5.1. Termination.This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoeveron the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummatedon or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affectthe right of any party to sue for any breach by any other party (or parties).

5.2. Feesand Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expensesof its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, withoutlimitation, any fees required for same-Calendar Day processing of any instruction letter delivered by the Company and any exercise noticedelivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3. EntireAgreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreementsand understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,exhibits and schedules.

5.4. Notices.Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shallbe deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via emailat the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day,(b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email at the email address asset forth on the signature pages attached hereto on a Calendar Day that is not a Trading Day or later than 5:30 p.m. (New York City time)on any Trading Day, (c) the second (2^nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnightcourier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices andcommunications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any TransactionDocument constitutes, or contains material, non-public information regarding the Company or any of the Subsidiaries, the Company shallsimultaneously furnish such notice to the Commission pursuant to a Report of Foreign Private Issuer on Form 6-K.

5.5. Amendments;Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Pre-Funded Warrantsbased on the initial Subscription Amounts hereunder (or, prior to Closing, the Company and each Purchaser) or, in the case of a waiver,by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionatelyand adversely impacts a Purchaser (or multiple Purchasers), the consent of such disproportionately impacted Purchaser (or multiple Purchasers)shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemedto be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirementhereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaserrelative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affectedPurchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities andthe Company.

5.6. Headings.The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect anyof the provisions hereof.

5.7. Successorsand Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (otherthan by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns ortransfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, bythe provisions of the Transaction Documents that apply to the “Purchasers.”

5.8. NoThird-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors andpermitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise setforth in Section 4.8 and this Section 5.8.

5.9. GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall begoverned by and construed and enforced in accordance with the law of the State of New York without regard to the principles of conflictsof law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courtssitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sittingin the City and County of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplatedhereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court,that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personalservice of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certifiedmail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement andagrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall bedeemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceedingto enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailingparty in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and othercosts and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10. Survival.The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11. Execution.This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreementand shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood thatthe parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signatureis executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.12. Severability.If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full forceand effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable effortsto find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remainingterms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13. Rescissionand Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) anyof the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Documentand the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind orwithdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in wholeor in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of anexercise of a Warrant, the applicable Purchaser shall be required to return any Ordinary Shares subject to any such rescinded exercisenotice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such Shares and the restorationof such Purchaser’s right to acquire such Shares pursuant to such Purchaser’s Warrant (including, issuance of a replacementwarrant certificate evidencing such restored right).

5.14. Replacementof Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Companyshall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieuof and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Companyof such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonablethird-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15. Remedies.In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasersand the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages maynot be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and herebyagree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law wouldbe adequate.

5.16. PaymentSet Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document ora Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exerciseor any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by orare required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any suchrestoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effectas if such payment had not been made or such enforcement or setoff had not occurred.

5.17. IndependentNature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are severaland not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performanceof the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a groupwith respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independentlyprotect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other TransactionDocuments, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. TheCompany has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and notbecause it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision containedin this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company andthe Purchasers collectively and not between and among the Purchasers.

5.18. [Reserved].

5.19. Saturdays,Sundays, Holidays, etc. If the last or appointed Calendar Day for the taking of any action or the expiration of any right requiredor granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding BusinessDay.

5.20. Construction.The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documentsand, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shallnot be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference toshare prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits, sharedividends, share combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.

5.21. WAIVEROF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLYAND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVESFOREVER TRIAL BY JURY.

[PRZO Securities Purchase Agreement SignaturePages Follows]

[PRZO Securities Purchase Agreement –Company Signature Page]

IN WITNESS WHEREOF, the partieshereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date firstindicated above.

[PRZO Securities Purchase Agreement –Investor Signature Page]

IN WITNESS WHEREOF, the undersignedhas caused this Securities Purchase Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Exhibit 1.41.1

Form of Pre-Funded Warrant

35

Exhibit 10.2

REGISTERED PRE-FUNDED WARRANT TO PURCHASE ORDINARYSHARES

PARAZERO TECHNOLOGIES LTD.

THIS PRE-FUNDED WARRANTTO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, [●] or its assigns(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafterset forth, at any time until this Warrant is exercised in full (the “Termination Date”), to subscribe for andpurchase from ParaZero Technologies Ltd., an Israeli corporation (the “Company”), up to [●] ordinary shares(as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) Ordinary Share underthis Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

1.1. “Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

1.2. “BidPrice” means, for any date, the price determined by the first of the following clauses that applies: (a) if the OrdinaryShares are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest precedingdate) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Dayfrom 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weightedaverage price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the OrdinaryShares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on the PinkOpen Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per OrdinaryShare so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiserselected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,the fees and expenses of which shall be paid by the Company.

1.3. “Boardof Directors” means the board of directors of the Company.

1.4. “BusinessDay” means a Calendar Day other than a Saturday, Sunday or any other Calendar Day which is a federal legal holiday in theUnited States or any Calendar Day on which the commercial banks in the City of New York are required by law or other governmental actionto close, provided that the commercial banks in the City of New York shall not be deemed to be required to be closed due to a “stayat home,” “shelter in place,” “non-essential employee” or similar orders or restrictions or the closureof any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (includingfor wire transfers) of commercial banks in the City of New York generally are open for use by customers on such Calendar Day.

1.5. “CalendarDay” means each and every day of the week (Sunday, Monday, Tuesday, Wednesday, Thursday, Friday and Saturday).

1.6. “Commission”means the United States Securities and Exchange Commission.

1.7. “ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.8. “OrdinaryShare” means the ordinary shares of the Company, NIS 0.02 par value per share, and any other class of securities into whichsuch securities may hereafter be reclassified or changed.

1.9. “OrdinaryShare Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquireat any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument thatis at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

1.10. “Person”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

1.11. “RegistrationStatement” means the Company’s registration statement on Form F-3 (File No. 333-281443).

1.12. “SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.13. “Subsidiary”means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formedor acquired after the date hereof.

1.14. “TradingDay” means a Calendar Day on which the principal Trading Market is open for trading.

1.15. “TradingMarket” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading onthe date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NewYork Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

1.16. “TransactionDocuments” means the Securities Purchase Agreement, these Warrants, such other Warrants as contemplatedin the Securities Purchase Agreement and all exhibits and schedules thereto and hereto and any other documents or agreements executedin connection with the transactions contemplated hereunder.

1.17. “TransferAgent” means VStock Transfer LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,Woodmere, NY 11598 and an email address of action@vstocktransfer.com, and any successor transfer agent of the Company.

1.18. “VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listedor quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest precedingdate) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Dayfrom 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volumeweighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if theOrdinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported onthe Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid priceper Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independentappraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable tothe Company, the fees and expenses of which shall be paid by the Company.

1.19. “Warrants”means this Warrant and other Ordinary Shares purchase warrants issued by the Company pursuant to the Securities Purchase Agreement.

2.1. Exerciseof Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or timeson or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submittedby e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form attached hereto as Exhibit 2.1 (the “Noticeof Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the StandardSettlement Period (as defined in Section 2.4.1 herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregateExercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn ona United States bank unless the cashless exercise procedure specified in Section 2.3 below is specified in the applicable Notice of Exercise.No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) ofany Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrenderthis Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercisedin full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days after thedate on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of aportion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of WarrantShares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shallmaintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objectionto any Notice of Exercise within one (1) Trading Day after receipt of such notice. The Holder and any assignee, by acceptance of thisWarrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the WarrantShares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated onthe face hereof.

2.2. ExercisePrice. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.00001 per Warrant Share, subjectto adjustment hereunder (such nominal exercise price, the “Exercise Price”), was pre-funded to the Companyon or prior to the Initial Exercise Date and, consequently, no additional consideration (other than such Exercise Price) shall be requiredto be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refundof all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever.

2.3. CashlessExercise. This Warrant may also be exercised, in whole or in part, by means of a “cashless exercise” in which theHolder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

If WarrantShares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the SecuritiesAct, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to takeany position contrary to this Section 2.3.

2.4. Mechanicsof Exercise.

2.4.1. Deliveryof Warrant Shares upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the TransferAgent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Companythrough its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in suchsystem and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the WarrantShares by Holder or (B) this Warrant is being exercised via cashless exercise and otherwise by physical delivery of a certificate or byelectronic delivery (at the election of the Holder), for the number of Warrant Shares to which the Holder is entitled pursuant to suchexercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day afterthe delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period afterthe delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon deliveryof the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shareswith respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that paymentof the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) TradingDay and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstandinganything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO underthe Exchange Act to have become the holder of the Warrant Shares upon delivery of the applicable Notice of Exercise irrespective of thedate of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Noticeof Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Noticeof Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date)for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstandingand exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressedin a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the dateof delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or priorto 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of theSecurities Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York Citytime) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, providedthat payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share DeliveryDate.

2.4.2. Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holderand upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencingthe rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all otherrespects be identical with this Warrant.

2.4.3. RescissionRights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2.4.1by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

2.4.4. Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise. In addition to any other rights available to the Holder,if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section2.4.1 above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by itsbroker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Sharesto deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a“Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’stotal purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained bymultiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise atissue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder,either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored and returnany amount received by the Company in respect of the Exercise Price for those Warrant Shares (in which case such exercise shall be deemedrescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with itsexercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligationof $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holdershall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of theCompany, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies availableto it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respectto the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.

2.4.5. NoFractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise ofthis Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by theExercise Price or round up to the next whole share.

2.4.6. Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or otherincidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, andsuch Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant whensurrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit 2.4.6 duly executed by the Holderand the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidentalthereto. The Company shall pay all Transfer Agent fees required for same-Trading Day processing of any Notice of Exercise and all feesto the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-TradingDay electronic delivery of the Warrant Shares.

2.4.7. Closingof Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of thisWarrant, pursuant to the terms hereof.

2.5. Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exerciseas set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons actingas a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, thenumber of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of OrdinaryShares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number ofOrdinary Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned bythe Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion ofany other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversionor exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordancewith Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder thatthe Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holderis solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in thisSection 2.5 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder togetherwith any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of theHolder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of thisWarrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verifyor confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determinedin accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section2.5, in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflectedin (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent publicannouncement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of OrdinaryShares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writingto the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determinedafter giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliatesor Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “BeneficialOwnership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to theissuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease theBeneficial Ownership Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in no event exceeds4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise ofthis Warrant held by the Holder and the provisions of this Section 2.5 shall continue to apply. Any increase in the Beneficial OwnershipLimitation will not be effective until 61 Calendar Days after such notice is delivered to the Company. The provisions of this paragraphshall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 to correct thisparagraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein containedor to make changes or supplements necessary or desirable to properly give effect to such limitation, and, in addition, with the intentionthat Section 328 to the Israeli Companies Law, 1999, shall not apply to any of the transactions contemplated under this Warrant. The limitationcontained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

3.1. ShareDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makesa distribution or distributions on Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which,for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstandingOrdinary Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares intoa smaller number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of share capital of the Company, then ineach case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excludingtreasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Sharesoutstanding immediately after such event, and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionatelyadjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3.1shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distributionand shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

3.2. SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3.1 above, if at any time the Company grants, issues or sellsany Ordinary Share Equivalents or rights to purchase share, warrants, securities or other property pro rata to all (or substantially all)of the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitledto acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if theHolder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations onexercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is takenfor the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of OrdinaryShares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’sright to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holdershall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a resultof such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

3.3. ProRata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or otherdistribution of its assets (or rights to acquire its assets) to all (or substantially all) holders of Ordinary Shares, by way of returnof capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by wayof a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distributionto the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable uponcomplete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the BeneficialOwnership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, thedate as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however,that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the BeneficialOwnership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownershipof any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyancefor the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial OwnershipLimitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portionof the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

3.4. FundamentalTransaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more relatedtransactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directlyor indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all ofits assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer(whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender orexchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding OrdinaryShares or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or morerelated transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory shareexchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or otherbusiness combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) withanother Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares or 50%or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, uponany subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuableupon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard toany limitation in Section 2.5 on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporationor of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisableimmediately prior to such Fundamental Transaction (without regard to any limitation in Section 2.5 on the exercise of this Warrant).For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such AlternateConsideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction,and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative valueof any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities,cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Considerationit receives upon any exercise of this Warrant following such Fundamental Transaction. ¹The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “SuccessorEntity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documentsin accordance with the provisions of this Section 3.4 pursuant to written agreements in form and substance reasonably satisfactory tothe Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option ofthe Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantiallysimilar in form and substance to this Warrant that is exercisable for a corresponding number of shares of share capital of such SuccessorEntity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regardto any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies theexercise price hereunder to such shares of share capital (but taking into account the relative value of the Ordinary Shares prior tosuch Fundamental Transaction and the value of such shares of share capital, such number of shares of share capital and such exerciseprice being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such FundamentalTransaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummationof such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the SuccessorEntity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior theretoand the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant andthe other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally,had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of thisSection 3.4 regardless of (i) whether the Company has sufficient authorized Ordinary Shares for the issuance of Warrant Shares and/or(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

3.5. Calculations.All calculations under this Section 3 shall be made to the nearest fraction of a cent as in the initial Exercise Price or the nearest1/100th of a share, as the case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstandingas of a given date shall be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.

3.6. Noticeto Holder.

3.6.1. Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptlydeliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the numberof Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

3.6.2. Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the OrdinaryShares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Companyshall authorize the granting to all holders of the Ordinary Share rights or warrants to subscribe for or purchase any shares of sharecapital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassificationof the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transferof all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities,cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairsof the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shallappear upon the Warrant Register of the Company, at least 20 Calendar Days prior to the applicable record or effective date hereinafterspecified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitledto such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holdersof the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverableupon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such noticeor any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in suchnotice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding theCompany or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of ForeignPrivate Issuer on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of suchnotice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

4.1. Transferability.This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of thisWarrant substantially in the form attached hereto as Exhibit 2.4.6 duly executed by the Holder or its agent or attorney and fundssufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, theCompany shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denominationor denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of thisWarrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shallnot be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case,the Holder shall surrender this Warrant to the Company within three (3) Trading Days after the date on which the Holder delivers an assignmentform to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a newholder for the purchase of Warrant Shares without having a new Warrant issued.

4.2. NewWarrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of theCompany, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holderor its agent or attorney. Subject to compliance with Section 4.1, as to any transfer which may be involved in such division or combination,the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice. All Warrants issued on transfers or exchanges shall be dated the initial Issuance Date of this Warrant and shall beidentical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

4.3. WarrantRegister. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “WarrantRegister”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holderof this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all otherpurposes, absent actual notice to the contrary.

5.1. NoRights as Shareholder until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividendsor other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2.4.1, except as expressly set forthin Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section2.3 or to receive cash payments pursuant to Section 2.4.1 and Section 2.4.4 herein, in no event shall the Company be required to net cashsettle an exercise of this Warrant.

5.2. Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not includethe posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will makeand deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

5.3. Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required orgranted herein shall not be a Trading Day, then such action may be taken, or such right may be exercised, on the next succeeding TradingDay.

5.4. AuthorizedShares.

5.4.1. Reservationof Authorized and Unissued Shares. The Company covenants that, during the period the Warrant is outstanding, it will reservefrom its authorized and unissued Ordinary Shares a sufficient number of Ordinary Shares to provide for the issuance of the Warrant Sharesupon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitutefull authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchaserights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares maybe issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market uponwhich the Ordinary Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchaserights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such WarrantShares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable (which means that no further sums arerequired to be paid by the holders thereof in connection with the issue thereof) and free from all taxes, liens and charges created bythe Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

5.4.2. Noncircumvention.Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issueor sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of thisWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as maybe necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generalityof the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exerciseimmediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Companymay validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commerciallyreasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,as may be, necessary to enable the Company to perform its obligations under this Warrant.

5.4.3. Authorizations,Exemptions and Consents. Before taking any action that would result in an adjustment in the number of Warrant Shares for whichthis Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consentsthereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

5.5. GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed byand construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflictsof law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Boroughof Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussedherein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personallysubject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceedingby mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the addressin effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process andnotice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permittedby law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party insuch action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs andexpenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothingin this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securitieslaws.

5.6. Restrictions.The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does notutilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

5.7. Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operateas a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the rightto exercise this Warrant terminates on the Termination Date. No provision of this Warrant shall be construed as a waiver by the Holderof any rights which the Holder may have under the federal securities laws and the rules and regulations of the Commission thereunder.Without limiting any other provision of this Warrant or the Securities Purchase Agreement, if the Company willfully and knowingly failsto comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holdersuch amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, includingthose of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any ofits rights, powers or remedies hereunder.

5.8. Notices.Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Noticeof Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressedto the Company, at 1 Hatachana Street, Kfar Saba, 4453001, Israel, Attention: Ariel Alon, Chief Executive Officer, email address: ariel@parazero.com,or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or othercommunications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sentby a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearingon the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliestof (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section5.8 prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communicationis delivered via e-mail at the e-mail address set forth in this Section 5.8 on a Calendar Day that is not a Trading Day or later than5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationallyrecognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extentthat any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign Private Issuer on Form 6-K.

5.9. Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchaseWarrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder forthe purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or bycreditors of the Company.

5.10. Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

5.11. Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure tothe benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceableby the Holder or holder of Warrant Shares.

5.12. Amendment.This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, anda majority-in-interest of Holders of the Warrants, on the other hand. No modification or amendment or modification of the provisions hereofmay be waived in a manner that is more favorable to other holder(s) of Warrants, as applicable, or to treat any holder(s) of Warrantsin a manner that is in any respect not equal to the treatment of all other holder(s) of Warrants.

5.13. Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

5.14. Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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[PRZO Investor Registered Pre-Funded WarrantSignature Page Follows]

[PRZO Investor Registered Pre-Funded WarrantSignature Page]

IN WITNESS WHEREOF, the Companyhas caused this Registered Pre-Funded Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

Exhibit 2.1

NOTICE OF EXERCISE

(1) Theundersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercisedin full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Paymentshall take the form of (check applicable box):

(3) Pleaseissue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall bedelivered to the following DWAC Account Number:

[PRZO Investor Registered Pre-Funded WarrantExercise Notice – Investor Signature Page]

Exhibit 2.4.6

ASSIGNMENT FORM

(To assign the foregoing Warrant,execute this form and supply required information. Do not use this form to exercise the Warrant to purchase Ordinary Shares.)

FOR VALUE RECEIVED, the foregoingWarrant and all rights evidenced thereby are hereby assigned to