6-K - ENLV - Equibles

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: March 2026

Commission file number: 001-36578

ENLIVEX LTD.

(Translation of registrant’s name into English)

14 Einstein Street, Nes Ziona, Israel 7403618

(Address of principal executive offices)

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

Form 20-F ☒ Form 40-F ☐

Securities Purchase Agreementand Senior Secured Convertible Promissory Note

On March 23, 2026, Enlivex Ltd., a company organized under the laws of the State of Israel (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lind Global Asset Management XIV, LLC, a Delaware limited liability company (the “Investor”), providing for the Company’s issuance and sale to, and purchase by, the Investor of a Senior Secured Convertible Promissory Note due March 23, 2027 (the “Note”) in the aggregate principal amount of $21.0 million in a private placement (the “Private Placement”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Private Placement closed on March 23, 2026 (the “Closing Date”), on which date the Investor paid to the Company an aggregate purchase price of $19.0 million for the Note. After deducing the commitment fee provided for under the Purchase Agreement, the Company received net proceeds of approximately $18.7 million before offering expenses.

The Note is the senior secured obligation of the Company and ranks equal in right of payment with all of the Company’s existing unsubordinated indebtedness and senior in right of payment with all of the Company’s future indebtedness and equity. The Note does not bear interest other than upon and during the continuance of an event of default, in which case the Note bears interest at the rate of 10.0% per annum. The Note matures on March 23, 2027, unless earlier converted or repaid. The Note is repayable by the Company in nine monthly installments of approximately $2.3 million each (the “Monthly Payment”), commencing on the 90^th^ day following the Closing Date. The Company may elect to pay a Monthly Payment in cash, plus 4.0% of the amount of such payment, in the Company’s ordinary shares, par value NIS 0.40 per share (“Ordinary Shares”), or a combination thereof. If the Company elects to make any payment in Ordinary Shares, then such shares (“Repayment Shares”) are valued based on 90% of the five lowest daily volume weighted average prices during the 20 trading days immediately prior to such payment. In certain circumstances, as set forth in the Note, the Investor may elect to increase the Monthly Payment to either $3.0 million or $5.0 million; provided that no such increase would increase the aggregate principal amount of the Note. The Company may not elect to make any repayment in Repayment Shares unless, at the time of such repayment, the Repayment Shares have been registered for resale under the Registration Statement (as defined below) or such shares may be immediately resold by the Investor in accordance with Rule 144 promulgated under the Securities Act.

Subject to the satisfaction of certain conditions, the Company may prepay all, but not less than all, of the then outstanding principal amount of the Note pursuant to the delivery to the Investor of an amount equal to 105% of such then outstanding principal amount.

Pursuant to the terms of the Purchase Agreement, the Company has agreed to file with the Securities and Exchange Commission (the “SEC”), on or prior to the 30^th^ day following the Closing Date, a registration statement (the “Registration Statement”), registering under the Securities Act the resale by the Investor of the Repayment Shares and the Ordinary Shares into which the Note may be converted (the “Conversion Shares” and, together with the Repayment Shares, the “Investor Shares”, and together with the Note, the “Securities”). The Company has agreed to pay to the Investor customary liquidated damages in the event that the Company fails to timely file the Registration Statement, such Registration Statement is not declared effective by the SEC on or prior to the 90^th^ day following the Closing Date or the Registration Statement is not available for use by the Investor for the resale of the Investor Shares.

The Note may be converted into Conversion Shares at an initial conversion price of $2.69175 per share, subject to customary adjustments for stock splits, stock dividends and recapitalizations, as described in the Note. The Investor may elect to convert the Note at any time after (i) the earlier to occur of (A) the date on which the Registration Statement is declared effective by the SEC and (B) the date on which Conversion Shares may be immediately resold by the Investor under Rule 144 promulgated under the Securities Act without restriction on the number of shares to be sold or manner of sale and (ii) the 90^th^ day following the Closing Date.

The Purchase Agreement and the Note contain (i) customary representations, warranties and agreements by the Company and the Investor and (ii) certain restrictive covenants that, among other things, generally limit the ability of the Company to create certain liens, incur certain indebtedness, or enter into certain capital raising transactions involving the forward-pricing of Ordinary Shares. The foregoing restrictive covenants are subject to a number of important exceptions and qualifications, as set forth in the Note and the Purchase Agreement.

The Note provides for customary events of default which include (subject in certain cases to grace and cure periods), among others, the following: nonpayment of principal or interest; breach of covenants or other agreements in the Note and the Purchase Agreement; the failure to have timely filed the Registration Statement, and certain events of bankruptcy. Generally, if an event of default occurs and is continuing under the Note, the Investor may require the Company to repurchase the Note at a repurchase price equal to 110% of the outstanding principal amount of the Note, plus accrued and unpaid interest thereon.

The Company intends to use the net proceeds from the Private Placement for working capital and other general corporate purposes, which may include the repurchase of Ordinary Shares in accordance with any repurchase program adopted by the Company’s board of directors.

The Securities have not been registered under the Securities Act, or any state securities laws and have been offered pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Investor, including that it is an “accredited investor” as defined Rule 501(a) promulgated under the Securities Act. The Securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

SecurityAgreement

To secure the Company’s obligations under the Note, on the Closing Date, the Company and the Investor entered into a security agreement (the “Security Agreement”), pursuant to which the Company granted to the Investor a first priority security interest in certain of the Company’s accounts containing the Company’s digital assets, including its RAIN token portfolio, including, among other things, all digital assets and other assets in such accounts, all books and records related thereto and any and all proceeds thereof (the “Collateral”).

Amendmentto Asset Management Agreement

As previously reported, on November 20, 2025, the Company entered into an asset management agreement (the “Asset Management Agreement”) with Elinnovation Labs Ltd., a company organized under the laws of the State of Israel (the “Asset Manager”), pursuant to which the Asset Manager provides asset management services with respect to certain cash proceeds of the Company’s securities offerings and other capital the Company may from time to time designate, together with digital assets and other assets acquired with or in respect of such proceeds held in accounts and cryptocurrency wallets controlled by the Company. On the Closing Date, the Company, the Investor and the Asset Manager entered into a Joinder and First Amendment to the Asset Management Agreement (the “Amendment”), pursuant to which the Company granted the Investor certain rights with respect to the Collateral to secure the Company’s obligations under the Note.

The foregoing descriptions of the Purchase Agreement, the Note, the Security Agreement and the Amendment are only summaries and are qualified in their entirety by reference to the complete text of the Purchase Agreement, the Note, the Security Agreement and the Amendment, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Report on Form 6-K and incorporated by reference herein.

ShareRepurchase Program

On March 15, 2026, the Company’s Board of Directors approved the adoption of a share repurchase program to acquire up to $20 million of Ordinary Shares, subject to the satisfaction of applicable regulatory requirements. Under the repurchase program, share repurchases may be made at the Company’s discretion from time to time in open market transactions, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and number of shares repurchased under the program will depend on a variety of factors, including, without limitation, share price, trading volume, and general business and market conditions. The repurchase program does not obligate the Company to purchase any shares, has no expiration date and may be modified, suspended or terminated at any time.

Extensionof RAIN Option

As previously reported, on November 13, 2025, in connection with the Company’s digital asset treasury strategy, the Company entered into an agreement with the RAIN Foundation pursuant to which it obtained an exclusive option (the “RAIN Option”) to purchase up to an aggregate of 278,181,818,181 of RAIN tokens. The RAIN Option is exercisable, in whole or in part, at the Company’s discretion at a price of $0.0033 per RAIN token at any time prior to December 1, 2026. On March 15, 2026, the Company and the RAIN Foundation amended the RAIN Option to extend its duration through December 31, 2027. The other material terms of the RAIN Option remain unmodified and in full force and effect.

PressRelease and Investor Presentation

On March 24, 2026, the Company issued a press release announcing the Private Placement, the Company’s share repurchase program, the extension of the RAIN Option and the partial exercise thereof. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Additionally, the Company has posted to its website an updated investor presentation, a copy of which is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

The information contained in this Report on Form 6-K (including the exhibits hereto), other than the information under the heading “Press Release and Investor Presentation” and Exhibit 99.1 and Exhibit 99.2, is hereby incorporated by reference into the Company’s registration statements on Forms S-8, F-3 and F-3MEF (File No. 333-256799, File No. 333-232413, File No. 333-252926, File No. 333-286956, File No. 333-292417 and File No. 333-294284), filed with the SEC.

Exhibit No.
10.1*	Securities Purchase Agreement, dated March 23, 2026, by and between Enlivex Ltd. and Lind Global Asset Management XIV LLC.
10.2	Form of Senior Secured Convertible Promissory Note.
10.3*	Security Agreement, dated March 23, 2026, by and between Enlivex Ltd. and Lind Global Asset Management XIV LLC.
10.4*	Joinder and First Amendment to Asset Management Agreement, dated March 23, 2026, by and among Enlivex Ltd., Elinnovation Labs Ltd. and Lind Global Asset Management XIV LLC.
99.1	Press Release
99.2	Investor Presentation
*	Exhibits or schedules have been omitted because such information is both (i) not material and (ii) would<br>be competitively harmful if publicly disclosed.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Enlivex Ltd.
(Registrant)
By:	/s/ Oren Hershkovitz
Name:<br><br> <br>Title:	Oren Hershkovitz<br><br>Chief Executive Officer

Date: March 24, 2026

Exhibit 10.1

Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of March 23, 2026, by and between Enlivex Ltd., a company organized under the laws of the State of Israel (the “Company”), and Lind Global Asset Management XIV LLC, a Delaware limited liability company (the “Investor”).

BACKGROUND

A. The board of directors of the Company (the “Board of Directors”) has authorized the sale and issuance to Investor of the Note (as defined below).

B. The Investor desires to purchase the Note on the terms and conditions set forth in this Agreement.

C. Concurrently with the execution of this Agreement, (i) the Company and the Investor will enter into a security agreement, substantially in the form attached hereto as Exhibit A (the “Security Agreement”), pursuant to which the Company will grant a first priority security interest in the Collateral (as defined in the Security Agreement) to secure its obligations hereunder and under the other Transaction Documents and (ii) the Company, the Investor, and Elinnovation Labs Ltd., a company organized under the laws of the State of Israel (the “Asset Manager”) will enter into an amendment to that certain Asset Management Agreement, dated as of November 20, 2025, by and between the Company and the Asset Manager (such agreement, as amended by such amendment, the “AccountControl Agreement”), substantially in the form attached hereto as Exhibit B, pursuant to which the Company will grant the Investor certain signatory rights with respect to a portion of the Company’s digital asset portfolio comprising RAIN tokens, to secure the Company’s obligations hereunder and under the Note.

NOW THEREFORE, in consideration of the foregoing recitals and the covenants and agreements set forth herein, and intending hereby to be legally bound, the Company and the Investor hereby agree as follows:

1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings specified or indicated below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Account ControlAgreement” has the meaning set forth in the recitals.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

“Agreement” has the meaning set forth in the preamble.

“ATM Agreement(s)” means that certain At-the-Market Sales Agreement, dated November 24, 2025, by and between the Company and BTIG, LLC, as may be amended by the parties thereto from time to time, together with any successor, replacement or additional at-the-market sales agreement entered into by the Company after the date hereof.

“Board of Directors” has the meaning set forth in the recitals.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banks are permitted or required to be closed in New York City or the State of Israel.

“Capital Shares” means the Ordinary Shares, preferred shares and any other classes of shares in the registered share capital of the Company.

“Change of Control” means, with respect to the Company, on or after the date of this Agreement:

(a)	a change in the composition of the Board of Directors of the Company at a single shareholder meeting where<br>a majority of the individuals that were directors of the Company immediately prior to the start of such shareholder meeting are no longer<br>directors at the conclusion of such meeting, without prior written consent of the Investor;
(b)	a change, without prior written consent of the Investor, in the composition of the Board of Directors<br>of the Company prior to the termination of this Agreement where a majority of the individuals that were directors as of the date of this<br>Agreement cease to be directors of the Company prior to the termination of this Agreement;
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(c)	other than a shareholder that holds such a position at the date of this Agreement, if a Person comes to<br>have beneficial ownership, control or direction over more than fifty percent (50%) of the voting rights attached to the Ordinary Shares;<br>and
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(d)	the sale or other disposition by the Company or any of its Subsidiaries in a single transaction, or in<br>a series of transactions, of all or substantially all of their assets on a consolidated basis.
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“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

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

“Collateral” has the meaning set forth in the Security Agreement.

“Commitment Fee” means an amount representing 1.5% of the Funding Amount and equal to Two Hundred Eighty Five Thousand Dollars ($285,000).

“Company” has the meaning set forth in the preamble.

“Conversion Shares” means the Ordinary Shares issuable upon the full or any partial conversion of the Note.

“Disclosure Letter” has the meaning set forth in Section 3.

“Effectiveness Period” has the meaning set forth in Section 9.2(a).

“Equity Interests” means and includes Capital Shares, membership interests and other similar equity securities of the Company, and shall also include warrants or options to purchase Capital Shares, membership interests or other equity interests of the Company.

“Event” means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts.

“Event of Default” has the meaning set forth in Section 7.1.

“Exempted Securities” means (a) equity securities issued by reason of a dividend, stock split, split-up or other distribution on Ordinary Shares, (b) Ordinary Shares, restricted stock units, or rights, warrants or options to purchase Ordinary Shares issued to employees, officers or directors of the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors (“EquityPlans”), (c) Ordinary Shares actually issued upon the exercise of options or warrants, the settlement of restricted stock units, or the conversion or exchange of any securities convertible into Ordinary Shares, in each case issued to employees, officers or directors of, the Company or any of its Subsidiaries pursuant to an Equity Plan and provided that such issuance is pursuant to the terms of the applicable option, restricted stock unit, warrant or convertible security, (d) Investor Shares, (e) Ordinary Shares sold by the Company pursuant to the ATM Agreement(s) and (f) Ordinary Shares issuable upon exercise of warrants outstanding on the date hereof.

“FCPA” has the meaning set forth in Section 3.24.

**“Form 6-K”**has the meaning set forth in Section 5.9.

“Funding Amount” means an amount equal to Nineteen Million Dollars ($19,000,000).

“GAAP” has the meaning set forth in Section 3.5(b).

“Governmental Authority” means the government of the United States or any other nation (including, without limitation, the State of Israel), or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Indebtedness” has the meaning set forth in the Note.

“Investor” has the meaning set forth in the preamble.

“Investor Group” means the Investor plus any other Person with which the Investor is considered to be part of a group under Section 13 of the 1934 Act or with which the Investor otherwise files reports under Sections 13 and/or 16 of the 1934 Act.

“Investor Party” has the meaning set forth in Section 5.10(a).

“Investor Shares” means the Conversion Shares and any other Ordinary Shares issued or issuable to the Investor pursuant to this Agreement or the Note, without giving effect to the Maximum Percentage.

“IP Rights” has the meaning set forth in Section 3.10.

“Israeli CompaniesLaw” means the Israeli Companies Law, 1999 and the rules and regulations promulgated thereunder.

“Israeli SecuritiesLaw” means the Israeli Securities Law, 1968 and the rules and regulations promulgated thereunder.

“Law” means any law, rule, regulation, order, judgment or decree, including, without limitation, any U.S. federal and state securities Laws, the Israeli Companies Law and the Israeli Securities Law.

“Legend Removal Date” has the meaning set forth in Section 5.1(d).

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

“Losses” has the meaning set forth in Section 5.10(a).

“Material AdverseEffect” means any material adverse effect on (i) the businesses, properties, assets, prospects, operations, results of operations or financial condition of the Company, or the Company and the Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder or under the Security Documents or the Note; provided,however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of general economic conditions; (b) any adverse effect resulting from or arising out of general conditions in the industries in which the Company and the Subsidiaries operate; (c) any adverse effect resulting from any changes to applicable Law; or (d) any adverse effect resulting from or arising out of any natural disaster, pandemic or other health emergency, or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; provided, further, that any event, occurrence, fact, condition or change referred to in clauses (a) and (b) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company and/or the Subsidiaries (taken as a whole) compared to other similarly situated companies in the industries in which the Company and the Subsidiaries operate.

“Maximum Percentage” means, with respect to the beneficial ownership of the Investor Group (as calculated pursuant to Section 13(d) of the 1934 Act and Rule 13d-3 promulgated by the SEC under the 1934 Act) of any class of Equity Interests in the Company that is registered under the 1934 Act, 9.99%.

“Money LaunderingLaws” has the meaning set forth in Section 3.25.

“Note” has the meaning set forth in Section 2.1(a).

“OFAC” has the meaning set forth in Section 3.23.

“Ordinary Shares” means the ordinary shares of the Company, par value NIS 0.40 per share, and any other class of securities into which such ordinary shares may hereafter be reclassified or changed.

“Ordinary Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred share, right, option, restricted share unit, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“Organizational Documents” has the meaning set forth in Section 3.3.

“Permitted Indebtedness” means (a) the Company’s obligations under this Agreement, the Note and the other Transaction Documents; (b) Indebtedness existing on the Closing Date which is shown on Schedule 1 of the Disclosure Letter; (c) Indebtedness subordinated to the Company’s obligations under the Note and in connection with which the counterparty shall have entered into a subordination agreement reasonably acceptable to the Investor in its sole discretion; (d) Indebtedness obtained by the Company to acquire capital equipment, capital leases, or operating leases; (e) Indebtedness subordinated to the Company’s obligations under the Note pursuant to a subordination agreement reasonably acceptable to the Investor in its sole discretion to the extent the proceeds thereof are used to repay the Note as required by Section 5.7; (f) obligations in respect of workers’ compensation claims, health, disability or other benefits, public liability insurance, unemployment insurance, property, casualty or liability insurance, self-insurance obligations, bankers’ acceptances, or customs, completion, advance payment, performance, bid, appeal and surety bonds, completion guarantees, letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental law or permits or licenses from governmental authorities, and other similar obligations provided by the Company or any Subsidiary in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting the foregoing; (g) Indebtedness of the Company or any Subsidiary in respect of any agreement or other arrangement governing the provision of treasury, cash management services or deposit account overdraft protection services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services; (h) Indebtedness due to any landlord in connection with the financing by such landlord of leasehold improvements; and (i) Indebtedness in respect of obligations of the Company or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services on customary trade terms in the ordinary course of business.

“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation of Law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of Law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens incurred in connection with Permitted Indebtedness under clauses (a), (c), (d) and (e) thereunder (provided, however, that Liens incurred in connection with Permitted Indebtedness under clauses (c), (d) and (e) shall not constitute Permitted Liens to the extent such Liens are on the Collateral), (v) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods, (vii) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default, (viii) second priority or junior Liens that are subordinate to the Liens created by any security interest established in connection with this Agreement and the Security Documents (provided, however, that such Liens shall not constitute Permitted Liens to the extent such Liens are on the Collateral) and (ix) survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the Company’s and its Subsidiaries’ business or to the ownership of its or any Subsidiary’s properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of such business.

“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.

“Press Release” has the meaning set forth in Section 5.9.

“Principal Amount” has the meaning set forth in Section 2.1.

“Proceedings” has the meaning set forth in Section 3.6.

“Prohibited Transaction” means a transaction with a third party or third parties in which the Company issues or sells (or arranges or agrees to issue or sell):

(a) any debt, equity or equity-linked securities (including options or warrants) that are convertible into, exchangeable or exercisable for, or include the right to receive Ordinary Shares:

(i) at a conversion, repayment, exercise or exchange rate or other price that is based on, and/or varies with, a discount to the future trading prices of, or quotations for, Ordinary Shares; or

(ii) at a conversion, repayment, exercise or exchange rate or other price that is subject to being reset at some future date after the initial issuance of such debt, equity or equity-linked security or upon the occurrence of specified or contingent events (other than warrants that may be repriced by the Company and other than any securities issued with customary adjustment mechanics for stock splits, combinations, dividends and similar adjustments); or

(b) any securities in a capital or debt raising transaction or series of related transactions which grant to an investor the right to receive additional securities based upon future transactions of the Company on terms materially more favorable than those granted to such investor in such first transaction or series of related transactions;

and are deemed to include transactions generally referred to as at-the-market transactions (ATMs) or equity lines of credit and stand-by equity distribution agreements, and convertible securities and loans having a similar effect; provided, that the following shall not be considered Prohibited Transactions: (i) sales by the Company of Ordinary Shares under the ATM Agreement(s); or (ii) securities issuable under the Company’s equity plans, as approved by the Board of Directors or a committee thereof. Additionally, for the elimination of doubt, issuance of securities that do not include features specified in the immediately preceding clauses (i) and (ii) of subsection (a) of this definition shall not constitute Prohibited Transactions.

“Prospectus” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Investor Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and any “free writing prospectus” as defined in Rule 405 under the 1933 Act.

“register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document under the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document.

“Registration Statement” means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Investor Shares pursuant to the provisions of this Agreement, including the Prospectus and amendments and supplements to such Registration Statement, and including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“Reverse Split” has the meaning set forth in Section 5.18.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

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

“SEC Documents” has the meaning set forth in Section 3.5.

“Securities” means the Note and the Investor Shares.

“Securities TerminationEvent” means either of the following has occurred:

(a) trading in securities generally in the United States has been suspended or limited for a consecutive period of greater than three (3) Business Days; or

(b) a banking moratorium has been declared by the United States or the New York State authorities and is continuing for a consecutive period of greater than three (3) Business Days.

“Security Agreement” has the meaning set forth in the recitals.

“Security Documents” means the Security Agreement, the Account Control Agreement and any other document or agreement which the Investor reasonably deems necessary to grant and/or perfect Liens in favor of the Investor on the Collateral.

“Shareholder Approval” shall mean the approval of the holders of the applicable required majority of the Ordinary Shares: (a) if and to the extent legally required at any time the Note remains outstanding, to amend the Company’s Articles of Association to increase the authorized share capital of the Company by an amount sufficient to enable the Company to issue all of the Investor Shares issued and potentially issuable to the Investor under the Transaction Documents, or (b) if and to the extent required under the rules and regulations of the Trading Market, to ratify and approve all of the transactions contemplated by the Transaction Documents, including the issuance of all of the Investor Shares (as such term is defined in each of such documents) issued and potentially issuable to the Investor thereunder, all as may be required by the applicable rules and regulations of the Trading Market (or any successor entity).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Trading Day” means a day on which the Ordinary Shares are traded on a Trading Market.

“Trading Market” means whichever of the New York Stock Exchange, NYSE American, or the Nasdaq Stock Market (including the Nasdaq Capital Market), on which the Ordinary Shares are listed or quoted for trading on the date in question.

“Transaction Documents” means this Agreement, the Note, the Security Documents, the Account Control Agreement and any other documents or agreements executed or delivered in connection with the transactions contemplated hereunder.

“VWAP” means, as of any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of one Ordinary Share trading in the ordinary course of business at the applicable Trading Price for such date (or the nearest preceding date) on such Trading Market as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Ordinary Shares are not then listed on a Trading Market and if the Ordinary Shares are traded in the over-the-counter market, as reported by the OTCQX or OTCQB Markets, the volume weighted average price of one Ordinary Share for such date (or the nearest preceding date) on the OTCQX or OTCQB Markets, as reported by Bloomberg Financial L.P.; (c) if the Ordinary Shares are not then listed or quoted on a Trading Market or on the OTCQX or OTCQB Markets and if prices for the Ordinary Shares are then reported in the “Pink Sheets” published by the OTC Markets Group (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price of one Ordinary Share so reported, as reported by Bloomberg Financial L.P.; or (d) in all other cases, the fair market value of one Ordinary Share as determined by an independent appraiser selected in good faith by the Investor and reasonably acceptable to the Company.

2. PURCHASEAND SALE OF THE NOTE

2.1Purchase and Sale of the Note. Subject to the terms and conditions set forth herein, at the Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, in exchange for the Funding Amount, a convertible promissory note, in the form attached hereto as Exhibit C (the “Note”), in the principal amount of Twenty One Million Dollars ($21,000,000) (the “Principal Amount”).

2.2Closing. The closing hereunder, including payment for and delivery of the Note, shall take place remotely via the exchange of documents and signatures, no later than ten (10) Business Days following the execution and delivery of this Agreement, subject to satisfaction or waiver of the conditions set forth in Section 6, or at such other time and place as the Company and the Investor agree upon, orally or in writing (the “Closing,” and the date of the Closing being the “Closing Date”).

2.3Commitment Fee. At the Closing, the Company shall pay to the Investor the Commitment Fee, in United States dollars and in immediately available funds. The Commitment Fee shall be paid by being offset against the Funding Amount payable by the Investor at Closing.

2.4Prepayment Right. The Company will have the right to pre-pay the Outstanding Principal Amount (as such term is defined in the Note) pursuant to the terms and conditions set forth in the Note.

2.5 Senior Obligation. As an inducement for the Investor to enter into this Agreement and to purchase the Note, as between the Company and the Investor, all obligations of the Company under the Note shall be (a) equal in right of payment with any existing unsubordinated Indebtedness of the Company, which is outstanding as of the Closing Date and is set forth in Schedule 2.5 of the Disclosure Letter, and senior in right of payment to all future Indebtedness and equity of the Company; and (b) secured by a first priority security interest in and Lien upon the Collateral.

**3.**REPRESENTATIONSAND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Investor and covenants with the Investor that, except as set forth in the disclosure letter being delivered by the Company to the Investor (which disclosure letter may reference, with reasonable specificity and detail, matters that are disclosed in any SEC Document) (such disclosure letter hereby incorporated by reference in, and constituting an integral part of, this Agreement, the “Disclosure Letter”), the following representations and warranties are true and correct.

3.1 Organization and Qualification. The Company is a corporation duly organized and validly existing in good standing under the Laws of the State of Israel and has the requisite corporate power and authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and is in good standing (if a good standing concept exists in such jurisdiction) in every jurisdiction in which the ownership of its property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

3.2 Authorization; Enforcement; Compliance with Other Instruments. The Company has the requisite corporate power and authority to execute the Transaction Documents, to issue and sell the Note pursuant hereto, and to perform its obligations under the Transaction Documents, including issuing the Investor Shares on the terms set forth in this Agreement and the Note. The execution and delivery of the Transaction Documents by the Company and the issuance and sale by the Company of the Securities pursuant hereto, including without limitation the reservation of the Conversion Shares for future issuance, have been duly and validly authorized by the Board of Directors and no further consent or authorization is required by the Company, the Board of Directors, its shareholders or any other Person in connection therewith. The Transaction Documents have been, or will be at Closing, duly and validly executed and delivered by the Company and constitute, or will constitute upon their executing and delivery at Closing, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

3.3 No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Note hereunder will not (a) conflict with or result in a violation of the Company’s Articles of Association, as amended (the “OrganizationalDocuments”), (b) conflict with, or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, any material agreement to which the Company or any of the Subsidiaries is a party, or (c) subject to the making of the filings referred to in Section 5, violate in any material respect any Law or any rule or regulation of the Trading Market applicable to the Company or any of the Subsidiaries or by which any of their properties or assets are bound or affected. Assuming the accuracy of the Investor’s representations in Section 4.3 and subject to the making of the filings referred to in Section 5, (i) no approval or authorization will be required from any Governmental Authority or agency, regulatory or self-regulatory agency or other third party (including the Trading Market and the Tel Aviv Stock Exchange) in connection with the issuance of the Note and the other transactions contemplated by this Agreement (including the issuance of the Conversion Shares upon conversion of the Note and the issuance of any other Investor Shares upon the issuance or conversion thereof), and the Company will not be required to publish a prospectus in the State of Israel under the laws of the State of Israel with respect to the offer or sale of the Securities, and (ii) the issuance of the Note, and the issuance of the Conversion Shares upon the conversion of the Note and the issuance of any other Investor Shares upon the issuance or conversion thereof, will be exempt from the registration and qualification requirements under the 1933 Act and all applicable Laws of the State of Israel, including the Israeli Companies Law and the Israeli Securities Law (including that the Company will not be required to publish a prospectus in the State of Israel under the laws of the State of Israel with respect to the offer or sale of the Securities).

3.4 Capitalization and Subsidiaries.

(a) The authorized capital of the Company is NIS 950,000,000 divided into 2,375,000,000 Ordinary Shares with a nominal value of NIS 0.40 each. As of the close of business on March 20, 2026, 237,381,498 Ordinary Shares were issued and outstanding. As of March 20, 2026, (i) an aggregate of 9,370,386 Ordinary Shares are issuable upon exercise of awards granted under the Global Share Incentive Plan (2014) and the Global Share Incentive Plan (2019) and 15,629,614 additional shares are reserved for future issuance thereunder; and (ii) 7,567,162 Ordinary Shares are reserved for issuance upon exercise of outstanding warrants with exercise prices ranging from $0.001 to $25 per share. The Company has duly reserved up to 7,801,616 Ordinary Shares for issuance as Conversion Shares upon conversion of the Note and has duly reserved up to 48,000,000 Ordinary Shares for issuance as Repayment Shares (as such term is defined in the Note) under the terms of the Note. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and any other Investor Shares, if and when issued in connection with the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all taxes and Liens with respect to the issuance thereof (other than any such Liens imposed, or as a result of actions taken by, the Investor, and restrictions on the transfer of securities imposed by the 1933 Act and other applicable Law). No shares of the Company’s Capital Shares are subject to preemptive rights or any other similar rights or any Liens suffered or permitted by the Company. Except as set forth in the Disclosure Letter, the Organizational Documents on file on the SEC’s EDGAR website are true and correct copies of the Organizational Documents, as in effect as of the Closing Date. The Company is not in violation of any provision of its Organizational Documents.

(b) Schedule 3.4(b) lists each direct and indirect Subsidiary of the Company existing on the date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted.

(c) Except as set forth in Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. Except as set forth in Schedule 3.4(c), there are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

(d) The issuance and sale of any of the Securities will not obligate the Company to issue Ordinary Shares or other securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

(e) As of the date of this Agreement, the Company has sufficient authorized and unissued Ordinary Shares under its Articles of Association, as amended, to issue all of the Investor Shares pursuant to the terms of this Agreement and the Note (without regard to the Maximum Amount, conversion limitations or any other limitations on the issuance of Ordinary Shares contained herein or therein), without obtaining Shareholder Approval under any applicable Laws, including, without limitation, the Israeli Companies Act, the Israeli Securities Law, the rules and regulations of the Tel Aviv Stock Exchange and the rules and regulations of the Trading Market.

3.5 SEC Documents; Financial Statements.

(a) As of the Closing Date, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act for the two (2) years preceding the Closing Date (all of the foregoing filed or furnished prior to the Closing Date and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and to the Company’s knowledge none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has not ever been an issuer subject to Rule 144(i) under the 1933 Act.

(b) As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and audited by a firm that is a member of the Public Company Accounting Oversight Board, during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto, or, in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor in connection with the Investor’s purchase of the Note which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

(c) The Company’s independent registered public accounting firm is Yarel + Partners, with an address of Nirm 1, Tel Aviv, Israel 6706036. To the knowledge of the Company, such accounting firm (i) is a registered public accounting firm as required by the 1934 Act and (ii) expressed its opinion with respect to the audited financial statements included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024.

(d) The Company and the Subsidiaries are in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as of the Closing Date. Except as set forth in the SEC Documents, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for 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 1934 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 disclosed by the Company in the reports it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of December 31, 2024 (such date, the “Evaluation Date”). The Company presented in its Annual Report on Form 20-F for the year ended December 31, 2024 the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as disclosed in the SEC Documents, since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the 1934 Act) of the Company and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

3.6 Litigation and Regulatory Proceedings. There are no material actions, causes of action, suits, claims, proceedings, or, to the knowledge of the Company’s executive officers, inquiries or investigations (collectively, “Proceedings”) before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of the Subsidiaries, threatened against or affecting the Company or any of the Subsidiaries, the Ordinary Shares or any other class of issued and outstanding Capital Shares, or any of the Company’s or the Subsidiaries’ officers or directors in their capacities as such and, to the knowledge of the executive officers of the Company, there is no reason to believe that there is any basis for any such Proceeding.

3.7 No Undisclosed Events, Liabilities or Developments. No event, development or circumstance has occurred or exists, except for events, developments or circumstances that have been publicly disclosed or that would not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect, or to the knowledge of the executive officers of the Company is reasonably anticipated to occur or exist that (a) would reasonably be anticipated to have a Material Adverse Effect or (b) would be required to be disclosed by the Company under applicable U.S. securities Laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Ordinary Shares and which has not been publicly announced or otherwise publicly disclosed.

3.8Compliance with Law; Listing and Maintenance Requirements. The Company and each of the Subsidiaries have conducted and are conducting their respective businesses in compliance in all material respects with all applicable Laws and are in compliance in all material respects with the rules and regulations of the Trading Market. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the 1934 Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares under the 1934 Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Ordinary Shares are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

3.9Employee Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, 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 the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable local and foreign Laws 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 Adverse Effect.

3.10 Intellectual Property Rights. The Company and each Subsidiary owns or possesses adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (collectively, “IP Rights”) necessary to conduct their respective businesses as now conducted, except as would not reasonably be expected to have a Material Adverse Effect. None of the material IP Rights of the Company or any of the Subsidiaries are expected to expire or terminate within three (3) years from the date of this Agreement. Neither the Company nor any Subsidiary is infringing, misappropriating or otherwise violating any IP Rights of any other Person. No claim has been asserted, and no Proceeding is pending, against the Company or any Subsidiary alleging that the Company or any Subsidiary is infringing, misappropriating or otherwise violating the IP Rights of any other Person, and, to the Company’s knowledge, no such claim or Proceeding is threatened, and the Company is not aware of any facts or circumstances which might give rise to any such claim or Proceeding. The Company and the Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their material IP Rights.

3.11 Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign Laws relating to pollution or 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 or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as 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 respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval except where, in each of clause (i), (ii) and (iii), the failure to so comply would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.12 Title to Assets. The Company and the Subsidiaries have good and marketable title to all personal property owned by them which is material to their respective businesses, in each case free and clear of all Liens and defects, except for Permitted Liens. The Collateral is free and clear of all Liens and defects, except for Permitted Liens of the types described in clauses (i), (ii), (iii), (vi), (vii) and (ix) of the definition of “Permitted Liens.” Any real property and facilities held under lease by the Company or any Subsidiary are held under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Subsidiaries.

3.13 Insurance. The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary for companies of similar size in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor any of the Subsidiaries has been refused any insurance coverage sought or applied for, and the Company has no reason to believe that it will not be able to renew all existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers.

3.14 Regulatory Permits. 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 Documents, except where the failure to possess such permits would 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 revocation or modification of any Material Permit.

3.15 Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company in accordance with GAAP, and (iii) has set aside on its books provision reasonably adequate for the payment of all unpaid material taxes in accordance with GAAP. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

3.16Solvency. After giving effect to the receipt by the Company of the proceeds from the transactions contemplated by this Agreement (a) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature; and (b) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction.

3.17Investment Company. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of the Securities and the application of the proceeds as set forth herein, will be, required to be registered as an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

3.18 Certain Transactions. Except as set forth on Schedule 3.18, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the 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 the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or 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, restricted share unit and other equity-based compensation agreements under any equity plan of the Company.

3.19No General Solicitation. Neither the Company, nor any of its Affiliates, nor any person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities pursuant to this Agreement.

3.20 No Integrated Offering. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 4, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated or the Tel Aviv Stock Exchange.

3.21 Acknowledgment Regarding the Investor’s Purchase of the Note. The Board of Directors has approved the execution of the Transaction Documents and the issuance and sale of the Note based on its own independent evaluation. The Company is entering into this Agreement, the Security Agreement and the Account Control Agreement and is issuing and selling the Note voluntarily and without economic duress. The Company has had independent legal counsel of its own choosing review the Transaction Documents and advise the Company with respect thereto. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Note and the transactions contemplated hereby and that neither the Investor nor any person affiliated with the Investor is acting as a financial advisor to, or a fiduciary of, the Company (or in any similar capacity) with respect to execution of the Transaction Documents or the issuance of the Note or any other transaction contemplated hereby.

3.22 No Brokers’, Finders’ or Other Advisory Fees or Commissions. Except for H.C. Wainwright & Co. (or any of its Affiliates), no brokers, finders or other similar advisory fees or commissions will be payable by the Company or any Subsidiary or by any of their respective agents with respect to the issuance of the Note or any of the other transactions contemplated by this Agreement or the other Transaction Documents.

3.23OFAC. None of the Company nor any of the Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company and/or any Subsidiary has been or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use any proceeds received from the Investor, or lend, contribute or otherwise make available such proceeds to its Subsidiaries or to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person currently subject to any of the sanctions of the United States administered by OFAC.

3.24No Foreign Corrupt Practices. None of the Company or any of the Subsidiaries has, directly or indirectly: (a) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Authority of any jurisdiction except as otherwise permitted under applicable Law; or (b) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Foreign Corrupt Practices Act (“FCPA”) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Company or its Subsidiaries and their respective operations and the Company has instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation.

3.25Anti-Money Laundering. The operations of each of the Company and the Subsidiaries are and have been conducted at all times in compliance with all applicable anti-money laundering laws, regulations, rules and guidelines in its jurisdiction of incorporation and in each other jurisdiction in which such entity, as the case may be, conducts business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Authority involving the Company or its Subsidiaries with respect to any of the Money Laundering Laws is, to the knowledge of the Company, pending, threatened or contemplated.

3.26Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, in violation of Regulation M, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

3.27Application of Takeover Protections. Except as set forth in the Israeli Companies Law with respect to tender offers, the Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Association (or similar charter documents) or the Laws of the State of Israel that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investor’s ownership of the Securities.

3.28FDA. As to each product of the Company subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “PharmaceuticalProduct”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar Laws relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other Governmental Authority, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any Laws by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable Laws of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company.

3.29 Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data, except in the case of each of clauses (i)(x) and (y), such as would not have or reasonably be expected to result in a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable Laws and all judgments, orders, rules and regulations of any court or arbitrator or Governmental Authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its 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 and practices for similarly situated companies.

3.30Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in compliance in all material respects with all applicable state, federal and foreign data privacy and security Laws, including, without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and (iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy Laws. “PersonalData” means (i) a natural person’s name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any identifiable data related to an identified person’s health or sexual orientation.

3.31Equity Plans. Each share option granted by the Company under the Company’s equity plan was granted (i) in accordance with the terms of the Company’s equity plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable Law. No share option granted under the Company’s equity plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company 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 results or prospects.

3.32U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended.

3.33Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “FederalReserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

3.34Trading Market Shareholder Approval Exemptions. The Company has taken all actions, provided all such notices and disclosures, and obtained all consents, approvals, waivers or confirmations required under applicable listing rules of the Trading Market, such that the shareholder approval requirements under Nasdaq Listing Rule 5635(d) shall not be applicable for any purposes of this Agreement, the Note, the other Transaction Documents and the transactions contemplated hereby and thereby.

3.35No Other Representations. Except for the representations and warranties set forth in this Agreement (as qualified by the Disclosure Letter) and in other Transaction Documents, the Company makes no other representations or warranties to the Investor.

3.36Disclosure. Except with respect to this Agreement, the Note, the other Transaction Documents and the transactions contemplated hereby and thereby, the Company confirms that neither it, nor to its knowledge, any other Person acting on its behalf has provided the Investor with any information that the Company believes constitutes material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company.

4. REPRESENTATIONSAND WARRANTIES OF THE INVESTOR. The Investor represents and warrants to the Company as follows:

4.1 Organization and Qualification. The Investor is a limited liability company, duly organized and validly existing in good standing under the laws of the State of Delaware.

4.2 Authorization; Enforcement; Compliance with Other Instruments. The Investor has the requisite power and authority to enter into this Agreement and the Security Documents, to purchase the Note and to perform its obligations under the Transaction Documents. The execution and delivery of the Transaction Documents to which it is a party have been duly and validly authorized by the Investor’s governing body and no further consent or authorization is required. The Transaction Documents to which it is a party have been duly and validly executed and delivered by the Investor and constitute valid and binding obligations of the Investor, enforceable against the Investor in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

4.3 No Conflicts. The execution, delivery and performance of the Transaction Documents to which it is a party by the Investor and the purchase of the Note by the Investor will not (a) conflict with or result in a violation of the Investor’s organizational documents, (b) conflict with, or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Investor is a party, or (c) violate in any material respect any Law applicable to the Investor or by which any of the Investor’s properties or assets are bound or affected. No approval or authorization will be required from any Governmental Authority or agency, regulatory or self-regulatory agency or other third party in connection with the purchase of the Note and the other transactions contemplated by this Agreement.

4.4 Investment Intent; Accredited Investor. The Investor is purchasing the Note and the Investor Shares for its own account, for investment purposes, and not with a view towards distribution of either the Note or the Investor Shares in violation of the 1933 Act. The Investor understands that no action has or will be taken in Israel that would permit the offering of the Securities or the distribution of any prospectus or other offering document to the public in Israel, and that the Securities were and are issued in Israel pursuant to an exemption from the prospectus requirements under the Israeli Securities Law and are therefore subject to the resale restrictions under the Israeli Securities Law. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time. The Investor understands that the Securities are “restricted securities” and have not been registered under the 1933 Act or any applicable state or other securities law and is acquiring such Securities as principal for its own account.

4.5No Other Representations. Except for the representations and warranties set forth in this Agreement and in other Transaction Documents, the Investor makes no other representations or warranties to the Company.

4.6Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Investor has not, directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, executed any purchases or sales, including Short Sales (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act), of any securities of the Company (including the Ordinary Shares) during the period commencing as of the time that such Investor first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement or to the Investor’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

4.7General Solicitation. The Investor is not purchasing or acquiring the Shares as a result of any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.

4.8 Access to Information. The Investor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement or in any other Transaction Document to which the Company is a party or the Investor’s right to rely on any other document or instrument executed and/or delivered in connection with this Agreement (including, without limitation, the Disclosure Letter) or any other Transaction Document or the consummation of the transaction contemplated hereby and thereby. The Investor acknowledges that such Investor has consulted with such Investor’s own legal, accounting, financial, regulatory and tax advisors, to the extent it deemed appropriate to make an investment decision with respect to the Securities.

5. OTHERAGREEMENTS OF THE PARTIES.

5.1Legends, etc.

(a) Securities may only be disposed of pursuant to an effective registration statement under the 1933 Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the 1933 Act, and in compliance with any applicable state securities laws.

(b) Certificates evidencing the Securities will contain the following legend, so long as is required by this Section 5.1:

[NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

(c) The Company acknowledges and agrees that the Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities, in accordance with applicable securities laws, pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, the Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required by the Company in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the Company’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities including the preparation and filing of any required prospectus supplement under Rule 424(b) of the 1933 Act or other applicable provision of the 1933 Act to appropriately amend the list of selling shareholders thereunder.

(d) Certificates evidencing the Investor Shares shall not contain any legend (including the legend set forth in Section 5.1(b)): (i) while a Registration Statement is effective under the 1933 Act, (ii) following any sale of such Investor Shares pursuant to Rule 144, (iii) while such Investor Shares are eligible for sale without restriction under Rule 144, or (iv) if such legend is not required under applicable requirements of the 1933 Act (including judicial interpretations and pronouncements issued by the Staff of the SEC ). The Company shall instruct its counsel to issue any legal opinion or instruction required by the Company’s transfer agent to comply with the requirements set forth in this Section. At such time as a legend is no longer required for the Investor Shares under this Section 5.1(d), the Company will, no later than two (2) Business Days following the delivery by the Investor to the Company or the Company’s transfer agent of a certificate representing Investor Shares containing a restrictive legend (such third Business Day, the “Legend Removal Date”), deliver or cause to be delivered to the Investor a certificate (or evidence of book entry) representing such Investor Shares that is free from all restrictive and other legends. In addition to any other remedies available to the Investor, the Company shall pay to the Investor, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Investor Shares (based on the VWAP of the Ordinary Shares on the date such Investor Shares are submitted to the Company or the Company’s transfer agent) delivered for removal of the restrictive or other legend, $5 per Trading Day for each Trading Day after the Legend Removal Date until such Investor Shares are delivered without a legend. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section except as it may reasonably determine are necessary or appropriate to comply or to ensure compliance with those applicable laws that are enacted or modified after the Closing.

5.2Furnishing of Information. As long as the Investor owns the Securities, the Company covenants to use its best efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the 1934 Act. As long as the Investor owns the Securities, if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Investor and make publicly available in accordance with Rule 144(c) such information as is required for the Investor to sell the Investor Shares under Rule 144. The Company further covenants that it will take such further action as any holder of the Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Investor Shares without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 or other applicable exemptions.

5.3Integration. The Company shall not, and shall use its reasonable best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the 1933 Act of the sale of the Securities to the Investor, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market that would require, under the rules of the Trading Market, the Shareholder Approval.

5.4Notification of Certain Events. While the Note remains outstanding, the Company shall give prompt written notice to the Investor of (a) the occurrence or non-occurrence of any Event, the occurrence or non-occurrence of which would render any representation or warranty of the Company contained in this Agreement or any other Transaction Document, if made on or immediately following the date of such Event, untrue or inaccurate in any material respect, (b) the occurrence of any Event that, individually or in combination with any other Events, has had or could reasonably be expected to have a Material Adverse Effect, (c) any failure of the Company to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder or any Event that would otherwise result in the nonfulfillment of any of the conditions to the Investor’s obligations hereunder, (d) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or any other Transaction Document, or (e) any Proceeding pending or, to the Company’s knowledge, threatened against a party relating to the transactions contemplated by this Agreement or any other Transaction Document.

5.5 Available Shares. The Company shall at all times keep authorized and reserved and available for issuance, free of preemptive rights, such number of Ordinary Shares as are issuable upon repayment or conversion in full of the Note at any time, without regard to the Maximum Percentage. If the Company determines at any time that it does not have a sufficient number of authorized Ordinary Shares to reserve and keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts to increase the number of authorized Ordinary Shares by seeking Shareholder Approval for the authorization of such additional Ordinary Shares.

5.6 Use of Proceeds. The Company will use the proceeds from the sale of the Note hereunder for working capital and other general corporate purposes, including the repurchase of Ordinary Shares in accordance with any repurchase program authorized by the Board of Directors, and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and repayment of the Note), (b) for the settlement of any outstanding litigation or (c) in violation of FCPA or OFAC regulations.

5.7Repayment of Note. If the Company or any Subsidiary issues any Indebtedness (other than the Note), or issues any preferred shares, other than Exempted Securities, unless otherwise waived in writing by and at the discretion of the Investor, the Company will promptly utilize the net proceeds of such issuance to repay the Note (to the extent of such net proceeds).

5.8Prohibited Transactions. The Company hereby covenants and agrees not to enter into any Prohibited Transactions or incur any Indebtedness (other than Permitted Indebtedness) without the Investor’s prior written consent, until the thirtieth (30^th^) day after such time as the Note has been repaid in full, as applicable, and/or has been converted into Conversion Shares.

5.9Securities Laws Disclosure; Publicity. The Company shall, by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby (the “Press Release”), and shall, within two (2) Business Days following the date hereof, file a Report of Foreign Private Issuer on Form 6-K (the “Form6-K”) disclosing the material terms of the transactions contemplated hereby and including the Transaction Documents (or the forms thereof) as exhibits thereto; provided, that the Company may not issue the Press Release without the Investor’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Company shall provide a copy of the draft Form 6-K to the Investor for review prior to release and the Company shall incorporate the Investor’s reasonable comments. The Company shall not issue any press release nor otherwise make any such public statement regarding the Investor or the Transaction Documents without the prior written consent of the Investor (such consent not to be unreasonably withheld, conditioned or delayed), except if such disclosure is made in a manner consistent with the Press Release or Form 6-K, or is required by Law, in which case the Company shall (a) ensure that such disclosure is restricted and limited in content and scope to the maximum extent permitted by Law to meet the relevant disclosure requirement and (b) provide a copy of the proposed disclosure to the Investor for review prior to release and the Company shall incorporate the Investor’s reasonable comments. Following the execution of this Agreement, the Investor and its Affiliates and/or advisors may place announcements on their respective corporate websites and in financial and other newspapers and publications (including, without limitation, customary “tombstone” advertisements) describing the Investor’s relationship with the Company under this Agreement in a manner consistent with the Press Release or Form 6-K and including the name and corporate logo of the Company. Notwithstanding anything herein to the contrary, to comply with United States Treasury Regulations Section 1.6011-4(b)(3)(i), each of the Company and the Investor, and each employee, representative or other agent of the Company or the Investor, may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment, and the U.S. federal and state income tax structure, of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient.

5.10Indemnification of the Investor.

(a) The Company will indemnify and hold the Investor, its Affiliates and their respective directors, officers, managers, shareholders, members, partners, employees and agents and permitted successors and assigns (each, an “Investor Party”) harmless from any and all damages, losses, 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 and defense (collectively, “Losses”) that any such Investor Party may suffer or incur as a result of or relating to:

(i) any breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document;

(ii) any misrepresentation made by the Company in any Transaction Document;

(iii) any omission to state any material fact necessary in order to make the statements made in any SEC Document, in light of the circumstances under which they were made, not misleading; or

(iv) any Proceeding before or by any court, public board, government agency, self-regulatory organization or body based upon, or resulting from the execution, delivery, performance or enforcement of any of the Transaction Documents or the consummation of the transactions contemplated thereby, and whether or not the Investor is party thereto by claim, counterclaim, crossclaim, as a defendant or otherwise, or if such Proceeding is based upon, or results from, any of the items set forth in clauses (i) through (iii) above.

(b) In addition to the indemnity contained herein, the Company will reimburse each Investor Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred.

5.11Non-Public Information. Following the Closing Date, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that the Company believes constitutes material, non-public information. To the extent the Company provides the Investor with material, non-public information, the Company shall publicly disclose such information within forty eight (48) hours of providing the information to the Investor; provided, however, in the event that such material non-public information is provided to Investor pursuant to Section 9, the Company shall publicly disclose such information within five (5) Business Days of providing the information to the Investor. The Company understands and confirms that the Investor shall be relying on the foregoing representation in effecting transactions in securities of the Company.

5.12Shareholders Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Investor is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that the Investor could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under this Agreement or the Note or under any other agreement between the Company and the Investor.

5.13Listing of Securities. The Company shall: (a) in the time and manner required by each Trading Market on which the Ordinary Shares are listed, as well as the Tel Aviv Stock Exchange, prepare and file with such Trading Market and the Tel Aviv Stock Exchange a Listing of Additional Shares Notification Form covering the Investor Shares, (b) take all steps necessary to cause such shares to be approved for listing on each Trading Market on which the Ordinary Shares are listed as soon as possible thereafter, (c) if applicable, provide to the Investor evidence of such Trading Market’s completion of review of the Listing of Additional Shares Notification Form, and (d) maintain the listing of such shares on each such Trading Market.

5.14Share Transfer Agent. The Company has informed the Investor of the name of its share transfer agent and represents and warrants that the transfer agent participates in the Depository Trust Company Fast Automated Securities Transfer program.

5.15Tax Treatment. The Investor and the Company agree that for U.S. federal income tax purposes, and applicable state, local and non-U.S. income tax purposes, the Note is not intended to be, and shall not be, treated as indebtedness. Neither the Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or non-U.S. law.

5.16Set-Off.

(a) The Investor may set off any of its obligations to the Company (whether or not due for payment), against any of the Company’s obligations to the Investor (whether or not due for payment) under this Agreement and/or any other Transaction Document.

(b) The Investor may do anything necessary to effect any set-off undertaken in accordance with this Section 5.16 (including varying the date for payment of any amount payable by the Investor to the Company).

5.17Ongoing Compliance with Laws. The Company and each of the Subsidiaries shall (a) conduct their respective businesses in compliance in all material respects with all applicable Laws and (b) take all steps necessary to ensure that their continued performance of the Transaction Documents and their obligations thereunder do not violate in any material respect any Law or any rule or regulation of the Trading Market applicable to the Company or any of the Subsidiaries or by which any of their properties or assets are bound or affected.

5.18Reverse Share Split. If at any time while the Investor owns any Securities, the last closing trade price for the Ordinary Shares on the Trading Market as reported by the Trading Market is less than $1.00 for thirty (30) Trading Days, the Company shall, pursuant to and in accordance with the approval of the Company’s shareholders obtained by the Company at the Extraordinary General Meeting of Shareholders of the Company on February 3, 2026 (the “Existing Reverse Split Approval”), use its best efforts to promptly effect a reverse share split of the Ordinary Shares (a “Reverse Split”) such that the trade price of the Ordinary Shares will be at least $5.00 per Ordinary Share immediately following such Reverse Split; provided, however, that if the Existing Reverse Split Approval is not effective at the time the Company is required to effect the Reverse Split (including because such approval has expired following the date that is twelve (12) months after February 3, 2026), the Company shall use its best efforts to promptly call a general meeting of its shareholders for purposes of approving a Reverse Split such that the trading price of the Ordinary Shares will be at least $5.00 immediately following such Reverse Split and, subject to receipt of shareholder approval therefor, shall use its best efforts to promptly effect such Reverse Split. If at any time after such Reverse Split and while the Investor owns any Securities, (i) the last closing trade price for the Ordinary Shares on the Trading Market as reported by the Trading Market is less than $1.00 for thirty (30) Trading Days or (ii) the Market Capitalization (as defined in the Note) of the Company is less than sixty percent (60%) of the Company’s Market Capitalization as of the date hereof, the Company shall use its best efforts to promptly call a general meeting of its shareholders for purposes of approving an additional Reverse Split such that the trade price of the Ordinary Shares will be at least $5.00 immediately following such additional Reverse Split and, subject to receipt of shareholder approval therefor, shall use its best efforts to promptly effect such additional Reverse Split.

5.19No Short Sales. Except as expressly set forth below, the Investor covenants that from and after the date hereof through and ending when the Note no longer remains outstanding (the “Restricted Period”), neither the Investor nor any of its Affiliates nor any of their respective officers, or any entity managed or controlled by the Investor or any such Affiliate (collectively, the “RestrictedPersons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Ordinary Shares, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) any Ordinary Shares; or (2) selling a number of Ordinary Shares equal to the number of underlying Ordinary Shares that such Restricted Person is entitled to receive, but has not yet received from the Company or the Company’s transfer agent, upon (A) the completion of a pending conversion of the Note for which (a) a valid Conversion Notice (as defined in the Note) has been submitted to the Company pursuant to Section 3.1(a) of the Note or (b) a valid Prepayment Conversion Notice (as defined in the Note) has been submitted to the Company pursuant to Section 1.4.2 of the Note; or (B) the payment by the Company of any Repayment Amount in Repayment Shares pursuant to and in accordance with the Note, up to the total amount of such Repayment Shares.

5.20Effect of Failure to Timely File, Have Declared Effective or Maintain Effectiveness of any Registration Statement; Current Public Information Failure. In addition to any other remedies provided under the Transaction Documents, if (i) a Registration Statement covering the resale of all of the Investor Shares required to be covered thereby and required to be filed by the Company with the SEC pursuant to Section 9.1 is not (a) filed with the SEC on or before the Filing Deadline (a “Filing Failure”) or (b) declared effective by the SEC on or before the date that is ninety (90) days following the Closing Date (an “Effectiveness Failure”), (ii) on any day after the effective date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the Ordinary Shares on a Trading Market, or a failure to register a sufficient number of shares of Ordinary Shares or by reason of a stop order) or the prospectus contained therein is not available for use for any reason, in each case for a period of more than five (5) Trading Days (a “Maintenance Failure”), other than the period of time during which the Registration Statement is not effective due to a post-effective amendment filing to the Registration Statement after an Annual Report on Form 20-F is filed, or (iii) if the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) for a period of more than five (5) Trading Days (a “Current Public Information Failure”) and as a result of which the Investor is unable to sell those Investor Shares included in such Registration Statement without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to the Investor by reason of any such delay in, or reduction of, its ability to sell the underlying Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to the Investor an amount in cash equal to one percent (1.0%) of the then Outstanding Principal Amount of the Note (1) on or prior to the fifth (5^th^) day following such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro-rated for periods totaling less than thirty (30) days). The payments to which a holder of Investor Shares shall be entitled pursuant to this Section 5.20 are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on or prior to the fifth (5^th^) day following the date of such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Trading Day after such cure. Notwithstanding the foregoing, (i) no single event or failure with respect to a particular Registration Statement shall give rise to more than one type of Registration Delay Payment with respect to such Registration Statement, (ii) no Registration Delay Payments shall be owed to the Investor with respect to any period during which all of Investor Shares may be sold by the Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1), and (iii) with respect to any Investor Shares excluded from a Registration Statement by election of the Investor.

**6.**CLOSINGCONDITIONS

6.1Conditions Precedent to the Obligations of the Investor. The obligations of the Investor to fund the Note are subject to the satisfaction or waiver by the Investor, at or before the Closing Date, of each of the following conditions:

(a) Required Documentation. The Company must have delivered to the Investor copies of all resolutions duly adopted by the Board of Directors of the Company, or any such other documentation of the Company approving the Agreement, the Transaction Documents and any of the transactions contemplated hereby or thereby;

(b) Consents and Permits. The Company must have obtained and delivered to the Investor copies of all necessary permits, approvals, and registrations necessary to effect this Agreement, the Transaction Documents and the transactions contemplated hereby or thereby;

(c) Trading Market Approval. If required by the Trading Market, the Company shall have submitted a Listing of Additional Shares Notification Form with the Trading Market relating to the issuance of the Note and, upon conversion of the Note, the Conversion Shares;

(d) No Event(s) of Default. The Investor must be of the reasonable opinion that no Event of Default has occurred and no Event of Default would result from the execution of this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby;

(e) Representations and Warranties. The representations and warranties of (a) the Company contained herein and (b) the Company contained in any of the Security Documents shall, in each case, be true and correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date;

(f) Performance. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing;

(g) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents;

(h) No Suspensions of Trading in Ordinary Shares; Listing. Trading in the Ordinary Shares shall not have been suspended by the SEC or any Trading Market (except for any suspensions of trading of not more than one day on which the Trading Market is open solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Ordinary Shares shall have been at all times since such date listed for trading on a Trading Market;

(i) Limitation on Beneficial Ownership. The issuance of the Note shall not cause the Investor Group to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under the 1934 Act which exceeds the Maximum Percentage of the Equity Interests of such class that are outstanding at such time;

(j) Perfection of Security Interest. The Investor shall have, to its satisfaction, perfected the security interest granted in the Collateral, as described in the Security Documents;

(k) Funds Flow Request. The Company shall have delivered to the Investor a flow of funds request, substantially in the form set out in ExhibitD; and

(l) Transfer Agent Instructions. The Company shall have delivered to the Investor a copy of the irrevocable instructions to the Company’s transfer agent, substantially in the form heretofore agreed upon by the parties and executed by the Company and the Company’s transfer agent, instructing the Company’s transfer agent to deliver the Investor Shares to the Investor upon conversion of the Note.

6.2Conditions Precedent to the Obligations of the Company. The obligations of the Company to issue the Note are subject to the satisfaction or waiver by the Company, at or before the Closing Date, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Investor contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date;

(b) Performance. The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Investor at or prior to the Closing; and

(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

**7.**EVENTSOF DEFAULT

7.1Events of Default. The occurrence of any of the following events shall be an “Event of Default” under this Agreement:

(a) an Event of Default (as defined in the Note); or

(b) a failure by the Company to comply in any material respect with any of its covenants or agreements set forth in this Agreement, which failure is not remedied by the Company or waived by the Investor on or prior to the tenth (10^th^) Business Day following the date on which the Investor shall have notified the Company of such failure.

7.2[Reserved].

7.3 Remedies Upon an Event of Default. If an Event of Default occurs pursuant to Section 7.1(a), the Investor shall have such remedies as are set forth in the Note.

**8.**TERMINATION

8.1Events of Termination. This Agreement:

(a) may be terminated:

(i) by the Investor on the occurrence or existence of a Securities Termination Event or a Change of Control;

(ii) by the mutual written consent of the Company and the Investor, at any time; or

(iii) by either Party, by written notice to the other Party, effective immediately, if the Closing has not occurred within ten (10) Business Days of the date specified by this Agreement or such later date as the Company and the Investor agree in writing, provided that the right to terminate this Agreement under this Section 8.1(a)(iii) is not available to any party that is in material breach of or material default under this Agreement or whose failure to fulfill any obligation under this Agreement has been the principal cause of, or has resulted in the failure of the Closing to occur.

8.2Automatic Termination. This Agreement will automatically terminate, without further action by the parties, at the time after the Closing Date that is thirty (30) days after the Outstanding Principal Amount under the Note and any accrued but unpaid interest is reduced to zero (0), whether as a result of Conversion or repayment by the Company in accordance with the terms of this Agreement and the Note.

8.3Effect of Termination.

(a) Subject to Section 8.3(b), each party’s right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies.

(b) If the Investor terminates this Agreement under Section 8.1(a)(i):

(i) the Investor may declare, by notice to the Company, all outstanding obligations by the Company under the Transaction Documents to be due and payable (including, without limitation, the immediate repayment of any Outstanding Principal Amount under the Note plus accrued but unpaid interest) without presentment, demand, protest or any other notice of any kind all of which are expressly waived by the Company, anything to the contrary contained in this Agreement or in any other Transaction Document notwithstanding; and

(ii) the Company must within five (5) Business Days of such notice being received, pay to the Investor in immediately available funds the Outstanding Principal Amount for the Note plus all accrued interest thereon (if any), unless the Investor terminates this Agreement as a result of an Event of Default and provided that (A) subsequent to the termination under Section 8.1(a)(i), the Investor is not prohibited by Law or otherwise from exercising its conversion rights pursuant to this Agreement or the Note, (B) the Investor actually exercises its conversion rights under this Agreement or the Note, and (C) the Company otherwise complies in all respects with its obligation to issue Conversion Shares in accordance with the Note (which obligation will survive termination).

(c) Upon termination of this Agreement, the Investor will not be required to fund any further amount after the date of termination of the Agreement, provided that termination will not affect any undischarged obligation under this Agreement, and any obligation of the Company to pay or repay any amounts owing to the Investor hereunder and which have not been repaid at the time of termination.

(d) Nothing in this Agreement will be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other Party of its obligations under this Agreement.

**9.**REGISTRATIONRIGHTS

9.1Registration.

(a) Registration Statement. Promptly, but in any event no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Investor Shares (which, for the elimination of doubt, shall not include any shares that may potentially become issuable upon any share split, dividend, combination or similar transaction). The foregoing Registration Statement shall be filed on Form F-3, or if Form F-3 is not available to the Company, Form F-1 or any successor forms thereto. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Investor and its counsel at least three (3) Business Days prior to its filing or other submission and the Company shall incorporate all reasonable comments provided by the Investor or its counsel.

(b) Expenses. Except as otherwise expressly provided herein, the Company will pay all fees and expenses incident to the performance of or compliance with this Section 9, including all fees and expenses associated with effecting the registration of the Investor Shares, including all filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Investor Shares for sale under applicable state securities laws, listing fees, fees, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Investor Shares being sold.

(c) Effectiveness. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective within ninety (90) days following the Closing Date. The Company shall notify the Investor by e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after the Registration Statement is declared effective and shall simultaneously provide the Investor with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

9.2Company Obligations. The Company will use its reasonable best efforts to effect the registration of the Investor Shares in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

(a) use its commercially reasonable efforts to cause the Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the first date on which (i) all Investor Shares are either covered by the Registration Statement or have been sold by the Investor, (ii) the Investor Shares have been resold to the public pursuant to Rule 144, (iii) the Investor Shares may be sold without manner of sale, volume, current public information or other restrictions pursuant to Rule 144, or (iv) the Investor Shares cease to be outstanding (the “Effectiveness Period”);

(b) prepare and file with the SEC such amendments and post-effective amendments and supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Investor Shares covered thereby;

(c) provide copies to and permit counsel designated by the Investor to review all amendments and supplements to the Registration Statement no fewer than three (3) Business Days prior to its filing with the SEC and not file any document to which such counsel reasonably objects;

(d) furnish to the Investor and its legal counsel, without charge, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the case may be) one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to the Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as the Investor may reasonably request in order to facilitate the disposition of the Investor Shares that are covered by the related Registration Statement;

(e) promptly notify the Investor of any request by the SEC for the amending or supplementing of the Registration Statement or Prospectus or for additional information;

(f) use its commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment and notify the Company of the issuance of any such order and the resolution thereof, or its receipt of notice of the initiation or threat of any proceeding for such purpose;

(g) prior to any public offering of Investor Shares, use its commercially reasonable efforts to register or qualify or cooperate with the Investor and its counsel in connection with the registration or qualification of such Investor Shares for offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor and take such other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Investor covered by the Registration Statement and the Company shall promptly notify the Investor of any notification with respect to the suspension of the registration or qualification of any of such Investor Shares for sale under the securities or blue sky laws of such jurisdictions or its receipt of notice of the initiation or threat of any proceeding for such purpose; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it would not be required to qualify but for the requirements of this paragraph (g);

(h) promptly notify the Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Registration Statement or Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in light of the circumstances in which they were made), and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Registration Statement or Prospectus as may be necessary so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of such Prospectus, in light of the circumstances in which they were made);

(i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act; and

(j) hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to complete the Registration Statement or to avoid or correct a misstatement or omission in the Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement, and upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

9.3Investor Information. The Investor shall furnish to the Company such information regarding the Investor, the Investor Shares held by the Investor, and the intended method of disposition of such securities as the Company shall reasonably request and as shall be required in connection with the registration of the Investor Shares in accordance with this Section 9, including completing, executing and delivering to the Company no fewer than five (5) Business Days prior to the Filing Deadline a customary selling shareholder questionnaire in form and substance provided by the Company or its counsel.

9.4Indemnification.

(a) Indemnification by the Company. The Company will indemnify and hold harmless the Investor Parties, from and against any Losses to which they may become subject under the 1933 Act or otherwise, arising out of, relating to or based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus or any amendment or supplement thereof or any omission or alleged omission of a material fact required to be stated therein or, in the case of the Registration Statement, necessary to make the statements therein not misleading or, in the case of any preliminary Prospectus or final Prospectus, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (ii) any violation or alleged violation by the Company or its agents of the 1933 Act, the 1934 Act or any similar federal or state law or any rule or regulation promulgated thereunder applicable to the Company or its agents and relating to any action or inaction required of the Company in connection with the registration or the offer or sale of the Investor Shares pursuant to any Registration Statement; or (iii) any failure to register or qualify the Investor Shares included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on the Investor’s behalf and will reimburse the Investor Parties for reasonable legal or other expenses reasonably incurred by them in connection with investigating, preparing or defending any such Losses; provided, however, that the Company will not be liable in any such case if and to the extent, but only to the extent, that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Investor or any such controlling Person in writing specifically for use in such Registration Statement or Prospectus.

(b) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim, action, suit or proceeding with respect to which it seeks indemnification following such Person’s receipt of, or such Person otherwise become aware of, the commencement of such claim, action, suit or proceeding and (ii) permit such indemnifying party to assume the defense of such claim, action, suit or proceeding with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (C) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ a single separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure or delay of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure or delay to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

(c) Contribution. If for any reason the indemnification provided for in the preceding paragraph (a) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any other rights or remedies that any indemnified party may have under applicable law, by separate agreement or otherwise.

10.****[INTENTIONALLYOMITTED.]

**11.**GENERALPROVISIONS

11.1 Fees and Expenses. Prior to the date of this Agreement, the Company has paid Reed Smith LLP $30,000. At the Closing, the Company shall reimburse the Investor up to an additional $70,000 in the aggregate of due diligence costs and fees and disbursements of Reed Smith LLP in connection with the preparation of the Transaction Documents, it being understood that Reed Smith LLP has not rendered any legal advice to the Company in connection with the transactions contemplated hereby and that the Company has relied for such matters on the advice of its own counsel. Except as specified above, each party shall pay the fees and expenses of 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 the Transaction Documents. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by the Investor), stamp taxes and other similar taxes and duties levied in connection with the delivery of any Securities to the Investor.

11.2Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. Subject to Section 11.4, the address for such notices and communications shall be as follows:

If to the Company:

Enlivex Ltd.

14 Einstein Street

Nes Ziona, Israel 7403618

With a copy (which shall not constitute notice) to:

Greenberg Traurig, P.A.

333 S.E. 2^nd^ Avenue, Suite 4400

Miami, Florida 33131

If to the Investor:

Lind Global Asset Management XIV LLC

c/o The Lind Partners LLC

444 Madison Avenue, Floor 41

New York, NY 10022

With a copy (which shall not constitute notice) to:

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

11.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.

11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without reference to principles of conflict of laws or choice of laws that would result in the application of the law of any jurisdiction other than those of the State of New York.

11.5 Jurisdiction and Venue. Any action, proceeding or claim arising out of, or relating in any way to this Agreement shall be brought and enforced in the state or federal courts located in The City of New York, Borough of Manhattan, State of New York. The Company and the Investor irrevocably submit to the jurisdiction of such courts, which jurisdiction shall be exclusive, and hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. Each party hereto agrees that it may be served with legal process in the State of New York at the following address: (a) for the Investor, c/o The Lind Partners LLC, 444 Madison Avenue, Floor 41, New York, NY 10022 and (b) for the Company, c/o Cogency Global Inc., 122 East 42^nd^ Street, 18^th^ Floor, New York, NY 10168.

11.6 WAIVER OF RIGHT TO JURY TRIAL. THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.

11.7Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Securities.

11.8 Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto (including the Disclosure Letter), contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. The Disclosure Letter and all Exhibits to this Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.

11.9 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Investor. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

11.10Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

11.11 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Company and the Investor and their respective successors and assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The Investor may assign any or all of its rights under this Agreement to any Person to whom the Investor assigns or transfers any Securities, provided such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply to the “Investor”, such transferee is an accredited investor, and the Investor provides the Company with notice of such transfer no fewer than three (3) Business Days prior to the effective date of such transfer.

11.12No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

11.13 Further Assurances. Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

11.14 Counterparts. This Agreement may be executed in two identical counterparts, both of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

11.15Specific Performance. The Company acknowledges that monetary damages alone would not be adequate compensation to the Investor for a breach by the Company of this Agreement and the Investor may seek an injunction or an order for specific performance from a court of competent jurisdiction if (a) the Company fails to comply or threatens not to comply with this Agreement or (b) the Investor has reason to believe that the Company will not comply with this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Securities Purchase Agreement as of the date first set forth above.

COMPANY:		INVESTOR:
ENLIVEX LTD.		Lind Global Asset <br><br> Management XIV LLC
By:	/s/ Oren Hershkovitz	By:	/s/ Jeff Easton
Name:	Oren Hershkovitz	Name:	Jeff Easton
Title:	Chief Executive Officer	Title:	Authorized Person

[Signature Page of Securities Purchase Agreement]

EXHIBIT A

FORM OF SECURITY AGREEMENT

EXHIBIT B

FORM OF ACCOUNT CONTROL AGREEMENT

EXHIBIT C

FORM OF NOTE

EXHIBIT D

FLOW OF FUNDS REQUEST

Exhibit 10.2

Execution Version

NEITHER THE ISSUANCE AND SALE OF THIS NOTENOR THE ORDINARY SHARES ISSUABLE UPON CONVERSION OR REPAYMENT OF THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSIONOR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTUNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTSOF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFERORTO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE ORDINARY SHARES ISSUABLE UPONCONVERSION OR REPAYMENT OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

ENLIVEX LTD.

Form of Senior Secured

Convertible Promissory

Note due March 23, 2027

Note No. 001	$21,000,000

Dated: March 23, 2026 (the “Issuance Date”)

For value received, ENLIVEX LTD., a company organized under the laws of the State of Israel (the “Maker” or the “Company”), hereby promises to pay to the order of Lind Global Asset Management XIV LLC, a Delaware limited liability company (together with its successors, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of TWENTY ONE MILLION DOLLARS ($21,000,000) (the “Principal Amount”).

All payments under or pursuant to this Senior Secured Convertible Promissory Note (this “Note”) shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder set forth in the Purchase Agreement (as hereinafter defined) or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to the Holder’s account, instructions for which are attached hereto as Exhibit A. The Outstanding Principal Amount of this Note (plus any accrued and unpaid Default Interest thereon) shall be due and payable on March 23, 2027 (the “Maturity Date”) or at such earlier time as provided herein; provided, that the Holder and the Company may mutually agree to extend the Maturity Date to any date after the original Maturity Date. In the event that the Maturity Date shall fall on Saturday or Sunday, such Maturity Date shall be the next succeeding Business Day. All calculations made pursuant to this Note shall be rounded down to three decimal places.

ARTICLE 1

1.1 Purchase Agreement. This Note has been executed and delivered pursuant to the Securities Purchase Agreement, dated as of March 23, 2026 (as the same may be amended from time to time, the “Purchase Agreement”), by and between the Maker and the Holder. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth for such terms in the Purchase Agreement.

1.2 Interest. Other than as set forth in Section 2.2(a) herein, this Note shall not bear interest.

1.3 Principal Installment Payments. Commencing on the date that is ninety (90) days following the Issuance Date, unless the Maker and Holder mutually consent to an earlier date, the Maker shall pay to the Holder the Outstanding Principal Amount hereunder in nine (9) consecutive monthly installments, on such date and each one (1) month anniversary thereof (each, a “Payment Date” and collectively the “Monthly Payments”), in an amount equal to Two Million Three Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars ($2,333,333), plus any accrued and unpaid Default Interest (the “Repayment Amount”), until the Outstanding Principal Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of this Note in accordance with the terms herein (including as provided by Section 3.1). Between Payment Dates, the Holder may elect to increase the Repayment Amount to an amount of up to Three Million Dollars ($3,000,000), plus any accrued and unpaid Default Interest thereon, by providing written notice to the Maker of the amount of such increase (the “Repayment Amount Increase Election”), which payment shall be due and payable by the Maker within two (2) days of the receipt of such notice; provided, that the Holder may effect the Repayment Amount Increase Election (a) on only one occasion while this Note is outstanding and (b) so long as such increased Repayment Amount may be paid by the Company in Repayment Shares (as defined below) that (1) may be immediately resold by the Holder under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (2) are registered for resale under the 1933 Act and the registration statement effecting such registration is then in effect and lawfully usable to effect immediate sales of such Repayment Shares by the Holder. If the Holder effects the Repayment Amount Increase Election, then the final Monthly Payment shall be reduced by the difference between $2,333,333 and the amount by which the Holder elected to increase the Monthly Payment by making the Repayment Amount Increase Election. During any calendar month in which a Cash Balance Event shall have occurred or is continuing, the Holder may elect to increase the Repayment Amount payable with respect to each such calendar month to an amount of up to Five Million Dollars ($5,000,000), plus any accrued and unpaid Default Interest, for each such calendar month by providing written notice to the Maker of the amount of such increase (each, a “CBE Repayment Amount Increase Election”), which payment shall be due and payable by the Maker within two (2) days of the receipt of such notice; provided, that the Holder may effect a CBE Repayment Amount Increase Election (a) only with respect to a calendar month in which a Cash Balance Event shall have occurred or is continuing (and if a Cash Balance Event shall have occurred or is continuing during multiple calendar months while this Note is outstanding, the Holder may effect a single CBE Repayment Amount Increase Election with respect to any such calendar month, or may effect multiple CBE Repayment Amount Increase Elections with respect to all or any number of such calendar months during which a Cash Balance Event shall have occurred or is continuing, in each case, as the Holder may select in its sole discretion; provided, that the Holder may not effect more than one CBE Repayment Amount Increase Election with respect to any single calendar month during which a Cash Balance Event shall have occurred or is continuing) and (b) so long as such increased Repayment Amount may be paid by the Company in Repayment Shares that (1) may be immediately resold by the Holder under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (2) are registered for resale under the 1933 Act and the registration statement effecting such registration is then in effect and lawfully usable to effect immediate sales of such Repayment Shares by the Holder. If the Holder effects a CBE Repayment Amount Increase Election with respect to one or more calendar months during which a Cash Balance Event shall have occurred or is continuing while this Note is outstanding, then, with respect to each such calendar month for which the Holder shall have made a CBE Repayment Amount Increase Election, an amount equal to the difference between $2,333,333 and the amount by which the Holder elected to increase the Monthly Payment by making such CBE Repayment Amount Increase Election shall be deducted first from the final Monthly Payment and then from the immediately preceding Monthly Payment and continuing with each preceding Monthly Payment in reverse chronological order as applicable. In each case for which there has been an election by the Investor, the Monthly Payments shall, at the Maker’s option, be made in (i) cash, in the amount equal to the product of the Monthly Payment multiplied by 1.04, (ii) Repayment Shares, or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the Principal Amount being paid in Ordinary Shares by the Repayment Share Price; provided, however, that, unless waived in writing in advance by the Holder, no portion of the Principal Amount may be paid in Repayment Shares unless such Repayment Shares (I) may be immediately resold by the Holder under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (II) are registered for resale under the 1933 Act and the registration statement effecting such registration is then in effect and lawfully usable to effect immediate sales of such Repayment Shares by the Holder. The Company must provide advance written notice to the Holder of whether it will elect to pay a Monthly Payment in cash, Repayment Shares or a combination thereof within five (5) Business Days of the applicable Payment Date; provided, however, that if no such notice is timely provided, such Monthly Payment shall be made in Repayment Shares, so long as such Repayment Shares (X) may be immediately resold by the Holder under Rule 144 without restriction on the number of shares to be sold or manner of sale, or (Y) are registered for resale under the 1933 Act and the registration statement effecting such registration is then in effect and lawfully usable to effect immediate sales of such Repayment Shares by the Holder, otherwise such Monthly Payment shall be paid in cash.

1.4 Prepayment.

1.4.1 The Maker may repay all, but not less than all, of the then Outstanding Principal Amount upon delivering notice to the Holder (a “Prepayment Notice”) on any Business Day, for an amount equal to the Prepayment Amount; provided, however, that if an Effectiveness Failure or Maintenance Failure (as such terms are defined in the Purchase Agreement) shall have occurred on the date that is the ninetieth (90^th^) day following the Issuance Date, the Maker’s right to elect to prepay this Note pursuant to this Section 1.4 automatically (and without any action on the part of, or any notice from, the Holder required) shall be immediately suspended as of 5:00 p.m., Eastern time, on such ninetieth (90^th^) day following the Issuance Date, and such suspension shall continue from and after such time until the earlier of (a) such time that the Effectiveness Failure or Maintenance Failure (as applicable) shall have been cured and (b) the date on which Conversion Shares and Repayment Shares may be immediately resold by the Holder under Rule 144 without restriction on the number of shares to be sold or manner of sale, at which time such suspension of the Maker’s right to elect to prepay this Note pursuant to this Section 1.4 shall terminate automatically (and without any action on the part of, or any notice from, the Holder required).

1.4.2 If the Maker elects to prepay this Note pursuant to this Section 1.4, the Holder shall have the right, upon written notice to the Maker (a “Prepayment Conversion Notice”) within five (5) Business Days following the Holder’s receipt of a Prepayment Notice, to convert up to one-third (1/3) of the Outstanding Principal Amount, plus any accrued and unpaid Default Interest thereon (the “Maximum Amount”), at the lesser of the Repayment Share Price or the Conversion Price (each as defined below), in accordance with the provisions of Article 3, specifying the portion of the Outstanding Principal Amount (up to the Maximum Amount), plus any accrued and unpaid Default Interest that the Holder will convert. Upon delivery of a Prepayment Notice, the Maker irrevocably and unconditionally agrees to, within five (5) Business Days of receiving a Prepayment Conversion Notice, and if no Prepayment Conversion Notice is received, within ten (10) Business Days of delivery of a Prepayment Notice: (i) repay the amount of the Prepayment Amount (plus any accrued and unpaid Default Interest thereon) minus the portion of the Outstanding Principal Amount (plus any accrued and unpaid Default Interest thereon) set forth in the Prepayment Conversion Notice and (ii) issue the applicable Conversion Shares to the Holder in accordance with Article 3, as applicable. The foregoing notwithstanding, the Maker may not deliver a Prepayment Notice with respect to any Outstanding Principal Amount (plus accrued and unpaid Default Interest) that is subject to a Conversion Notice previously delivered by the Holder in accordance with Article 3.

1.5 Delisting from a Trading Market. If at any time the Ordinary Shares cease to be listed on a Trading Market (which, for the elimination of doubt, excludes consummation of the Company’s pending voluntary delisting of the Ordinary Shares form the Tel Aviv Stock Exchange), (i) the Holder may deliver a demand for payment to the Company and, if such a demand is delivered, the Company shall, within ten (10) Business Days following receipt of the demand for payment from the Holder, pay all of the Outstanding Principal Amount or (ii) the Holder may, at its election, after the six-month anniversary of the Issuance Date or earlier if a Registration Statement registering the resale of the Conversion Shares under the 1933 Act has been declared effective by the SEC, upon notice to the Company in accordance with Section 5.1, convert all or a portion of the Outstanding Principal Amount and the Conversion Price shall be adjusted to the lower of (A) the then-current Conversion Price and (B) eighty percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to delivery by the Holder of its notice of conversion pursuant to this Section 1.5.

1.6 Payment on Non-Business Days. Whenever any payment to be made shall be due on a day which is not a Business Day, such payment may be due on the next succeeding Business Day.

1.7 Transfer. Subject to applicable Law, this Note may be transferred or sold, subject to the provisions of Section 5.6 of this Note, or pledged, hypothecated or otherwise granted as security by the Holder.

1.8 Replacement. Upon receipt of a duly executed and notarized written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof), or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

1.9 Use of Proceeds. The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.

1.10 Status of Note and Security Interest. As between the Maker and the Holder, the obligations of the Maker under this Note shall be (a) equal in right of payment with any existing unsubordinated Indebtedness of the Company, which is outstanding as of the Closing Date and is set forth in Schedule 2.5 of the Disclosure Letter and (b) senior in right of payment to all future Indebtedness and equity of the Company. Upon any Liquidation Event (as hereinafter defined), the Holder will be entitled to receive, before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker (other than any Indebtedness referred to in clause (a) of this Section 1.10), or any class of capital stock of the Maker, an amount equal to the Outstanding Principal Amount. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Maker.

1.11 Secured Note. The full amount of this Note is secured by the Collateral (as defined in the Security Agreement) identified and described as security therefor in the Security Agreement (the “Collateral”).

1.12 Tax Treatment. The Maker and the Holder agree that for U.S. federal income tax purposes, and applicable state, local and non-U.S. income tax purposes, this Note is not intended to be, and shall not be, treated as indebtedness. Neither the Maker nor the Holder shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of Taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. law.

ARTICLE 2

2.1 Events of Default. An “Event of Default” under this Note shall mean the occurrence of any of the events defined in the Purchase Agreement, and any of the additional events described below:

(a) any default in the payment of (i) the Principal Amount or any accrued and unpaid Default Interest hereunder when due, or any principal or interest owning under any other Note; or (ii) liquidated damages in respect of this Note as and when the same shall become due and payable (whether on the Maturity Date or by acceleration or otherwise), and in each case of (i) and (ii), such failure shall have continued for a period of three (3) Business Days;

(b) (i) the Maker shall fail to observe or perform any other covenant, condition or agreement contained in this Note, the Security Documents or any other Transaction Document (other than the Purchase Agreement) and such failure shall have continued for a period of three (3) Business Days following notice thereof by the Holder to the Maker; or (ii) the Maker shall fail to observe or perform any other covenant, condition or agreement contained in the Purchase Agreement in any material aspect and such failure shall have continued for a period of ten (10) Business Days following notice thereof by the Holder to the Maker;

(c) the Maker’s notice to the Holder, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.6(a) hereof) or its intention not to comply with proper requests for conversion of this Note into Ordinary Shares;

(d) the Maker shall fail to (i) timely deliver the Ordinary Shares as and when required under this Note or the Purchase Agreement; or (ii) make the payment of any fees and/or liquidated damages under this Note, the Purchase Agreement, the Security Agreement or the other Transaction Documents and such failure shall have continued for a period of three (3) Business Days;

(e) the Maker shall fail to file the Registration Statement with the SEC on or prior to the Filing Deadline in accordance with Section 9.1(a) of the Purchase Agreement;

(f) at any time the Maker shall fail to have a sufficient number of Ordinary Shares authorized, reserved and available for issuance to satisfy the potential conversion in full (disregarding for this purpose any and all limitations of any kind on such conversion) of this Note;

(g) any representation or warranty made by the Maker or any of its Subsidiaries herein or in the Purchase Agreement, this Note, the Security Agreement or any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made;

(h) unless otherwise approved in writing in advance by the Holder, the Maker shall, or shall publicly announce an intention to pursue or consummate a Change of Control, or a Change of Control shall be consummated, or the Maker shall enter into any agreement, understanding or arrangement pursuant to which it shall have agreed to consummate a Change of Control;

(i) the Maker or any of its Subsidiaries shall (A) default in any payment of any amount or amounts of principal of or interest (if any) on any Indebtedness (other than the Indebtedness hereunder), the aggregate principal amount of which Indebtedness is in excess of $250,000 or (B) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity;

(j) the Maker or any of its Subsidiaries shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general assignment for the benefit of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;

(k) a proceeding or case shall be commenced in respect of the Maker or any of its Subsidiaries, without its application or consent, in any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Maker or any of its Subsidiaries; or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Maker or any of its Subsidiaries or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Maker or any of its Subsidiaries and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days;

(l) one or more final judgments or orders for the payment of money aggregating in excess of $250,000 (or its equivalent in the relevant currency of payment) are rendered against one or more of the Company and its Subsidiaries;

(m) the failure of the Maker to instruct its transfer agent to remove any legends from certificates or other instruments evidencing Ordinary Shares and issue such unlegended certificates or other instruments evidencing Ordinary Shares to the Holder within three (3) Trading Days of the Holder’s request so long as the Holder has provided reasonable assurances to the Maker that such Ordinary Shares can be sold pursuant to Rule 144 or any other applicable exemption;

(n) the Maker’s Ordinary Shares are no longer publicly traded or cease to be listed on the Trading Market or, after the six month anniversary of the Issuance Date, any Investor Shares may not be immediately resold under Rule 144 (by a person who is not an “affiliate” (as defined in Rule 144)) without restriction on the number of shares to be sold or manner of sale, unless such Investor Shares have been registered for resale under the 1933 Act and may be sold without restriction;

(o) the Maker publicly proposes to or does consummate a “going private” transaction as a result of which the Ordinary Shares will no longer be registered under Sections 12(b) or 12(g) of the 1934 Act;

(p) there shall be any SEC or judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent for the Ordinary Shares restricting the trading of such Ordinary Shares;

(q) the Depository Trust Company places any restrictions on transactions in the Ordinary Shares or the Ordinary Shares are no longer tradeable through the Depository Trust Company Fast Automated Securities Transfer program and such restriction continues for a period in excess of three (3) Trading Days;

(r) the Company fails to file any report or filing required to be filed by the Securities and Exchange Commission, after giving effect to any permitted extension period permitted under Rule 12b-25 of the 1934 Act;

(s) the Company’s Market Capitalization is below $75.0 million for ten (10) consecutive Trading Days; or

(t) the occurrence of a Material Adverse Effect in respect of the Maker and its Subsidiaries taken as a whole.

For the avoidance of doubt, any default pursuant to clause (i) above shall not be subject to any cure periods pursuant to the instrument governing such Indebtedness or this Note.

2.2 Remedies Upon an Event of Default.

(a) From and after the occurrence and during the continuance of any Event of Default, interest on this Note shall accrue at the rate of ten percent (10.0%) per annum (“Default Interest”) and shall be computed on the basis of a 360-day year and twelve 30-day months and shall compound each calendar quarter and shall be payable in arrears in accordance with the terms of this Note on each Payment Date in accordance with Section 1.3 as part of the Monthly Payment, and in the event of a Prepayment in accordance with Section 1.4, as part of the Prepayment Amount. In the event that such Event of Default is subsequently cured, the Default Interest shall cease to accrue as of the calendar day immediately following the date of such cure; provided that the Default Interest as calculated and unpaid at the rate set forth in this Section 2.2(a) during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.

(b) Upon the occurrence of any Event of Default, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof.

(c) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two (2) Business Days of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred.

(d) Upon the occurrence and during the continuance of an Event of Default, the Holder may at any time at its option (1) declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into Ordinary Shares at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Security Agreement, and the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in Section 2.1(j) or 2.1(k) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

ARTICLE 3

3.1 Conversion.

(a) Conversion. At any time after the later of (i) the earlier to occur of (A) the date on which the Registration Statement is declared effective by the SEC and (B) the date on which Conversion Shares may be immediately resold by the Holder under Rule 144 without restriction on the number of shares to be sold or manner of sale and (ii) the ninetieth (90^th^) day following the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable Ordinary Shares as is determined by dividing (x) that portion of the Outstanding Principal Amount (plus any accrued and unpaid Default Interest thereon) that the Holder elects to convert (the “Conversion Amount”) by (y) the Conversion Price then in effect on the date on which the Holder delivers a notice of conversion, in substantially the form attached hereto as Exhibit B (the “Conversion Notice”), in accordance with Section 5.1 to the Maker. Any such conversion pursuant to this Section 3.1(a) shall be applied to reduce subsequent Monthly Payments in reverse chronological order, i.e., those to be made on the latest date or dates following the date of conversion (each, a “Conversion Date”). The Holder shall deliver this Note to the Maker at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of the Conversion Date.

(b) Conversion Price. The “Conversion Price” means $2.69175 and shall be subject to adjustment as provided herein.

3.2 Delivery of Conversion Shares. As soon as practicable after the occurrence of any event requiring the issuance of Ordinary Shares issuable upon conversion of this Note (“Conversion Shares”), and in any event within two (2) Business Days thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered or made available to the Holder, or as the Holder may direct, the number of fully paid and nonassessable Ordinary Shares to which the Holder shall be entitled, in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends, except for any such legends as may be required under the 1933 Act. The Company shall direct its transfer agent to electronically transmit such Ordinary Shares issuable to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with the Depository Trust Company (“DTC”) through its Deposit and Withdrawal At Custodian (“DWAC”) system (provided that the same time periods herein as for stock certificates shall apply) as instructed by the Holder in its Conversion Notice(or its designee); provided, that such issuance shall only be made through DTC’s DWAC system if such Conversion Shares will be issued free of restrictive legends. If such Conversion Shares will be issued subject to legends required under the 1933 Act, such Conversion Shares will be issued to the Holder in book entry at the Maker’s transfer agent.

3.3 Ownership Cap. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive shares representing Equity Interests upon conversion of this Note to the extent (but only to the extent) that such exercise or receipt would cause the Investor Group to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under the 1934 Act which exceeds the Maximum Percentage (as defined in the Purchase Agreement) of the Equity Interests of such class that are outstanding at such time. Any purported delivery of Equity Interests in connection with the conversion of this Note prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the Investor Group becoming the beneficial owner of more than the Maximum Percentage of the Equity Interests of a class that is registered under the 1934 Act that is outstanding at such time. If any delivery of Equity Interests owed to the Holder following conversion of this Note is not made, in whole or in part, as a result of this limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such Equity Interests as promptly as practicable after the Holder gives notice to the Company that such delivery would not result in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof. To the extent limitations contained in this Section 3.3 apply, the determination of whether this Note is convertible and of which portion of this Note is convertible shall be the sole responsibility and in the sole determination of the Holder, and the submission of a notice of conversion shall be deemed to constitute the Holder’s determination that the issuance of the full number of Conversion Shares requested in the notice of conversion is permitted hereunder, and the Company shall not have any obligation to verify or confirm the accuracy of such determination. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent public filing with the Securities and Exchange Commission reporting such information, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written request of the Holder, the Company shall, within one (1) Business Day of such request, confirm in writing to the Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 3.3 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

3.4 Adjustment of Conversion Price.

(a) Until the Note has been paid in full or converted in full, the Conversion Price shall be subject to adjustment from time to time as follows (but shall not be increased, other than pursuant to Section 3.4(a)(i) hereof):

(i) Adjustments for Stock Splits and Combinations. If the Maker shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) effect a split or other subdivision of the outstanding Ordinary Shares, the applicable Conversion Price in effect immediately prior to the stock or share split shall be proportionately decreased. If the Maker shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date), combine the outstanding Ordinary Shares, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 3.4(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.

(ii) Adjustments for Certain Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) make or issue or set a record date for the determination of holders of Ordinary Shares entitled to receive a dividend or other distribution payable in Ordinary Shares, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:

(1) the numerator of which shall be the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(2) the denominator of which shall be the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution;

provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(iii) Adjustment for Other Dividends and Distributions. If the Maker shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) make or issue or set a record date for the determination of holders of Ordinary Shares entitled to receive a dividend or other distribution payable in other than Ordinary Shares, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder of this Note shall receive upon conversions thereof, in addition to the number of Ordinary Shares receivable thereon, the number of securities of the Maker or other issuer (as applicable) or cash or other property that it would have received had this Note been converted into Ordinary Shares in full (without regard to any conversion limitations herein) on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period) or assets, giving application to all adjustments called for during such period under this Section 3.4(a)(iii) with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(iv) Adjustments for Reclassification, Exchange or Substitution. If the Ordinary Shares at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) shall be changed to the same or different number of shares or other securities of any class or classes of stock or other property, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.4(a)(i), (ii) and (iii) hereof, or a reorganization, merger, consolidation, or sale of assets provided for in Section 3.4(a)(vii) hereof), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock or other securities or other property receivable upon reclassification, exchange, substitution or other change, by holders of the number of Ordinary Shares into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

(v) [Intentionally Omitted.]

(vi) [Intentionally Omitted.]

(vii) Consideration for Stock. In case any Ordinary Shares or any Ordinary Share Equivalents shall be issued or sold:

(1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding Ordinary Shares of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Ordinary Shares, Convertible Securities, rights or warrants or options, as the case may be; or

(2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding Ordinary Shares of the Maker shall be changed into or exchanged for the stock or other securities of another corporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock, shares or other securities or other property of any corporation, the Maker shall be deemed to have issued shares of its Ordinary Shares, at a price per share equal to the valuation of the Maker’s Ordinary Shares based on the actual exchange ratio on which the transaction was predicated, as applicable, and the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of Ordinary Shares issuable upon conversion of the Note, the determination of the applicable Conversion Price or the number of Ordinary Shares issuable upon conversion of the Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of Ordinary Shares issuable upon conversion of the Note. In the event Ordinary Shares are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

(viii) Record Date. In case the Maker shall take record of the holders of its Ordinary Shares for the purpose of entitling them to subscribe for or purchase Ordinary Shares or Convertible Securities, then the date of the issue or sale of the Ordinary Shares shall be deemed to be such record date.

(b) No Impairment. The Maker shall not, by amendment of its Organizational Documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Maker, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3.4 and in the taking of such actions as may be necessary or appropriate in order to protect the conversion rights of the Holder against impairment. In the event the Holder shall elect to convert this Note as provided herein, the Maker cannot refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, violation of an agreement to which the Holder is a party or for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of this Note shall have issued and the Maker posts a surety bond for the benefit of the Holder in an amount equal to one hundred fifty percent (150%) of the Principal Amount of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to the Holder (as liquidated damages) in the event it obtains judgment.

(c) Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of Ordinary Shares issuable upon conversion of this Note pursuant to this Section 3.4, the Maker at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Maker shall, upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of Ordinary Shares and the amount, if any, of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Maker shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.

(d) Issue Taxes. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of Ordinary Shares on conversion of this Note pursuant thereto; provided, however, that the Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(e) Fractional Shares. No fractional Ordinary Shares shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Maker shall pay cash equal to such fractional shares multiplied by the Conversion Price then in effect.

(f) Reservation of Ordinary Shares. The Maker shall at all times while this Note shall be outstanding, reserve and keep available out of its authorized but unissued Ordinary Shares, such number of Ordinary Shares as shall from time to time be sufficient to effect the full conversion of this Note (disregarding for this purpose any and all limitations of any kind on such conversion). The Maker shall, from time to time, use commercially reasonable efforts to increase the authorized number of Ordinary Shares or take other effective action if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Maker’s obligations under this Section 3.4(f).

(g) Regulatory Compliance. If any Ordinary Shares to be reserved for the purpose of conversion of this Note require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal, state or foreign law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Maker shall, at its sole cost and expense, in good faith and as expeditiously as possible, secure such registration, listing or approval, as the case may be.

(h) Effect of Events Prior to the Issuance Date. If the Issuance Date of this Note is after the Closing Date, then, if the Conversion Price or any other right of the Holder of this Note would have been adjusted or modified by operation of any provision of this Note had this Note been issued on the Closing Date, such adjustment or modification shall be deemed to apply to this Note as of the Issuance Date as if this Note had been issued on the Closing Date.

3.5 Prepayment Following a Change of Control.

(a) Mechanics of Prepayment at Option of Holder in Connection with a Change of Control. No sooner than fifteen (15) days prior to entry into an agreement for a Change of Control nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Maker shall deliver written notice (“Notice of Change of Control”) to the Holder of such Change of Control. At any time after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not delivered at least ten (10) days prior to a Change of Control, at any time within ten (10) days prior to a Change of Control), the Holder may require the Maker to prepay the Outstanding Principal Amount (plus any accrued but unpaid Default Interest, as applicable) in an amount equal to 105% of the Outstanding Principal Amount (plus any accrued but unpaid Default Interest, as applicable) (the “COC Repayment Price”) by delivering written notice thereof (“Notice of Prepayment at Option of Holder Upon Change of Control”) to the Maker.

(b) Payment of COC Repayment Price. Upon the Maker’s receipt of a Notice of Prepayment at Option of Holder Upon Change of Control from the Holder, the Maker shall deliver the COC Repayment Price to the Holder immediately prior, but subject, to the consummation of the Change of Control; provided that the Holder’s original Note shall have been delivered to the Maker.

3.6 Inability to Fully Convert.

(a) Holder’s Option if Maker Cannot Fully Convert. If, upon the Maker’s receipt of a Conversion Notice or as otherwise required under this Note, including with respect to repayment of principal in Ordinary Shares as permitted under this Note, the Maker cannot issue Ordinary Shares for any reason, including, without limitation, because the Maker (x) does not have a sufficient number of Ordinary Shares authorized and available or (y) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Maker or any of its securities from issuing all of the Ordinary Shares which are to be issued to the Holder pursuant to this Note, then the Maker shall issue as many Ordinary Shares as it is able to issue and, with respect to the unconverted portion of this Note or with respect to any Ordinary Shares not timely issued in accordance with this Note, the Holder, solely at Holder’s option, can elect to:

(i) require the Maker to prepay that portion of this Note for which the Maker is unable to issue Ordinary Shares or for which Ordinary Shares were not timely issued (the “Mandatory Prepayment”) at a price equal to the number of Ordinary Shares that the Maker is unable to issue multiplied by the VWAP on the date of the Conversion Notice (the “Mandatory Prepayment Price”);

(ii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s voiding its Conversion Notice shall not affect the Maker’s obligations to make any payments which have accrued prior to the date of such notice); or

(iii) defer issuance of the applicable Conversion Shares until such time as the Maker can legally issue such shares; provided, that the Principal Amount underlying such Conversion Shares shall remain outstanding until the delivery of such Conversion Shares; provided, further, that if the Holder elects to defer the issuance of the Conversion Shares, it may exercise its rights under either clause (i) or (ii) above at any time prior to the issuance of the Conversion Shares upon two (2) Business Days’ notice to the Maker.

(b) Mechanics of Fulfilling Holder’s Election. The Maker shall promptly, but in no event later than two (2) Business Days, send to the Holder, upon receipt of a Conversion Notice from the Holder, which cannot be fully satisfied as described in Section 3.6(a) above, a notice of the Maker’s inability to fully satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert Notice shall indicate (i) the reason why the Maker is unable to fully satisfy the Holder’s Conversion Notice; and (ii) the amount of this Note which cannot be converted. The Holder shall notify the Maker of its election pursuant to Section 3.6(a) above by delivering written notice to the Maker (“Notice in Response to Inability to Convert”).

(c) Payment of Mandatory Prepayment Price. If the Holder shall elect to have its Note prepaid pursuant to Section 3.6(a)(i) above, the Maker shall pay the Mandatory Prepayment Price to the Holder within five (5) Business Days of the Maker’s receipt of the Holder’s Notice in Response to Inability to Convert; provided that prior to the Maker’s receipt of the Holder’s Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the Holder on the date that is one (1) Business Day following the Maker’s receipt of the Holder’s Notice in Response to Inability to Convert, in addition to any remedy the Holder may have under this Note and the Purchase Agreement, such unpaid amount shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the full Mandatory Prepayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Note for which the full Mandatory Prepayment Price has not been paid and (ii) receive back such Note.

3.7 Compensation for Buy-In on Failure to Timely Deliver Conversion Shares. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit or make available to the Holder Conversion Shares or any other shares pursuant to a conversion on or before the Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (a) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue 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 Note and equivalent number of Conversion Shares for which such conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (a) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon conversion of the Note as required pursuant to the terms hereof.

ARTICLE 4

4.1 Covenants. For so long as any Note is outstanding, without the prior written consent of the Holder (such consent not to be unreasonably withheld, conditioned or delayed):

(a) Compliance with Transaction Documents. The Maker shall comply with its obligations under this Note, the Purchase Agreement, the Security Agreement, the Account Control Agreement and the other Transaction Documents

(b) Payment of Taxes, Etc. The Maker shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Maker and the Subsidiaries, except for such failures to pay that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Maker or such Subsidiaries shall have set aside on its books reserves with respect thereto in accordance with generally accepted accounting principles, and provided, further, that the Maker and such Subsidiaries will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached as security therefor.

(c) Corporate Existence; Nature of Business. The Maker shall, and shall cause each of its Subsidiaries to, maintain in full force and effect its corporate existence, rights (including its status as remaining duly qualified and in good standing in each jurisdiction in which the properties owned or leased by it or in which the transaction of its business makes such qualification necessary) and franchises (other than the existence, rights and franchises of the Subsidiaries of the Maker that the Board of Directors determines are no longer necessary or useful to the operation of the Maker’s business) and all licenses and other rights to use property owned or possessed by it and reasonably deemed to be necessary to the conduct of its business. The Maker shall not, and shall not permit any of its Subsidiaries to, (i) engage in any material line of business substantially different from those lines of business carried on by it on the date hereof and those reasonably related or complementary thereto, or (ii) amend its Organizational Documents in any respect materially adverse to the Holder.

(d) Investment Company Act. The Maker and each Subsidiary shall use its commercially reasonable efforts to conduct its businesses in a manner so that it will not become subject to, or required to be registered under, the Investment Company Act of 1940, as amended.

(e) Indebtedness. The Maker shall not, and shall cause each of its Subsidiaries to not, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than the Indebtedness evidenced by this Note and Permitted Indebtedness).

(f) Sale of Collateral and Other Assets; Liens. From the date hereof, the Maker and its Subsidiaries shall not sell, lease, transfer or otherwise dispose of any of their respective assets (other than pursuant to Permitted Dispositions), or allow or suffer to exist any Lien on any of their respective assets (other than (a) Permitted Liens in favor of Investor and (b) other Permitted Liens on assets not constituting Collateral securing obligations in an aggregate amount no greater than $2,500,000 at any time outstanding) or attempt or contract to do so.

(g) Prohibited Transactions. The Company hereby covenants and agrees not to enter into any Prohibited Transactions until thirty (30) days after such time as this Note has been converted into Conversion Shares or repaid in full.

(h) Repayment of This Note. If the Company or any Subsidiary issues any Indebtedness (other than the Note), or issues any preferred shares, other than Exempted Securities, unless otherwise waived in writing by and at the discretion of the Holder, the Company will promptly utilize the net proceeds of such issuance to repay the Note (to the extent of such net proceeds).

(i) DIP Financing. Neither the Company nor any Subsidiary shall, to the extent the Company or any Subsidiary, as applicable, seeks to obtain financing provided under Section 364 of the U.S. Bankruptcy Code or any similar provision of any other law related thereto (such financing, a “DIP Financing”), enter into, or agree to enter into any DIP Financing, without providing the Holder right of first refusal to provide all or any portion of such DIP Financing as the Holder may elect in its sole and absolute discretion.

(j) Restricted Payments. The Maker shall not, and shall cause each of its Subsidiaries to not, directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other than the Indebtedness under this Note) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute an Event of Default has occurred and is continuing.

(k) Maintenance of Insurance. The Maker shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.

(l) Maintenance of Properties, Etc. The Maker shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are necessary in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(m) Account Control Agreement. The Maker shall have delivered to the Holder, on or prior to the date hereof, the fully executed Account Control Agreement.

(n) Minimum Cash Balance.

(i) So long as this Note is outstanding, if at any time the Market Capitalization of the Company is less than $200,000,000 (the “Market Cap Trigger Date”), then, not later than ten (10) Trading Days after the Market Cap Trigger Date through and including the earlier of (x) the date on which the Market Capitalization of the Company exceeds $200,000,000 for a period of twenty (20) consecutive Trading Days and (y) date that this Note is no longer outstanding, Available Cash shall equal or exceed $5,000,000 (the “Minimum Cash Balance Requirement”). If the Company has failed to satisfy the Minimum Cash Balance Requirement (to the extent required under this Note) as of the last Business Day of a given calendar month (a “Cash Balance Event”), then, on or prior to the fifth (5^th^) Business Day immediately following the last day of such calendar month (the “Announcement Date”), the Company shall provide to the Holder a certificate, dated the Announcement Date and executed on behalf of the Company by its Chief Financial Officer (or its principal financial officer), certifying that the Company has failed to satisfy the Minimum Cash Balance Requirement for such prior calendar month (a “Cash Balance Event Notice”). If either the Company or the Holder reasonably determine that disclosure of a Cash Balance Event to the Holder pursuant to the immediately preceding sentence would constitute material, non-public information about the Company, then, concurrently with the delivery to the Holder on the Announcement Date of a Cash Balance Event Notice disclosing the occurrence of such Cash Balance Event, the Company shall also make publicly available (as part of a Report of Foreign Private Issuer on Form 6-K, an Annual Report on Form 20-F, or another report, statement or schedule filed with or furnished to the SEC by the Company pursuant to the reporting requirements of the 1934 Act) the fact that a Cash Balance Event has occurred under this Note. If the Company shall have failed to publicly disclose such material, non-public information on or prior to the second Business Day immediately following demand therefor by the Holder, or the Company shall have failed to reasonably demonstrate to the Holder in writing during such period that such information does not constitute material, non-public information about the Company, then, in addition to any other remedy provided to the Holder in this Note, the Purchase Agreement or in any of the other Transaction Documents, the Holder shall have the right to make public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information at any time in the Holder’s sole and absolute discretion, without the prior approval thereof by the Company, any of its Subsidiaries, or any of their respective directors, officers, shareholders or agents. The Holder shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, shareholders or agents, for any such public disclosure by the Holder.

(ii) Notwithstanding anything to the contrary contained herein, neither the Company’s failure to satisfy the Minimum Cash Balance Requirement nor a Cash Balance Event shall, in and of itself, constitute an Event of Default.

4.2 Set-Off. This Note shall be subject to the set-off provisions set forth in the Purchase Agreement.

ARTICLE 5

5.1 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses for such notices and communications shall be as set forth in the Purchase Agreement.

5.2 Governing Law. This Note shall be governed by and construed in accordance with the Laws of the State of New York, without reference to principles of conflict of laws or choice of laws that would result in the application of the law of any jurisdiction other than those of the State of New York.

5.3 Headings. The headings herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Note will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Note shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Note.

5.4 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Maker to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach would be inadequate. Therefore, the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

5.5 Enforcement Expenses. The Maker agrees to pay all reasonable costs and documented expenses of enforcement of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

5.6 Binding Effect. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms herein.

5.7 Amendments; Waivers. No provision of this Note may be waived or amended except in a written instrument signed by the Company and the Holder. No waiver of any default with respect to any provision, condition or requirement of this Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

5.8 Jurisdiction; Venue. Any action, proceeding or claim arising out of, or relating in any way to this Note shall be brought and enforced in the state or federal courts located in The City of New York, Borough of Manhattan, State of New York. The Company and the Holder irrevocably submit to the jurisdiction of such courts, which jurisdiction shall be exclusive, and hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. Each of the Company and the Holder agrees it may be served with legal process in the State of New York at the address set forth in Section 11.5 of the Purchase Agreement.

5.9 Parties in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder and their respective successors and permitted assigns.

5.10 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

5.11 Maker Waivers. Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Maker liable for the payment of this Note. THE HOLDER AND THE MAKER DO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION IN RESPECT OF THIS NOTE.

(a) No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.

(b) THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

5.12 Definitions. Capitalized terms used herein and not defined shall have the respective meanings set forth in the Purchase Agreement. For the purposes hereof, the following terms shall have the following meanings:

(a) “Available Cash” means the cash and cash equivalents of the Company and of its Subsidiaries, determined on a consolidated basis from their books and records maintained in accordance with GAAP, which cash and cash equivalents are, on any date of determination, available for use by the Company or any applicable Subsidiary without restriction.

(b) “Convertible Securities” means any securities convertible into or exercisable or exchangeable for, directly or indirectly, Ordinary Shares.

(c) “Indebtedness” means, with respect to the Maker or any Subsidiary: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes or other similar instruments (including bonds, debentures, notes or other similar instruments that are Convertible Securities or that are convertible into or exercisable or exchangeable for, directly or indirectly, any equity securities of the Company other than Ordinary Shares) and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate hedging agreements, interest rate swaps, or other financial products; (c) all capital lease obligations that exceed $100,000 in the aggregate in any fiscal year; (d) all obligations or liabilities secured by a lien or encumbrance on any asset of the Maker or any Subsidiary, irrespective of whether such obligation or liability is assumed; (e) all obligations for the deferred purchase price of assets, together with trade debt and other accounts payable that exceed $100,000 in the aggregate in any fiscal year; (f) all synthetic leases; (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other person; (h) trade debt; and (i) endorsements for collection or deposit.

(d) “Mandatory Default Amount” means an amount equal to one hundred and ten percent (110%) of the Outstanding Principal Amount (plus any accrued and unpaid Default Interest thereon) of this Note on the date on which the first Event of Default has occurred hereunder.

(e) “Market Capitalization” means, as of any date of determination, the product of (a) the number of issued and outstanding Ordinary Shares as of such date (exclusive of any Ordinary Shares issuable upon the exercise of options or warrants or conversion of any Convertible Securities), multiplied by (b) either (x) the Nasdaq Official Closing Price on the date of determination or (y), if the Ordinary Shares are not then listed on Nasdaq, the last closing trade price of the Ordinary Shares on the applicable Trading Market as reported by such Trading Market on the date of determination.

(f) “Outstanding Principal Amount” means, at the time of determination, the Principal Amount outstanding (plus any accrued and unpaid Default Interest thereon) after giving effect to any adjustments, conversions or prepayments pursuant to the terms hereof.

(g) “Permitted Disposition” means (a) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets (other than the Collateral) or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice, (b) sales of inventory and product in the ordinary course of business, (c) sales, transfers, conveyances and other dispositions of the Excluded Assets (as defined in the Security Agreement), and (d) dispositions of assets within the Collateral Account (as defined in the Security Agreement), solely to the extent that (i) such dispositions are undertaken by the Asset Manager (as defined in the Account Control Agreement) pursuant to its authority under the Account Control Agreement to execute the Crypto Strategy (as defined in the Account Control Agreement) in accordance with the Investment Guidelines (as defined in the Account Control Agreement), (ii) the proceeds of any such disposition remain within an account subject to the Account Control Agreement and are not remitted to the Client or any other Person, and (iii) if an Event of Default has occurred and is continuing, the Holder has instructed or consented to such Disposition in accordance with the terms of the Account Control Agreement.

(h) “Prepayment Amount” means an amount equal to the product of the Outstanding Principal Amount (plus any accrued and unpaid Default Interest thereon) multiplied by 1.05.

(i) “Repayment Shares” means Ordinary Shares issued to the Holder by the Maker as payment for the Principal Amount (plus any accrued and unpaid Default Interest thereon), pursuant to Section 1.3 of this Note.

(j) “Repayment Share Price” means ninety percent (90%) of the average of the five (5) lowest daily VWAPs during the twenty (20) Trading Days prior to the applicable Payment Date.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

ENLIVEX LTD.
By:
Name:	Oren Hershkovitz
Title:	Chief Executive Officer

EXHIBIT A

WIRE INSTRUCTIONS

EXHIBIT B

FORM OF CONVERSION NOTICE

Exhibit 10.3

Execution Version

SECURITY AGREEMENT

SECURITY AGREEMENT (this “Agreement”), dated as of March 23, 2026, by and between ENLIVEX LTD., a company organized under the laws of the State of Israel (the “Company”) and LIND GLOBAL ASSET MANAGEMENT XIV LLC, a Delaware limited liability company (the “Secured Party”).

WHEREAS, the Company (a) and the Secured Party have entered into that certain Securities Purchase Agreement dated as of the date hereof (as amended and in effect from time to time, the “SPA”) and (b) issued to the Secured Party that certain Senior Secured Convertible Promissory Note dated as of the date hereof (as amended and in effect from time to time, the “Note”); and

WHEREAS, it is a condition precedent to the Secured Party agreeing to make loans or otherwise extend credit to the Company under the SPA and the Note that the Company execute and deliver to the Secured Party a security agreement in substantially the form hereof; and

WHEREAS, the Company wishes to grant security interests in favor of the Secured Party as herein provided;

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

**1.**Definitions. All capitalized terms used herein without definitions shall have the respective meanings provided therefor in the SPA. With respect to US Matters and US Matters only (as defined below), all terms defined in the Uniform Commercial Code and used herein shall have the same definitions herein as specified therein, however, if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article of the Uniform Commercial Code, the term has the meaning specified in Article 9. In addition, the following terms shall have the following meanings:

“AMA” means the Asset Management Agreement dated as of November 20, 2025, by and among the Secured Party, the Company and Elinnovation Labs Ltd., a company organized under the laws of the State of Israel, as amended by the Joinder and First Amendment to Asset Management Agreement, dated as of March 23, 2026 and as further amended, amended and restated or otherwise modified from time to time.

“Collateral Account” means each account identified as a Collateral Account on Schedule B hereto.

“Digital Asset” means any blockchain-based digital asset, cryptocurrency or other cryptoasset, whether or not denominated in U.S. dollars or another currency or deemed to be a “security” under Section 2(a)(l) of the Securities Act, and including, without limitation, RAIN.

“Event of Default” means the occurrence of any “Event of Default” under and as defined in the Note.

“Excluded Account” means the account identified as the Excluded Account on Schedule B hereto.

“Excluded Assets” means, collectively, (a) the Excluded Account, (b) any and all Digital Assets, including all RAIN, on deposit in the Excluded Account, (c) all successor accounts and wallets and associated wallet addresses, private keys, credentials, or access rights including those in relation to the Excluded Account, and (d) any rights under agreements governing the custody or transfer of the Excluded Account from time to time, money and other property from time to time deposited therein, including, without limitation, the Excluded Account as it may have been renumbered or retitled, any and all proceeds thereof (including without limitation all interest and other sums paid thereon), and any and all general intangibles and causes in action arising therefrom or related thereto.

“Lien” means any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, lien (statutory or otherwise), encumbrance, conditional sale agreement, capital lease, financing lease, deposit arrangement, title retention agreement, and any other agreement, trust or arrangement that in substance secures payment or performance of an obligation.

“Obligations” means, collectively, (a) all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Company to the Secured Party in any currency, under, in connection with or pursuant to any Transaction Document (including, without limitation, the SPA, the Note, any Supplemental Loan Document or this Agreement), and whether incurred by the Company alone or jointly with another or others and whether as principal, guarantor or surety and in whatever name or style and (b) all expenses, costs and charges incurred by or on behalf of the Secured Party in connection with any Transaction Document (including, without limitation, the SPA, the Note, any Supplemental Loan Document and this Agreement) or the Collateral, including all legal fees, court costs, receiver’s or agent’s remuneration and other expenses of taking possession of, repairing, protecting, insuring, preparing for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral, and of taking, defending or participating in any action or proceeding in connection with any of the foregoing matters or otherwise in connection with the Secured Party’s interest in any Collateral, directly relating to the Secured Party’s rights under this Agreement or any other Transaction Document (including, without limitation, any enforcement of this Agreement or any other Transaction Document).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“RAIN” means the Digital Asset commonly referred to as “RAIN” in the cryptocurrency marketplace.

“Supplemental Loan Documents” means any other document, agreement or instrument evidencing any debt or similar obligation owing from the Company or any of its Subsidiaries to the Secured Party.

“Transaction Documents” means, collectively, the SPA, the Note, the Account Control Agreement, any Supplemental Loan Document, this Agreement or any other “Transaction Documents” as defined in the SPA, in each case as amended, supplemented, novated and/or replaced from time to time in accordance with the applicable terms thereof.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason of mandatory provisions of law the perfection, effect of perfection or non-perfection, or priority of a security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction solely for purposes of the provisions of this Agreement relating to such perfection, effect of perfection or non-perfection, or priority.

“US Matters” means any matters hereunder which are not governed by Israeli law.

**2.**Grantof Security Interest.

2.1. Grant;Collateral Description. The Company hereby grants to the Secured Party, to secure the payment and performance in full of all of the Obligations, a security interest in and pledges and assigns to the Secured Party, by way of first-ranking specific charge and pledge ("Shiabud Spetzifi"), the following assets and rights of the Company, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the “Collateral”):

**2.1.1.**Each Collateral Account of the Company, and any and all Digital Assets, including all RAIN, all successor accounts and wallets and associated wallet addresses, private keys, credentials, or access rights, or any successor agreements or accounts; all general intangibles, investment property, proceeds, products, replacements, substitutions, or accessions thereto; and any rights under agreements governing the custody or transfer of such assets from time to time, money and other property from time to time deposited therein, including, without limitation, any such account as it may have been renumbered or retitled, any and all proceeds thereof (including without limitation all interest and other sums paid thereon), and any and all general intangibles and causes in action arising therefrom or related thereto;

**2.1.2.**All of the Company’s Books relating to any of the foregoing; and

**2.1.3.**Incremental tokens generated as a result of a hard fork or airdrop;

**2.1.4.**All of the Proceeds, whether tangible or intangible, of any of the foregoing; provided, however, that in no event shall the Collateral include any Excluded Assets.

**3.**Authorizationto File Financing Statements. The Company hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office which the Secured Party deems necessary (I) including but not limited to the Israeli Registrar of Companies and the Israeli Registrar of Pledges, any registrations, forms and/or notices, and any amendments thereto, in each case indicating the Collateral as described herein (or describing such Collateral in substantially the same manner or with greater specificity, and (b) provide any other information required for the sufficiency or filing office acceptance of any filing, registration or amendment, including, the type of organization and any organizational identification number issued to the Company, as applicable, and (II) in any other jurisdiction any initial financing statements and amendments thereto that provide any other information required by part 5 of Article 9 of the Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization and any organizational identification number issued to the Company. The Company agrees to furnish any such information to the Secured Party promptly upon the Secured Party’s reasonable written request. With a prior consent in writing of the Secured Party, the Company shall file and register the security interest created by this Agreement with the Israeli Registrar of Companies and any other necessary registry and perfect such registration on the date hereof and shall deliver to the Secured Party original certificates of registration of such security interest.

**4.**OtherActions. Further to insure the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in the Collateral, the Company agrees, at the Company’s expense, to take the following actions with respect to the following Collateral and without limitation on the Company’s other obligations contained in this Agreement, upon the request of the Secured Party and at the Secured Party’s option, to take any and all other actions as the Secured Party may determine to be necessary for the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing registration documents or financing statements, as applicable, and amendments relating thereto under Israeli law or, of applicable, the Uniform Commercial Code, to the extent, if any, that the Company’s signature thereon is required therefor, (b) [reserved], (c) complying with any provision of any statute, regulation or treaty of Israel or the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, and (d) obtaining governmental and other third party waivers, consents and approvals, in form and substance reasonably satisfactory to the Secured Party, including any consent of any licensor, lessor or other Person obligated on Collateral.

**5.**Representationsand Warranties Concerning the Company’s Legal Status. The Company represents and warrants to the Secured Party as follows: (a) the Company’s exact legal name is that indicated on the signature page hereof, (b) the Company is an organization of the type, and is organized in the jurisdiction, as is set forth on Schedule A, (c) the Company’s organizational identification number is as set forth on Schedule A, (d) the Company’s place of business or, if more than one, its chief executive office, as well as the Company’s mailing address, if different, is as set forth on Schedule A.

**6.**CovenantsConcerning Company’s Legal Status. The Company covenants with the Secured Party as follows: (a) without providing at least ten (10) days’ prior written notice to the Secured Party (or such shorter period as may be agreed to in writing by the Secured Party), the Company will not change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification number if it has one, (b) if the Company does not have an organizational identification number and later obtains one, the Company will forthwith notify the Secured Party of such organizational identification number, and (c) without providing at least twenty (20) days’ prior written notice to the Secured Party (or such shorter period as may be agreed to in writing by the Secured Party), the Company will not change its type of organization, jurisdiction of organization or other legal structure without the Secured Party’s prior written consent.

**7.**Representationsand Warranties Concerning Collateral, Etc. The Company further represents and warrants to the Secured Party that:

**7.1.**The Company is the owner of or has other rights in or power to transfer the Collateral of the Company, free from any right or claim of any Person or any adverse Lien, except for the security interest created by this Agreement and the other Permitted Liens.

**7.2.**The owner, custodian, custodian’s address, account or wallet number and amount on deposit in each Collateral Account as of the Closing Date is as set forth on Schedule B hereto.

**7.3.**The owner, custodian, custodian’s address, account or wallet number and amount on deposit in the Excluded Account as of the Closing Date is as set forth on Schedule B hereto.

**7.4.**As of the Closing Date, no more than thirty percent (30%) of the Company’s aggregate Digital Assets, including RAIN, are on deposit in the Excluded Account.

**8.**CovenantsConcerning Collateral, Etc. The Company further covenants with the Secured Party as follows: (a) except for the security interest herein granted, the Company shall be the owner of or have other rights in the Collateral free from any right or claim of any other Person or any Lien (other than the security interest created by this Agreement and the other Permitted Liens), and the Company shall defend the same against all claims and demands of all Persons at any time claiming the same or any interests therein adverse to the Secured Party, (b) other than in favor of the Secured Party or with respect to any other Permitted Lien, the Company shall not pledge, mortgage or create, or suffer to exist any right of any Person in or claim by any person to the Collateral, or any Lien in the Collateral in favor of any Person, or become bound by a security agreement granting a security interest in any of the Collateral in favor of any Person as secured party, whether by way of specific charge, floating charge or otherwise, (c) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located, (d) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement, except for such taxes, assessments, governmental charges and levies, if any, that are being contested in good faith and as to which adequate reserves have been established by the Company in accordance with GAAP, and (e) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral, or any interest therein (other than Permitted Dispositions (as defined in the Note)).

9.****[Reserved].

**10.**CollateralProtection Expenses; Preservation of Collateral.

10.1. ExpensesIncurred by Secured Party. In the Secured Party’s discretion, the Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, and pay any necessary filing fees or insurance premiums, in each case if the Company fails to do so. The Company agrees to reimburse the Secured Party on demand for all expenditures so made. The Secured Party shall have no obligation to the Company to make any such expenditures, nor shall the making thereof be construed as a waiver or cure of any Event of Default.

10.2. SecuredParty’s Obligations and Duties. Anything herein to the contrary notwithstanding, the Company shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Company thereunder. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under Israeli law or under §9-207 of the Uniform Commercial Code, shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account.

11.****[Reserved].

**12.**Releaseof Security Interest.

**12.1.**Release Upon Payment in Full. Upon the indefeasible payment in full in cash of all Obligations (other than contingent indemnification obligations for which no claim has been asserted), and termination of any commitment of the Secured Party to extend credit, the security interests granted pursuant to this Agreement shall automatically terminate and the Secured Party shall promptly (and in any event within five (5) Business Days) execute and deliver to the Company such releases and termination statements as the Company may reasonably request to evidence the release of the Collateral, including termination statements with respect to any financing statements filed by or on behalf of the Secured Party.

12.2. Releaseof Liens. At the request and expense of the Company, the Secured Party shall execute and deliver such documents and take such other actions as the Company may reasonably request to evidence the release of the Secured Party’s security interest in any Collateral released pursuant to this Section.

**13.**Powerof Attorney.

13.1. Appointmentand Powers of Secured Party. The Company hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company or in the Secured Party’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company, without notice to or assent by the Company, to do the following:

(a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with Israeli law or, solely if applicable, the Uniform Commercial Code and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Company’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company might do, including (i) upon written notice to the Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (ii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and

(b) to the extent that the Company’s authorization given in §3 is not sufficient, to file such registrations and/or financing statements with respect hereto, with or without the Company’s signature, or a photocopy of this Agreement in substitution for a registration and/or financing statement, as the Secured Party may deem appropriate and to execute in the Company’s name such registrations and/or financing statements and amendments thereto and additional forms, filings and/or continuation statements which may require the Company’s signature.

13.2. Ratificationby Company. To the extent permitted by Law, the Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.

13.3. NoDuty on Secured Party. The powers conferred on the Secured Party hereunder are solely to protect the interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. The Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Company for any act or failure to act, except for the Secured Party’s own gross negligence or willful misconduct.

**14.**Rightsand Remedies. If an Event of Default shall have occurred and be continuing, the Secured Party, without any other notice to or demand upon the Company, shall have, in addition to all other rights and remedies, the rights and remedies of a secured party under Israeli law or, if applicable, the Uniform Commercial Code, and any additional rights and remedies as may be provided to a secured party in any jurisdiction in which Collateral is located, including the right to take possession of the Collateral. The Secured Party shall have those rights and remedies, including the directing the disposition of Collateral, as described in the AMA, and the Company shall promptly provide all necessary or useful cooperation to the Secured Party in its exercise of such rights. The Secured Party may in its discretion require the Company to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Company’s principal office(s) or at such other locations as the Secured Party may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party shall give to the Company at least ten (10) Business Days’ prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The Company hereby acknowledges that ten (10) Business Days’ prior written notice of such sale or sales shall be reasonable notice. In addition, the Company waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and remedies hereunder, including its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. The Company shall at all times maintain each Collateral Account in its current configuration on the Fireblocks platform, including without limitation the multi-signature authorization requirements applicable thereto, and shall not modify, alter or reconfigure the signing policies, authorization requirements or access controls applicable to any Collateral Account without the prior written consent of the Secured Party. The Company shall take all actions necessary to ensure that the Secured Party remains a required signatory on all transactions from the Collateral Accounts at all times during the term of this Agreement.

**15.**Standardsfor Exercising Rights and Remedies. To the extent that applicable Law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Company acknowledges and agrees that it is not commercially unreasonable for the Secured Party (a) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other Persons obligated on Collateral or to fail to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other Persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Company, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of the Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of the Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the Secured Party against risks of loss, collection or disposition of the Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of such Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Company acknowledges that the purpose of this §15 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would fulfill the Secured Party’s duties under Israeli law or, where applicable, the Uniform Commercial Code in the Secured Party’s exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this §15. Without limitation upon the foregoing, nothing contained in this §15 shall be construed to grant any rights to the Company or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable Law in the absence of this §15.

**16.**NoWaiver by Secured Party, etc. The Secured Party shall not be deemed to have waived any of its rights and remedies in respect of the Obligations or the Collateral unless such waiver shall be in writing and signed by the Secured Party. No delay or omission on the part of the Secured Party in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies of the Secured Party with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Secured Party deems expedient.

**17.**SuretyshipWaivers by Company. The Company waives, to the maximum extent permitted by applicable Law, demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Obligations and the Collateral, the Company assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any such Collateral, to the addition or release of any party or Person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Secured Party may deem advisable. The Secured Party shall have no duty as to the collection or protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in §10.2. The Company further waives any and all other suretyship defenses.

**18.**Marshaling. The Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the rights and remedies of the Secured Party hereunder and of the Secured Party in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, the Company hereby agrees that it will not invoke any Law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Secured Party’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Company hereby irrevocably waives the benefits of all such Laws.

**19.**Proceedsof Dispositions; Expenses. The Company shall pay to the Secured Party upon written demand amounts equal to any and all reasonable and documented expenses, including, without limitation, attorneys’ fees and disbursements, incurred or paid by the Secured Party in protecting or preserving the Secured Party’s rights and remedies under or in respect of any of the Obligations or any of the Collateral and any such expenses actually incurred in releasing any security interest granted hereunder and, in addition, the Company shall pay to the Secured Party on demand amounts equal to any and all reasonable and documented expenses, including attorneys’ fees and disbursements, incurred or paid by the Secured Party in enforcing the Secured Party’s rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as is provided in the SPA, proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Israeli law and, where applicable, Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code, any excess shall be returned to the Company. In the absence of final payment and satisfaction in full of all of the Obligations, the Company shall remain liable for any deficiency.

**20.**OverdueAmounts. Until paid, all amounts due and payable by the Company hereunder shall be a debt secured by the Collateral and shall bear, from and after the occurrence and during the continuance of any Event of Default, interest at the Default Interest rate in accordance with the terms of the Note.

**21.**GoverningLaw; Consent to Jurisdiction.

21.1. exceptas provided in Section 21.2: (i) This Agreement IS A contract UNDER the laws of the state of ISRAEL and shall for all purposes be construedin accordance with and governed by the laws of SAID state of ISRAEL; (ii) EACH OF THE Company and THE SECURED PARTY agreeS that any suitfor the enforcement of this agreement or any other action brought by SUCH PERSON arising hereunder or in any way related to this agreementSHALL BE BROUGHT IN THE COURTS OF THE STATE OF ISRAEL LOCATED IN TEL AVIV-YAFO AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCHCOURTS; AND (III) EACH OF THE Company AND THE SECURED PARTY hereby waiveS any objection that itmay now or hereafter have to the venue of any suit BROUGHT IN the state of ISRAEL or any court SITTING THEREIN or that A suit BROUGHTTHEREIN is brought in an inconvenient court.

21.2. SOLELYWITH RESPECT TO US MATTERS: (I) This Agreement shall be governed by and construed in accordance with the Laws of the State of New York,without reference to principles of conflict of laws or choice of laws that would result in the application of the law of any jurisdictionother than those of the State of New York; (II) Any action, proceeding or claim arising out of, or relating in any way to this Agreementshall be brought and enforced in the state or federal courts located in The City of New York, Borough of Manhattan, State of New York;(III) The Company and the SECURED PARTY irrevocably submit to the jurisdiction of such courts, which jurisdiction shall be exclusive,and hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum; and (IV) Each partyhereto agrees that it may be served with legal process in the State of New York at the following address: (a) for the SECURED PARTY, c/oThe Lind Partners LLC, 444 Madison Avenue, Floor 41, New York, NY 10022 and (b) for the Company, c/o Cogency Global Inc., 122 East 42ndStreet, 18th Floor, New York, NY 10168.

**22.**Waiverof Jury Trial. EACH OF THE COMPANY AND THE SECURED PARTY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by Law, each of the Company and the Secured Party waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. Each of the Company and the Secured Party (a) certifies that neither it nor any of its representatives, agents or attorneys have represented, expressly or otherwise, that it would not, in the event of litigation, seek to enforce the foregoing waivers or other waivers contained in this Agreement and (b) acknowledges that, in entering into this Agreement and any other Transaction Document to which it is a party, it is relying upon, among other things, the waivers and certifications contained in this §22.

**23.**Notices. All notices, requests and other communications hereunder shall be made in the manner set forth in the SPA.

**24.**Miscellaneous. The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Secured Party and its successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Company acknowledges receipt of a copy of this Agreement. The parties agree to electronic contracting and signatures with respect to this Agreement. Delivery of an electronic signature to, or a signed copy of, this Agreement by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including Israeli law and the US Federal Electronic Signatures in Global and National Commerce Act. Notwithstanding the foregoing, if the Secured Party shall request manually signed counterpart signatures to this Agreement, the Company hereby agrees to use its reasonable endeavors to provide such manually signed signature pages as soon as reasonably practicable.

[Signature pages to follow]

IN WITNESS WHEREOF, intending to be legally bound, the Company has caused this Agreement to be duly executed as of the date first above written.

ENLIVEX LTD.
By:	/s/ Oren Hershkovitz
Name:	Oren Hershkovitz
Title:	Chief Executive Officer

Accepted:

LIND GLOBAL ASSET
MANAGEMENT XIV LLC
By:	/s/ Jeff Easton
Name:	Jeff Easton
Title:	Authorized Signatory

SCHEDULE A

NAME; JURISDICTION; CHIEFEXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND ORGANIZATIONAL NUMBERS

SCHEDULE B

ACCOUNT INFORMATION

Exhibit 10.4

Execution Version

JOINDER AND FIRST AMENDMENT TOASSET MANAGEMENT AGREEMENT

This JOINDER AND FIRST AMENDMENT TO ASSET MANAGEMENT AGREEMENT, dated as of March 23, 2026 (this “Amendment”), is made by and among Enlivex Ltd., a company organized under the laws of the State of Israel (formerly Enlivex Therapeutics Ltd., the “Company” or the “Client”), Elinnovation Labs Ltd., a company organized under the laws of the State of Israel (the “Asset Manager”), and Lind Global Asset Management XIV LLC, a Delaware limited liability company (the “Investor”).

Recitals

Whereas, the Company and the Investor have entered into, or intend to enter into, that certain Securities Purchase Agreement, dated as of the date hereof (the “Securities Purchase Agreement”), pursuant to which the Company shall issue and sell, and the Investor shall purchase, the Note (as defined in the Securities Purchase Agreement);

Whereas, in connection with the Securities Purchase Agreement, the Company and the Investor intend to enter into that certain Security Agreement, dated as of the date hereof (the “Security Agreement”), pursuant to which the Company shall grant the Investor a first priority security interest in the Collateral (as defined in the Security Agreement);

Whereas, the Company and the Asset Manager are parties to that certain Asset Management Agreement, dated as of November 20, 2025 (the “ExistingAgreement” and as amended by this Amendment, the “Amended Agreement”), pursuant to which the Asset Manager provides certain asset management services with respect to the Account (as defined in the Amended Agreement) and the Account Assets (as defined in the Amended Agreement);

Whereas, the Collateral is included in the Account and the Account Assets in accordance with Annex A attached hereto;

Whereas, it is a condition precedent under the Securities Purchase Agreement that the Company, the Asset Manager and the Investor enter into this Amendment in order to give the Investor “control” (as contemplated by Section 9-104 (a)(2) of the Uniform Commercial Code) over the Collateral; and

Whereas, the amendments effected pursuant to this Amendment shall be effective only during the period commencing on the Amendment Effective Date and ending on the date on which the Company shall have repaid in full or otherwise satisfied the Outstanding Principal Amount, plus any accrued and unpaid Default Interest thereon (as each such term is defined in the Note), under the Note.

Now, Therefore, in consideration of the mutual agreements, provisions and covenants contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties, intending to be legally bound, hereby agree as follows:

1. Incorporation of Recitals. The Company, the Asset Manager and the Investor hereby agree that all of the recitals in this Amendment are hereby incorporated into and made a part hereof.

2. Capitalized Terms. Except as otherwise defined in this Amendment, each capitalized term used herein shall have the same meaning as specified in the Amended Agreement, and such definitions shall be incorporated herein by reference, as if fully set forth herein.

3. Joinder. Subject to the conditions set forth herein and in reliance upon the representations and warranties set forth herein, the parties hereto hereby agree that, on the Amendment Effective Date, the Investor hereby joins in and is and shall be deemed to be a Party under the Amended Agreement.

4. Amendments to Existing Agreement. On the Amendment Effective Date:

(a) Each reference to a Party or the Parties under the Existing Agreement shall be amended to include the Investor as a Party.

(b) The first paragraph of Section 2 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“2. Account Assets. The “Account Assets” shall consist of (a) certain cash net proceeds of the offering of the Client’s securities in accordance with that certain Securities Purchase Agreement, dated on or around November 24, 2025, between the Client and each purchaser identified on the signature pages thereto (“Initial Raise”), (b) any additional cash proceeds the Client receives in connection with capital raises subsequent to the Initial Raise, and (c) any additional assets placed in the Account by the Client (collectively, the “Available Capital”), in each case which the Client determines, in its sole discretion, to place into the Account together with all investments thereof, proceeds of, income on, including any airdrops, forks, staking rewards or any other assets or rewards related to the Account Assets from time to time, and additions or accretions to the same, including all assets which are or were in the Account but which are staked from time to time in accordance with this Agreement. The Client shall notify the Asset Manager (with a copy to the Investor) of its intention to contribute Available Capital to the Account to be designated and maintained as Account Assets held in the Account no fewer than three (3) business days in advance of such contribution. Liquidation of Account Assets may be required for any withdrawal by the Client or the Investor during the term of this Agreement and notice shall be given as soon as possible and, in any event, at least five (5) business days in advance of any such withdrawal by the Client or Investor, as applicable. The Asset Manager shall provide the Client and the Investor with written notice of any material change to the management of the Account or the Account Assets at least ten (10) business days in advance. The Asset Manager shall at all times act in the best interests of the Client and the Investor, as applicable, and in accordance with (i) with respect to the portions of the Account and the Account Assets that do not constitute Collateral, the Client’s written investment policies and risk parameters communicated by the Client to the Asset Manager and (ii) with respect to the portions of the Account and the Account Assets that do constitute Collateral, the Investor’s directions.”

(c) Section 3 of the Existing Agreement is hereby amended by adding a new Section 3(d) immediately following Section 3(c) to read as follows:

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“(d) Investor Instructions. Notwithstanding the foregoing or anything herein to the contrary (including but not limited to the power of attorney granted to the Asset Manager hereunder), the Asset Manager and the Company hereby acknowledge and agree that neither the Asset Manager nor the Company shall take any action, including any action contemplated by this Section 3, with respect to any portion of the Account or any Account Assets that constitute Collateral without the prior written consent of the Investor (such consent not to be unreasonably withheld, conditioned or delayed); provided, that, unless an Event of Default (as defined in the Note) has occurred and is continuing and the Investor shall have delivered a Notice of Default, the Investor’s consent shall not be required by the Asset Manager to execute the Crypto Strategy in accordance with the Investment Guidelines as provided in Section 3(a). As used herein, (i) “Collateral” has the meaning ascribed to such term in that certain Security Agreement, dated as of March 20, 2026, by and between the Company and the Investor, including the portions of the Account and the Account assets identified as “Collateral” on Schedule A hereto, (ii) “Investor-Only Collateral” means the portions of the Account and the Account Assets identified as “Investor-Only Collateral” on Schedule A hereto, which Account shall be controlled solely by the Client and the Investor, and (iii) “Joint Collateral” means the portions of the Account and the Account Assets identified as “Joint Collateral” on Schedule A hereto. Following the occurrence and during the continuation of an Event of Default (as defined in the Note), the Investor shall be permitted to deliver written notice to the Asset Manager (with a contemporaneous copy to the Company) thereof, containing in reasonable detail a description of such Event of Default (such notice, a “Notice of Default”). After the Asset Manager receives a Notice of Default, the Investor shall be entitled to deliver (without the need of any consent from the Company), and the Asset Manager shall comply with, to the extent that the value (as determined in accordance with Section 10 hereof) of the Investor-Only Collateral is less than $75,000,000, instructions to the Asset Manager directing the transfer of a portion of the Joint Collateral to the portions of the Account constituting Investor-Only Collateral in an amount sufficient to increase the value (as determined in accordance with Section 10 hereof) of the Investor-Only Collateral to an amount up to $100,000,000. Notwithstanding anything to the contrary contained herein, if an Event of Default as set forth in Section 2.1(a) of the Note (a “Payment Event of Default”) shall have occurred, then following the Investor’s delivery to the Company of a Notice of Default in respect of such Payment Event of Default, the Investor shall be entitled, without any authorization from the Company (or, for the elimination of doubt, the Asset Manager), to dispose of, or otherwise direct the disposition of, the Investor-Only Collateral to the extent necessary to remedy the Payment Event of Default (and, to the extent necessary, the Company shall cooperate with the Investor in disposing or causing the disposition of such Investor-Only Collateral). If a Payment Event of Default shall have occurred, and the Investor delivers a Notice of Default to the Company in respect thereof, then the Company shall not challenge, nor shall the Company have the right to challenge or otherwise dispute, the existence of such Event of Default or otherwise inhibit, prevent or delay any disposition of Investor-Only Collateral in accordance with the immediately preceding sentence.”

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(d) Section 4(a) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Assets held by Custodian. All Account Assets shall be held in cryptocurrency wallets (in each case comprising a part of the Account) established and controlled by the Client (or, with respect to the portion of the Account and Account Assets that constitute Collateral, established by the Client and controlled by the Investor to the extent provided herein), to which the Asset Manager shall have Restricted Access. “RestrictedAccess” means access limited to view-only or multi-signature permissions that do not permit the Asset Manager to unilaterally transfer, withdraw, or otherwise dispose of assets. Under Restricted Access, the Asset Manager may not initiate, approve, or effect any transaction, disposition, or transfer of any Account Assets without the prior written approval of (i) with respect to the portions of the Account and Account Assets that do not constitute Collateral, the VP of Treasury or (ii) with respect to the portions of the Account and the Account Assets that constitute Collateral, the Investor (such approval not to be unreasonably withheld, conditioned or delayed, absent an Event of Default (as defined in the Note) that shall have occurred and is continuing). All such approvals must be transaction-specific, time-limited, and documented in writing or via a secure electronic authorization process designated by the Client or Investor, as applicable. Title to the Account and all Account Assets shall be held in the name of the Client; provided, that for convenience in buying, selling and exchanging assets, title to such assets may be held in the name of the Custodian, or its nominee, or the street name of the Client’s Custodian, subject always to the Client’s or the Investor’s, as applicable, beneficial ownership and control. The Asset Manager does not have any authority to, and shall not take any actions which would cause the Asset Manager to, take or have possession or “custody” (or be deemed to have “custody”) within the meaning of Rule 206(4)-2 promulgated under the Advisers Act, of any cash, securities, items of value or rights existing in a digital format that can be owned, traded, or managed using digital technology, including, but not limited to cryptographic tokens, non-fungible tokens (NFTs), and liquidity provider (LP) tokens), or any other assets of the Client. Neither the Asset Manager nor any of its affiliates shall take physical custody, possession, or have any authority to take physical custody or possession of, or handle any cash, mortgages or deeds of trust, or other indicia of ownership of any of the Account Assets. Notwithstanding any transactions authorized by this Agreement and executed by the Asset Manager pursuant to authority granted herein, all Account Assets shall be custodied by the Custodian. The Asset Manager shall under no circumstances act as custodian for the Account or take, have title, possession, or any authority to take physical custody or possession of the Account Assets. Instructions by the Asset Manager to the Custodian or the Investor, as applicable, with respect to the Account Assets shall be made electronically (e.g., through an API feed), in writing, or by other documented and commercially reasonable means agreeable to the parties. The (i) Custodian of any Account Assets that do not constitute Collateral may be replaced at any time upon written notice by the Client to the Asset Manager and (ii) Custodian of any Account Assets that constitute Collateral may be replaced at any time upon joint written notice by the Client and the Investor (or, following the occurrence and during the continuance of an Event of Default (as defined in the Note), upon written notice by only the Investor to the Asset Manager), and, in each case, the Asset Manager shall cooperate fully and promptly in effecting such transition, including providing all necessary data, documentation, and technical assistance.”

(e) Section 5(b) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(b) The Client and the Investor shall provide the Asset Manager with a list of authorized persons and their specimen signatures from whom the Asset Manager may (subject to the other provisions of Section 3) accept written day-to-day instructions, confirmations or authority under this Agreement (“ProperInstructions”), and the Asset Manager shall be fully protected in relying on such list until notified in writing by the Client or the Investor, as applicable, to the contrary. Each of the Client’s and the Investor’s list of authorized persons is set forth on Schedule C attached hereto. Proper Instructions may be sent via email, Adobe’s Portable Document Format (“PDF”) or other electronic transmission. The Asset Manager shall immediately confirm receipt and authenticity of any Proper Instruction before taking any action thereon.”

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(f) Section 5 of the Existing Agreement is hereby amended by adding a new Section 5(c) immediately following Section 5(b) to read as follows:

“(c) Notwithstanding anything to the contrary contained herein, the Asset Manager shall execute the investment decisions forwarded by the VP Treasury in respect of the Account Assets and the Account, whether or not such decisions are in accordance with the Investment Guidelines. The Asset Manager, shall effect such investment decisions as promptly as reasonably practicable following receipt of Proper Instructions in respect thereof, but not later than (x) if such Proper Instructions are delivered to the Asset Manager prior to 2:00 p.m. Israeli Time on a business day, then on such business day, and (y) if such Proper Instructions are delivered to the Asset Manager after 2:00 p.m. Israeli Time on a business day or at any time on a day that is not a business day, then prior to 2:00 p.m. Israeli Time on the next business day. Such Proper Instructions may include, but not be limited to, directing that the Asset Manager buy, sell, exchange, convert, swap, stake, redeem, and otherwise trade in Account Assets (other than securities).”

(g) Section 5 of the Existing Agreement is hereby amended by adding a new Section 5(d) immediately following new Section 5(c) to read as follows:

“(d) Notwithstanding the foregoing or anything herein to the contrary, following the occurrence and during the continuance of an Event of Default (as defined in the Note), all instructions hereunder with respect to the portions of the Account and the Account Assets that constitute Collateral shall be communicated to the Asset Manager by the Investor. The Asset Manager and the Client acknowledge and agree that, following the occurrence and during the continuance of an Event of Default (as defined in the Note), no transfer of, or other action with respect to, any portion of the Account or the Account Assets that constitute Collateral shall be made or taken without the prior written approval of the Investor.”

(h) Section 10 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“10. Client Records, Reports and Transparency.

(a) The Asset Manager shall maintain the books and records pertaining to the management and oversight of the Client Assets throughout the term of this Agreement and for a period of five (5) years after the end of the year in which this Agreement terminates. Such books and records shall be made available for inspection and copying at any time by the Client or the Investor reasonably requested and upon Client’s expense, upon no less than three (3) business days’ prior written notice.

(b) The Asset Manager shall provide to the Client and the Investor, or shall arrange for the Custodian to provide to the Client and the Investor, a real-time dashboard interface including, but not limited to, daily net asset value, weekly exposure and monthly risk and exposure. The Asset Manager shall add additional features and data points to such real-time dashboard interface on an ongoing basis consistent with best market practices provided by other asset managers from time-to-time, within a time frame to be mutually agreed between the Asset Manager and the Client and the Investor, as applicable. In addition, the Asset Manager shall deliver to the Client and the Investor a monthly reconciliation report, certified by an authorized officer of the Asset Manager, detailing all transactions, staking activities, and realized/unrealized gains or losses for accounting and tax reporting purposes.”

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(i) Section 13(b) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Beginning on the first (1st) anniversary of the Effective Date, but only with the prior written consent of the Investor, this Agreement may be terminated by either the Client or the Asset Manager for any reason upon at least thirty (30) days’ prior written notice to the other Parties. Additionally, this Agreement may be terminated at any time for Cause by the joint written instruction of the Investor and the Client, upon at least thirty (30) days’ prior written notice to the Asset Manager. Additionally, the Asset Manager may, upon at least sixty (60) days’ prior written notice to the Client and the Investor, resign from its position as Asset Manager; provided that, upon receipt of such notice, the Client and the Investor shall, at the Client’s expense, appoint a successor asset manager reasonably acceptable to the Client and the Investor within forty-five (45) days following receipt of a notice of resignation from Asset Manager. Upon the acceptance of its appointment as successor asset manager hereunder, the person acting as the successor asset manager shall succeed to all the rights, powers, duties and obligations of the resigning Asset Manager and the term “Asset Manager” shall mean such successor asset manager, and the retiring Asset Manager’s appointment, rights, power, duties and obligations as Asset Manager hereunder shall be terminated. Each such notice set forth in this Section 13(b) shall be referred to as a “Termination Notice”.

(j) Section 13 of the Existing Agreement is hereby amended by amending and restating Section 13(e) to read as follows:

“(e) Upon any termination or expiration of this Agreement, the Asset Manager shall promptly cooperate with the Client to remove the Asset Manager’s authority, signatory rights and any other rights with respect to the Account and the Account Assets, and if the Asset Manager shall fail to take such action to effect the foregoing on or prior to the third business day following the Client’s written request therefor, then the Asset Manager hereby acknowledges and agrees that the Client shall be authorized to act as the Asset Manager’s attorney-in-fact to take such action as is necessary or appropriate to remove the Asset Manager’s authority, signatory or other rights with respect to the Account and the Account Assets.”

(k) Section 14 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“14. Notice of Engagement. If the Client enters into any agreement with any investment manager, asset manager or other service provider (a “CompetingAsset Manager”) including any agreement with a Competing Asset Manager entered into on or prior to the date hereof, pursuant to which such Competing Asset Manager provides similar services for the Client as those provided by the Asset Manager, the Client shall notify the Asset Manager and the Investor and provide a summary of the terms of such Agreement (which terms may be redacted in order to satisfy any confidentiality obligations to the Competing Asset Manager). Notwithstanding the foregoing, in no event shall the Client enter into or seek to enter into any agreement with a Competing Asset Manager with respect to the portions of the Account and Account Assets constituting Collateral without the prior written consent of the Investor.”

(l) Each of Schedule A and Schedule C attached to the Existing Agreement is hereby amended and restated in its entirety to read as set forth in Annex A attached hereto.

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5. Representations, Warranties and Covenants of the Company and Asset Manager. Each of the Company and the Asset Manager hereby represents, warrants and covenants to the Investor as follows:

(a) both immediately before and immediately after giving effect to this Amendment, each of the representations and warranties of such Party set forth in the Existing Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent such representation or warranty expressly relates to an earlier date (in which case, such representations and warranties were true and correct in all material respects as of such earlier date (without duplication of any materiality qualifier contained therein));

(b) such Party has all requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under this Amendment and the Amended Agreement;

(c) this Amendment has been duly authorized, executed and delivered on behalf of such Party, and this Amendment constitutes valid and binding obligation of such Party, enforceable against it in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, or other laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and

(d) this Amendment does not, nor does the performance or observance by such Party of any of the matters and things herein or therein provided for, (i) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon such Party, (ii) contravene or constitute a default under any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of such Party, or (iii) conflict with, contravene or constitute a default under any indenture or agreement of or affecting such Party or any of its property.

6. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions (the date of satisfaction of such conditions, the “Amendment Effective Date”):

(a) The execution and delivery of this Amendment by the Company, the Asset Manager and the Investor; and

(b) Delivery to the Investor of each other Transaction Document (as defined in the Securities Purchase Agreement), in each case, duly executed by all parties thereto.

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7. Ratification of the Agreement; Termination of Amendments. From and after the date hereof, the Existing Agreement shall be deemed to be amended and modified as provided herein, but, except as so amended and modified, the Existing Agreement shall continue in full force and effect and the Existing Agreement and the applicable provisions of this Amendment shall be read, taken and construed as one and the same instrument. This Amendment constitutes a Transaction Document (as defined in the Securities Purchase Agreement). This Amendment, including the amendments to the Existing Agreement effected hereby, shall be effective only during the period commencing on the Amendment Effective Date and continuing until the date on which the Company shall have repaid in full or otherwise satisfied the Outstanding Principal Amount, plus any accrued and unpaid Default Interest thereon (as each such term is defined in the Note), under the Note (such period, the “Effectiveness Period”). Immediately following the Effectiveness Period, without action by any Party, the Amended Agreement shall revert in all respects to read in its entirety as set forth in the Existing Agreement, including, for the elimination of doubt, the Investor no longer being a Party thereto. Notwithstanding the foregoing, the amendments effected by Section 4(f) and Section 4(j) shall continue in full force and effect following the Effectiveness Period.

8. Governing Law; Submission to Jurisdiction; Venue. Sections 16(h) and 16(j) of the Existing Agreement are incorporated herein by reference mutatis mutandis.

9. Counterparts. This Amendment may be executed in any number of counterparts, and by the different parties hereto and thereto on the same or separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original; all the counterparts for this Amendment shall together constitute one and the same agreement. Electronic signatures (including by DocuSign) and electronically scanned and transmitted signatures (including by email attachment) shall be deemed originals for all purposes of this Amendment.

[Remainder of Page Intentionally Left Blank]

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This Amendment is entered into and effective between us for the uses and purposes hereinabove set forth as of the Amendment Effective Date.

COMPANY:
ENLIVEX LTD., as the Company
By:	/s/ Shachar Schlosberger
Name:	Shachar Shlosberger
Title:	Chief Financial Officer

[Signature Page to Joinder and First Amendmentto Asset Management Agreement]

ASSET MANAGER:
ELINNOVATION LABS LTD., as the Asset Manager
By:	/s/ David Dadon
Name:	David Dadon
Title:	Chief Executive Officer

[Signature Page to Joinder and First Amendmentto Asset Management Agreement]

INVESTOR:
LIND GLOBAL ASSET MANAGEMENT XIV LLC, <br><br>as the Investor
By:	/s/ Jeff Easton
Name:	Jeff Easton
Title:	Authorized Person

[Signature Page to Joinder and First Amendmentto Asset Management Agreement]

Annex A

Amended Schedules to Agreement

Schedule A

List of Wallets

Schedule C

Authorized Person

Exhibit 99.1

Enlivex Announces $21 Million Debt Financing,Decentralized Prediction Markets RAIN Token-Related Updates and $20 Million Share Repurchase Program

●	$21 Million debt financing, convertible to ENLV ordinaryshares at fixed $2.69175 per share, a 264% premium to the Nasdaq closing price on March 20, 2026, with a single institutional investor
●	The Company exercised an option to acquire additional 3,030,303,030<br>RAIN tokens at $0.0033 per token, a 62% discount to its closing price on March 22, 2026, for a total aggregate purchase amount of $10<br>million
---	---
●	The Company and the Rain Foundation, which independently<br>oversees the Rain decentralized prediction markets protocol, extended the duration of the option to acquire up to an additional 272,121,212,121<br>of RAIN tokens at a purchase price of $0.0033 per RAIN token from November 30, 2026 to December 31, 2027
---	---
●	The Company’s Board of Directors approved the adoption<br>of a share repurchase program to acquire up to $20 million of the Company's outstanding ordinary shares, subject to meeting applicable<br>regulatory requirements
---	---

Nes-Ziona, Israel, March 24, 2026 (GLOBE NEWSWIRE) -- Enlivex Ltd. (Nasdaq: ENLV, “Enlivex” or “the Company”), a quality longevity company, today announced the consummation of a $21 million debt financing agreement with The Lind Partners, a New York based institutional fund manager (“Lind”), which provided the Company with net proceeds of approximately $18.7 million before deducting offering expenses. The transaction closed on March 23, 2026. The note is convertible into Enlivex’s ordinary shares at a fixed conversion price of $2.69175 per share, a 264% premium to the Nasdaq closing price on March 20, 2025.

In addition, the Company also announced that the Rain Foundation, which independently oversees the decentralized prediction markets Rain protocol, extended the duration of the Company’s option to acquire up to an additional 272,121,212,121 of RAIN tokens at a purchase price of $0.0033 per RAIN token from November 30, 2026 to December 31, 2027. The Company also announced that it has exercised such option in part to acquire additional 3,030,303,030 RAIN tokens at $0.0033 per token, a 62% discount to its closing price on March 22, 2026, for a total aggregate purchase amount of $10 million, and that the Company’s Board of Directors approved the adoption of a share repurchase program to acquire up to $20 million of the Company's outstanding ordinary shares, subject to satisfaction of applicable regulatory requirements.

Shai Novik, Executive Chairman of Enlivex, stated, “We are continuing to execute our prediction markets treasury strategy, and we are pleased that Lind provided us with substantial capital, allowing us to continue the execution of our operating plan, as well as to acquire approximately three billion additional RAIN tokens, at a purchase price of $0.0033 per token, under our option to acquire tokens from the Rain Foundation, an attractive purchase price taking into account that the RAIN token has been trading at a range of approximately $0.008-$0.01 per token during the last 30 trading days. In addition, we are pleased with the extension of the expiration date of our option to acquire up to an additional 272,121,212,121 RAIN tokens at $0.0033 per token from November 30, 2026 to December 31, 2027. This extension may potentially offer Enlivex an opportunity to create additional shareholder value from its treasury operations.”

Oren Hershkovitz, CEO of Enlivex, commented, “We believe that the price of Enlivex’s ordinary shares represents a substantial discount to the market value of our treasury and treasury-related assets, and that a $20 million stock repurchase program represents an appropriate allocation of the Company’s capital and may potentially create additional shareholder value.”

Under the repurchase program, share repurchases may be made at the Company’s discretion from time to time in open market transactions, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and number of shares repurchased under the program will depend on a variety of factors, including, without limitation, share price, trading volume, and general business and market conditions. The repurchase program does not obligate the Company to purchase any shares, has no expiration date and may be modified, suspended or terminated at any time.

H.C. Wainwright & Co. acted as the placement agent for the debt financing.

About Enlivex (Nasdaq: ENLV)

Enlivex is a quality longevity Company powered by a prediction markets treasury. The Company is advancing Allocetra™, an advanced clinical-stage immunotherapy targeting inflammatory conditions associated with aging with a primary focus on age-related osteoarthritis.

In addition to its clinical programs, Enlivex operates a prediction markets treasury strategy built around the RAIN protocol, the leading decentralized prediction markets infrastructure on Arbitrum. This dual-engine structure combines the development of quality longevity therapeutics with exposure to the emerging prediction markets ecosystem.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “would,” “could,” “intends,” “estimates,” “suggests,” “target,” “has the potential to,” “goal,” and other words of similar meaning, including statements relating to the anticipated benefits of the Company’s digital asset treasury strategy; the assets to be held by the Company; the expected future market, price, trading activity, and liquidity of the RAIN token; the impact of expanded exchange listings and increased token liquidity on market participation and accessibility; the potential effects of digital asset liquidity on the liquidity of the Company’s ordinary shares; macroeconomic, political, and regulatory conditions surrounding digital assets; the Company’s plans for value creation and strategic positioning; market size and growth opportunities; regulatory conditions; competitive position; technological and market trends; future financial condition and performance; expected clinical trial results; market opportunities for the results of current clinical studies and preclinical experiments; and the effectiveness of, and market opportunities for, ALLOCETRA™ programs.

Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the risk of failure to realize the anticipated benefits of the Company’s digital asset treasury strategy; changes in business, market, financial, political, and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price, trading volume, and liquidity of RAIN and other cryptocurrencies; risks associated with digital asset exchange listings, trading venues, and market infrastructure; the risk that the price and liquidity of the Company’s ordinary shares may be correlated with the price or liquidity of the digital assets it holds; risks related to increased competition in the industries in which the Company operates; risks relating to significant legal, commercial, regulatory, and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; and those risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements, except as required by applicable law.

ENLIVEX CONTACT

Shachar Shlosberger, CFO

Enlivex Ltd.

shachar@enlivex.com

Exhibit 99.2

The Quality Longevity Company Powered by a Prediction Markets Treasury

Forward - looking statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward - looking statements may be identified by words such as “expects,” “plans,” “proje cts,” “will,” “may,” “anticipates,” “believes,” “should,” “would,” “could,” “intends,” “estimates,” “suggests,” “target,” “has the potential to,” “goal,” and oth er words of similar meaning, including statements relating to the anticipated benefits of the digital asset treasury strategy of Enlivex Ltd. (the “Company”); the assets to be held by the Company; the expected future market, price, trading activity, and liquidity of the RAIN token; the impact of expanded exchange listings and increased toke n l iquidity on market participation and accessibility; the potential effects of digital asset liquidity on the liquidity of the Company’s ordinary shares; macroecono mic , political, and regulatory conditions surrounding digital assets; the Company’s plans for value creation and strategic positioning; market size and growth opportun iti es; regulatory conditions; competitive position; technological and market trends; future financial condition and performance; expected clinical trial results; marke t o pportunities for the results of current clinical studies and preclinical experiments; and the effectiveness of, and market opportunities for, Allocetra programs. Each forward - looking statement contained in this presentation is subject to risks and uncertainties that could cause actual resu lts to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the risk of failure to real ize the anticipated benefits of the Company’s digital asset treasury strategy; changes in business, market, financial, political, and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price, trading volume, and liquidity of RAIN and other cryptocurrencies; risks associated w ith digital asset exchange listings, trading venues, and market infrastructure; the risk that the price and liquidity of the Company’s ordinary shares may be correlated with the pri ce or liquidity of the digital assets it holds; risks related to increased competition in the industries in which the Company operates; risks relating to significant legal, com mercial, regulatory, and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; and t hos e risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 20 - F an d filings on Form 6 - K. The forward - looking statements in this presentation speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements, except as required by applicable law. This presentation has been prepared by the Company and is made for informational purposes only to familiarize yourself with t he Company . This presentation does not purport to be all inclusive or to contain all of the information the recipient may require in connection with an investigatio n o f the Company . Nothing contained in this presentation is, or should be construed as, a recommendation, promise or representation by the Company or any officer, direct or, employee, agent, an affiliate, representative or advisor of the Company. The Recipient should not construe the contents of this presentation as legal, tax, acc ounting or investment advice or a recommendation. This presentation is neither an offer to sell or purchase, nor a solicitation of an offer to sell, buy or sub scr ibe for any securities in any jurisdiction. 02

Enlivex : The World's First Healthspan - Wealthspan Company 03 ● Advanced Clinical - stage Allocetra immunotherapy currently targeting age - related osteoarthritis diseases ● Addresses quality - of - life decline in aging populations: mobility, independence Primary Engine Thesis: Healthspan extension becomes a multi - trillion - dollar category as the world ages Quality Longevity Through Potential Medical Breakthroughs ● Largest institutional holder of RAIN, the governance token for the leading decentralized prediction market ● Public equity vehicle for deflationary, revenue - backed tokenomics with buybacks - and - burns Secondary Engine Thesis: Prediction markets eclipse forecasting, capturing trillions in volume, and replace speculation. Prediction Markets Treasury

Executive Summary 04 The Capital Structure Innovation: Enlivex is pioneering a hybrid institutional model, utilizing a digital asset treasury designed to fuel breakthrough quality longevity therapeutics. The Quality Longevity Therapeutics: Allocetra targets primarily age - related knee - osteoarthritis, designed to rellief pain , increase mobility and independence, leading to higher quality of longevity years. The Economic Accelerator: Through a $212M private placement, Enlivex’s strategy evolved with a prediction market treasury in November 2025 using the RAIN token to potentially capture exponential sector growth. Deflationary Tokenomics: Direct upside participation in prediction markets via a protocol that systematically buys back and burns supply based on trading volume, which is beneficial to large token holders . Asymmetric Convexity: Exclusive option to acquire up to $898 million in RAIN tokens at $0.0033, expiration date Dec 31, 2027, providing ENLV shareholders with - 400% “option” coverage with an anti - dilutive effect. The Dual Engine Architecture

How Capital Velocity Potentially Accelerates Longevity Breakthroughs 05 The Traditional Model: Clinical development funding through frequent equity raises that progressively dilute shareholders. The Enlivex Architecture: Wealthspan Velocity: Prediction markets treasury generates non - dilutive capital through RAIN's deflationary mechanics and active yield. Healthspan Durability: Capital funds Allocetra development, advancing therapies that extend quality of life globally. The Cycle Compounds: Treasury growth funds clinical advancement. Potential clinical breakthroughs expand market opportunity and shareholder value.

Prediction Markets: How Distributed Intelligence Prices the Future 07 A prediction market is a trading platform where contract value is determined entirely by the outcome of future events. Participants buy and sell outcome - specific positions, putting real capital behind their convictions. The result: a real - time probability engine. One that aggregates information from tens of thousands of independent actors simultaneously, potentially outperforming polls, single analysts, and centralized forecasting models. Academic research has consistently found that prediction markets produce more accurate probability estimates than expert consensus, because they incorporate information asymmetries and enforce accountability through financial risk. These markets are now processing political outcomes, macroeconomic events, sports, and everything in between.

The Institutional Transition Is Already Underway 08 $2BN investment ($8BN Valuation) by Intercontinental Exchange (ICE), the parent company of New York Stock Exchange (NYSE) in Polymarket Kalshi's $1BN financing ($22BN Valuation) with Coatue Management , following previous financing round led by Paradigm, Andreessen Horowitz and Sequoia Source : ICE Announces Strategic Investment in Polymarket , Oct 7 2025, Bloomberg Mar 19, 2026

RAIN is the leading prediction market and options protocol on Arbitrum . 08 Core Architecture: ● Permissionless Market Creation: Anyone, anywhere, any language. No approval. ● Hybrid AI - Human Oracle: OlympusAI resolves outcomes with human validation. ● Full Builder Infrastructure: Complete API/SDK enables developers to build E2E prediction market platforms on RAIN. ● Platform Multiplication Effect: All platforms built on RAIN bring their own users and volume, enabling exponential ecosystem growth and feeding the buyback - and - burn mechanism ● Token Governance: RAIN holders govern protocol parameters and upgrades.

Global Enabler for Prediction Markets 10 Metric Language Market Creation Builder’s Capabilities Market Type Restrictions English Disabled Trading date, Trading Automation Public Restricted Countries English Disabled Trading date, Trading Automation Public U.S Only Any Language Anyone can Create End to end platform capabilities Public & Private Global

The 5% Protocol Fee and the Mechanistic Deflationary Engine 2.5% — Participation Rewards 11 Distributed to market participants to ensure deep, self - sustaining liquidity: ● 1.2% to Market Creators ● 1.2% to Liquidity Providers ● 0.1% to Resolvers 2.5% — Buyback & Burn The protocol automatically acquires RAIN from the open market and permanently removes it from circulation and reducing supply

RAIN Buyback & Burn Forecast 12 $2.5B in Cumulative Supply Reduction by 2030 Prediction Markets Forecast: ● $1 trillion trading volume by 2030 1 ● RAIN market shares estimated to be 5% 2 Period 2026 – 2029 (Aggregate) 2030 (Annual) Through 2030 (Total) Buyback & Burn Volume $1.25 Billion $1.25 Billion $2.25 Billion 1 Industry analysis by Eilers and Krejcik Gaming (EKG), December 2025 2 Rain Foundation forecast

Rain Ecosystem Expansion Expected Roadmap Provided By The Rain Foundation 13 Ecosystem Expansion Developer Infrastructure Network Growth Builders program Platform partnerships SDK / API release Shared liquidity protocol Mainnet production Ecosystem integrations Milestone Timeline Q1 2026 Q1 2026 Q2 2026 Q2 2026 Q2 2026 Q3 2026 Description

Expanding market accessibility and liquidity depth for RAIN 14 Current Listings: ● Reduced slippage for institutional - scale trades ● Enhanced price discovery through deeper order books ● 24/7 global trading depth enabling algorithmic strategies Structural Impact: Target: 1 top - 5 exchange listing in H1 2026

Scaling Rain Protocol’s global presence 15 Objective: ● 100+ KOL Activations across crypto - native, finance, and technology channels ● Ambassador Program deployment ● International Hackathon Series to accelerate developer platform construction on RAIN infrastructure ● Major Conference Presence Campaign Architecture: Timeline: Q2 2026 The Rain Foundation is executing a global campaign to drive protocol adoption, platform volume, and institutional awareness.

Leveraging the economic accelerator 16 Enlivex is currently the largest corporate holder of RAIN. Enlivex instructed its RAIN asset manager, at its discretion, to utilize yield - enhancement activities, which potentially could result in outperformance of the spot token. ● Full Protocol Staking: Capturing baseline governance and validation rewards. ● Restaking Upon Availability: Compounding yield through emerging restaking protocols. ● Selective DeFi Deployment: Tactical allocation to high - quality liquidity pools. Potential active yield - enhancement activities performed by t he asset manager:

Portfolio Update 16 As part of its 2025 year - end assessment, the Company currently estimates that the value of the RAIN portfolio (short and long - term digital assets) as of December 31, 2025, was approximately $607 million, representing an estimated gain from appreciation in portfolio valuation (income on digital assets) of approximately $363 million in 2025. In addition, the Company holds an option to purchase additional RAIN tokens from the RAIN Foundation. The Company currently estimates that this option had a value of approximately $1.7 billion as of December 31, 2025, representing a change in fair value of of the option of $1.26 billion in 2025. These figures are only preliminary estimates, and are calculated on a pre - tax basis. The Company’s tax rate is 23%. Our final results could differ from these estimates upon completion of our financial closing procedures due to final adjustments and developments that may arise between now and the time our financial statements for the year ended December 31, 2025 are issued. For example, during the course of the preparation of our financial statements and related notes, additional items that would require adjustments to the foregoing preliminary estimated financial information may be identified. These estimates should not be viewed as a substitute for full audited financial statements prepared in accordance with GAAP, which will be filed with Enlivex's Annual Report on Form 20 - F for the year ended December 31, 2025. The updated unaudited mark - to - market treasury metrics are publicly available on the Company’s website: https://enlivex.com/dashboard/

Quality Longevity Therapeutics 17

Osteoarthritis: A growing market with substantial upside 18 Disease Overview Market Standard of Care Disease Manifestation: Cartilage damage, abnormal bone remodeling and inflammation of the synovium. Lifestyle Changes Physiotherapy Pain Medication Surgery 1 - Arthritis Foundation ( https://www.arthritis.org/ ) 2 - Verified Market Research reports

KNEE OSTEOARTHRITIS: Increased risk of mortality and reduced quality of longevity 19 The most comprehensive and recent meta - analysis (2024), covering over one million participants, found that knee OA patients had a 21% higher risk of all - cause mortality compared to those without knee OA 1 . Knee OA increases mortality through mediating pathways: ● Reduced physical activity and walking disability: Reduced mobility leads to cardiovascular deconditioning, weight gain, and metabolic deterioration. ● NSAID use: Chronic NSAID use for OA pain carries its own cardiovascular and gastrointestinal risks. ● Comorbidities: Diabetes, obesity, and cardiovascular disease - common in OA patients are major independent predictors of death. ● Social isolation was independently associated with increased mortality risk among individuals with arthritis 2 . 1 Risk of all - cause mortality in patients with knee osteoarthritis: A systematic review and meta - analysis of cohort studies, Osteoarthr Cartil Open. 2024 Nov 8 2 Association Between Osteoarthritis and Social Isolation: Data from the EPOSA Study, J Am Geriatr Soc. 2019 Sep 17

Allocetra TM : An off - the - shelf cell therapy designed to restore macrophage homeostasis 20 PtdSer Apoptotic Cell Allocetra TM Allogeneic mononuclear cells collected from healthy donors induced to a stable apoptotic state. ● Harnesses the same biological activity seen in naturally occurring apoptotic cells; ● Presents a highly - differentiated, off - the - shelf, cellular therapy modality. Process: Collect cells from healthy donors Mechanism: Proprietary apoptotic cell modification process Cells express 'eat me' signal Eat Me Cells are frozen Off the shelf, cost effective cell therapy 1. Patient with systemic or joint inflammation 2. Allocetra TM Cells are injected into the patient 3. Allocetra TM Cells are engulfed by macrophages 4. Macrophage homeostasis in restored

ENX - CL - 05 - 001: PHASE I/lla 2 - stage trial design - randomized, double - blind, placebo - controlled, multi - country study 21 Patient Criteria ● Patients with symptomatic moderate to severe knee OA who have failed to respond to conventional OA therapy; ● Age 45 - 80 years; ● Kellgren - Lawrence (K - L) Grade 2 or 3. ClinicalTrials.gov Registration: NCT06233474 NRS = numerical rating scale. WOMAC = Standard knee questionnaire evaluating pain, stiffness & physical function Phase I: Dose escalation & safety 15 patients Independent safety committee→ no negative safety signal, highest dose selected for Phase lla Endpoints 134 patients 3 injections (in total) of Allocetra TM or Placebo, each injection 2 weeks from the previous injection Safety and tolerability. Primary Change in pain and function assessments (NRS, WOMAC) Secondary Efficacy: 3 - month, 6 - month Safety: 12 - month follow - up Timepoints Efficacy objectives ● Reduction in pain, increase in function and reduction in stiffness ● Numerical grading based on the patients' assessment using a questionnaire ● The validated questionnaire is named WOMAC ● Aligned with FDA's accepted Phase III endpoints and timepoints Phase IIa : Randomized, double - blind, placebo - controlled

ENX - CL - 05 - 001 results: Clinically meaningful, statistically significant positive effect, highly correlated with primary OA age threshold 22 The positive effect of Allocetra TM on pain & function is substantial, with at least 6 - month durability. Change from baseline - 3 months Change from baseline - 6 months Age Cutoff ≥60 ≥61 ≥62 ≥63 ≥64 ≥65 Allocetra Mean (SD) - 26.8 ( ± 20.0) - 28.2 ( ± 20.7) - 28.2 ( ± 20.7) - 25.8 ( ± 18.6) - 26.3 ( ± 16.5) Results are normalized to 0 - 100 scale Placebo Mean (SD) - 13.4 ( ± 20.6) - 12.3 ( ± 19.6) - 9.1 ( ± 19.4) - 7.4 ( ± 19.6) - 7.4 ( ± 20.0) - 5.7 ( ± 19.2) Difference - 13.3 - 16.0 - 19.1 - 18.4 - 18.9 - 21.6 % Better than placebo 99% 130% 210% 250% 255% 379% p - value 0.0083 0.0024 0.0005 0.0010 0.0008 0.0003 Allocetra Mean (SD) - 26.8 ( ± 20.0) - 28.2 ( ± 20.7) - 28.2 ( ± 20.7) - 25.8 ( ± 18.6) - 26.3 ( ± 16.5) - 27.3 ( ± 16.2) Placebo Mean (SD) - 13.4 ( ± 20.6) - 12.3 ( ± 19.6) - 9.1 ( ± 19.4) - 7.4 ( ± 19.6) - 7.4 ( ± 20.0) - 5.7 ( ± 19.2) Difference - 13.3 - 16.0 - 19.1 - 18.4 - 18.9 - 21.6 % Better than placebo 99% 130% 210% 250% 255% 379% p - value 0.0083 0.0024 0.0005 0.0010 0.0008 0.0003 Trending with age

The Quality Longevity Opportunity 23 Management team with a track record of creating shareholder value and getting drug products through marketing approvals globally in multi - billion dollar market segments. Cost - effective, novel therapeutic modality with strong IP protection. Targeted at high and low grade inflammation in multi - billion dollar segments with poor treatment alternatives. Platform for multiple indications. Allocetra TM can be infused systemically or locally to treat various diseases. Simple, scalable, and cost - effective manufacturing process resulting in an off - the - shelf cell therapy. Favorable safety profile demonstrated across 200+ patients. Clinical data supportive of proposed MOA. Expected to commence a global Phase 2b trial in knee OA with first patient dosed mid 2026 and topline data expected at Q2 and Q3 2027 supporting a pivotal Phase 3 study and potential partnership. Clinically meaningful and statistically significant results in age - related knee osteoarthritis supporting late - stage development.

Enlivex Quality Longevity Team 24 Dr. Oren Hershkovitz, CEO of Enlivex since 2019, is a biotech leader with 15+ years’ experience advancing Phase I – III programs and leading global development partnerships. Oren Hershkovitz, Ph.D. Chief Executive Officer Prof. Dror Mevorach, co - founder of Enlivex, is a leading immunology expert, former Hadassah Chairman of Medicine, and author of 140+ papers on apoptotic cell research. Prof. Dror Mevorach, M.D. Co - Founder & Scientific Adviser Einat Galamidi joined Enlivex in 2022 to lead clinical programs, bringing 20+ years’ drug development experience and pivotal Phase 3 leadership that secured FDA approval for Omisirge®. Einat Galamidi, M.D. VP Medical Dr. Veronique Amor - Baroukh, Senior Director of Operations at Enlivex since 2015, leads CMC, quality and clinical supply, advancing Allocetra’s GMP and formulation development. Veronique Amor - Baroukh, Ph.D. Senior Director of Operations Shai Novik is Co - Founder and Executive Chairman of Enlivex (Nasdaq: ENLV), leading immunotherapy innovation. He founded PROLOR, sold it for $560M, and secured major Pfizer deals. Shai Novik Executive Chairman Shachar Shlosberger, CPA, has served as Enlivex CFO since 2016, bringing 12+ years’ biotech finance experience, including leadership roles at PROLOR Biotech. Shachar Shlosberger CFO Mrs. Tavor holds an MSc. in Quality Engineering Biotechnology Systems and has over 20 years of experience in regulatory and quality affairs in the pharmaceutical and biotech industry. Iris Tavor Senior Director of Quality & Regulatory Affairs Dr. Ankri leads Pre - Clinical and Clinical Pharmacology at Enlivex. She has extensive immunotherapy research experience and holds a Ph.D. in Cancer Immunotherapy from Bar - Ilan University, Israel. Chen Ankri, Ph.D. Director of Pre - Clinical & Clinical Pharmacology Mrs. Arad joined Enlivex in 2021 as Director of Human Resources and has over 15 years of HR experience in the biotech industry, including 10 years at FutuRx. She holds a B.Ed. and HR certifications from Bar - Ilan University. Sigal Arad Director of Human Resources

Enlivex treasury team 25 Matteo focuses on engaging sovereign wealth funds and governments to develop national crypto treasury strategies, including the adoption of the Enlivex RAIN strategy. He brings decades of political leadership, international relations expertise, and high - level diplomatic access. Matteo Renzi Board Member, Enlivex Former Prime Minister of Italy Former CEO of the Israeli ministry of transport, has held senior roles as BD consultant, at Yandex/Nebius, JVP. His expertise spans strategic investment, technology growth, and high - level public sector management. Ofer Malka Strategy advisor, Enlivex Former Global Investigator in Binance’s Sanctions Department. advises on compliance, sanctions, and regulatory strategy. Amit Levin Advisor Entrepreneur, Supervisory Board Member & Investor. Former Federal Minister of the Republic of Austria. Elli Köstinger Advisor CEO of GEMS and formerly with eToro, brings extensive expertise in investment strategy, capital markets, and the blockchain industry. Isaac Joshua Senior Investment Advisor, Enlivex

Where prediction markets fund longevity breakthroughs. shachar@enlivex.com www.enlivex.com