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undersigned, GlucoTrack, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation,
all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of GlucoTrack,
Inc., the "Company"), hereby confirms its agreement (this "Agreement") with Aegis Capital Corp.
(hereinafter referred to as "you" (including its correlatives) or the ("Underwriter") as follows:
Purchase and Sale of Securities.
Nature and Purchase of Firm Shares.
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the Underwriter and the Underwriter agrees to purchase from the Company the aggregate number of securities
(the "Firm Securities") set forth on Schedule 1 attached hereto and made a part hereof, consisting of shares (the
"Firm Shares") of the Company's common stock, par value $0.001 per share ("Common Stock")
and pre-funded warrants (the "Pre-funded Warrants") in such quantities set forth on Schedule 2-A hereto. Each Pre-funded
Warrant shall entitle the holder to purchase one share of Common Stock at an exercise price of $0.001 per share until such time as the
Pre-funded Warrants are exercised in full, subject to adjustment as provided in the Pre-funded Warrant.
The Firm Shares and Pre-funded Warrants are to be offered to the public at the offering price as set forth on the cover page of the Prospectus
(the "Public Purchase Price"). The purchase price for one Firm Share shall be $1.2886 (or 94.75% of the Public Purchase
Price for one Firm Share) and the purchase for one Pre-funded Warrant shall be $1.2876 (or 94.75% of the Public Purchase Price for one
Firm Share less 0.001).
Firm Shares Payment and Delivery.
Delivery and payment for the Firm Securities shall be made at 10:00 a.m., Eastern time, on the second (2nd) (or if the Firm
Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m., Eastern time, the third (3rd)) Business
Day following the date of this Agreement or at such earlier time as shall be agreed upon by the Underwriter and the Company, at the offices
of Kaufman & Canoles, P.C., Two James Center, 14th Floor, 1021 E. Cary St., Richmond, VA 23219 ("Underwriter's Counsel"),
or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter and the
Company. The hour and date of delivery and payment for the Firm Securities is called the "Closing Date."
Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order
of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriter) representing the Firm Securities
or delivery through the facilities of the Depository Trust Company ("DTC")) through its Deposit and Withdrawal at
Custodian system ("DWAC") for the account of the Underwriter as provided to the Company in writing. The Firm Securities
shall be registered in such name or names and in such authorized denominations as the Underwriter may request in writing at least two
(2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon
tender of payment by the Underwriter for all of the Firm Shares. The term "Business Day" means any day other than
a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York,
Over-allotment Option.
Option Shares. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Securities,
the Company hereby grants to the Underwriter an option (the "Over-allotment Option") to purchase a number of additional
shares of the Common Stock and/or Pre-funded Warrants (the "Option Shares," and along with the Firm Shares, the "Shares")
as listed in Schedule 2-A. The purchase price to be paid per Option Share shall be equal to the price per Option Share set forth in Schedule
2-A. The Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement,
the Pricing Disclosure Package and the Prospectus referred to below. The Shares, the Pre-funded Warrants and the shares of Common Stock
underlying the Pre-funded Warrants are hereinafter referred to together as the "Public Securities." The offering and
sale of the Shares is herein referred to as the "Offering."
Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Underwriter as
to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Closing Date. The Underwriter
shall not be under any obligation to purchase any the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number
of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the "Option Closing
Date"), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall
be agreed upon by the Company and the Underwriter, at the offices of Underwriter's Counsel or at such other place (including remotely
by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriter. If such delivery and payment
for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of
the Over-allotment Option with respect to all or any portion of the Option Shares subject to the terms and conditions set forth herein,
(i) the Company shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice.
Payment and Delivery. Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same
day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriter)
representing the Option Shares or through DWAC for the account of the Underwriter. The Option Shares shall be registered in such name
or names and in such authorized denominations as the Underwriter may request in writing at least one (1) full Business Day prior to the
Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Underwriter
for applicable Option Shares. The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event
that such time and date are simultaneous with the Closing Date, the term "Closing Date " shall refer to the time and
date of delivery of the Firm Securities and Option Shares.
Representations and Warranties of the Company. The Company represents and warrants to the Underwriter as of the Applicable Time
(as defined below), as of the Closing Date and as of the Option Closing Date, if any, as follows:
Filing of Registration Statement. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission")
a registration statement on Form S-3 (File No. 333-259664), including any related prospectus or prospectuses, for the registration of
certain securities of the Company, including the Securities, for sale from time to time under the Securities Act of 1933, as amended
(the "Securities Act"), which registration statement, including any amendment or amendments thereto, was prepared
by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the
Commission under the Securities Act (the "Securities Act Regulations") and contains and will contain all material
statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as
the context may otherwise require, such registration statement on file with the Commission at any given time, including any amendments
thereto, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information
otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the "Rule
430B Information") or otherwise pursuant to the Securities Act Regulations is referred to herein as the "Registration
Statement." The Registration Statement at the time it originally became effective is referred to herein as the "Initial
Registration Statement." The Registration Statement was declared effective by the Commission on September 27, 2021.
prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called
the "Base Prospectus." Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus
as so supplemented) that described the Securities and the Offering and omitted the Rule 430B Information and that was used prior to the
filing of the final prospectus supplement referred to in the following paragraph is herein called a "Preliminary Prospectus."
after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement
to the Base Prospectus relating to the Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of
the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed
with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the "Prospectus." Any reference
herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.
Time" means 7:45 a.m., Eastern time, on the date of this Agreement.
Package" means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Base Prospectus
as filed with the Commission on March 31, 2022, the Preliminary Prospectus Supplement dated January 24, 2023 and the information included
on Schedule 2-A hereto, all considered together.
Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433 of the Securities Act
Regulations ("Rule 433"), including without limitation any "free writing prospectus" (as defined in Rule
405 of the Securities Act Regulations) relating to the Securities that is (i) required to be filed with the Commission by the Company,
(ii) a "road show that is a written communication" within the meaning of Rule 433(d)(8)(i), whether or not required to be
filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description
of the Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with
the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g).
General Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is intended for general distribution to
prospective investors (other than a "bona fide electronic road show," as defined in Rule 433 (the "Bona Fide