Exhibit 10.2


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2018, by and among THERAPIX BIOSCIENCES
LTD., a company formed and existing under the laws of the State of Israel (the “Company”), and YA II
PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).


 


WHEREAS:


 


A. In connection with
the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities Purchase Agreement”),
the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to
the Investor up to $2,500,000 of convertible debentures (the “Convertible Debentures”), which shall be convertible
into the Company’s American Depositary Shares (the “ADSs”) (as converted, the “Conversion Shares”),
each representing forty (40) Ordinary Shares, par value NIS 0.10 per share (the “Ordinary Shares”), evidenced
by American Depositary Receipts. Capitalized terms not defined herein shall have the meaning ascribed to them in the Securities
Purchase Agreement.


 


B. To induce the Investors
to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws and other rights as provided for herein.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:


 


1. DEFINITIONS.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


(a) “Effectiveness
Deadline” means, with respect to a Registration Statement filed hereunder, the 90th calendar day following the filing
thereof, provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission (“SEC”)
that one of the Registration Statements, as defined below, will not be reviewed or is no longer subject to further review and comments,
the Effectiveness Date as to such Registration Statement shall be the fifth calendar day following the date on which the Company
is so notified if such date precedes the date required above.


 


(b) “Filing
Deadline” means, with respect to a Registration Statement required hereunder, the earlier of (i) 30 days following an
FSD Termination Event, and (ii) March 1, 2019.


 


(c) “FSD”
means FSD Pharma Inc.


 



     


     


    

 


(d) “FSD Acquisition”
means the proposed acquisition of the Company by FSD announced on October 24, 2018.


 


(e) “FSD Termination
Event” means occurrence of either (i) the termination of the FSD Acquisition, or (ii) the expiration of the outside date
(including any extensions thereto) set forth in the definitive merger agreement for the FSD Acquisition.


 


(f) “Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.


 


(g) “Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B
promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference in such Prospectus.


 


(h) “Registrable
Securities” means all of (i) the Conversion Shares issuable upon conversion of the Convertible Debentures, (ii) any additional
ADSs issuable in connection with any anti-dilution provisions of the Convertible Debentures (without giving effect to any limitations
on exercise set forth in the Convertible Debentures), (iii) any ADSs issued or issuable with respect to the Conversion Shares as
a result of any stock split, dividend or other distribution, recapitalization or similar event or otherwise (in each case without
giving effect to any limitations on exercise set forth in the Convertible Debentures), and (iv) any ADSs issued in satisfaction
of the payment of the Commitment Fee (as defined in the Securities Purchase Agreement) (the “Commitment Fee Shares”).


 


(i) “Registration
Statement” means a registration statement required to be filed hereunder, including (in each case) the Prospectus, amendments
and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


(j) “Required
Registration Amount” means (i) if an FSD Termination Event has not yet occurred, at least such number of ADSs as shall
equal up to the maximum number of ADSs issuable upon conversion of all Convertible Debentures then outstanding (assuming for purposes
hereof that (A) such Convertible Debentures are convertible at the Conversion Price (as defined therein) in effect as of the Trading
Day immediately prior to the filing of the Registration Statement (the “Determination Date”) and (B) any such
conversion shall not take into account any limitations on the conversion of the Convertible Debentures), plus any Commitment Fee
Shares then outstanding; and (ii) if an FSD Termination Event has occurred, at least such number of ADSs as shall equal up to the
maximum number of ADSs issuable upon conversion of all Convertible Debentures issuable pursuant to the Securities Purchase Agreement
(assuming for purposes hereof that (A) such Convertible Debentures are convertible at the Conversion Price (as defined therein)
in effect as of the Determination Date and (B) any such conversion shall not take into account any limitations on the conversion
of the Convertible Debentures), plus the maximum number of Commitment Fee Shares issuable under the Securities Purchase Agreement,
, in each case subject to any cutback set forth in Section 2(d).


 



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(k) “Rule 415”
means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended 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.


 


(l) “Trading
Day” shall have the meaning set forth in the Convertible Debentures.


 


2. REGISTRATION.


 


(a) The Company’s
registration obligations set forth in this Section 2 including its obligations to file one or more Registration Statements, obtain
effectiveness of such Registration Statements, and maintain the continuous effectiveness of such Registration Statements that have
been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or may
permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Registration
Period”). Notwithstanding the foregoing, for the avoidance of doubt, if the FSD Acquisition is consummated prior to the
Filing Deadline, the Company’s obligations under this Agreement and the Registration Period shall terminate.


 


(b) Subject to the terms
and conditions of this Agreement, the Company shall, on or prior to the Filing Deadline, provided that the FSD Acquisition has
not previously closed, prepare and file with the SEC a Registration Statement on Form F-1 or Form F-3 covering the resale by the
Investor of Registrable Securities in an amount not less than the Required Registration Amount then applicable. For the avoidance
of doubt, if the Filing Deadline is triggered solely pursuant to clause (ii) of the definition of “Filing Deadline”,
then the applicable Required Registration Amount shall be the amount set forth in clause (i) of the definition of “Required
Registration Amount”. If any additional Convertible Debentures are issued after the filing of such Registration Statement
or after the effectiveness of such Registration Statement, the Company shall be required to either (i) file a pre-effective amendment
to such Registration Statement (if such Registration Statement is not yet effective), or (ii) file an additional Registration Statement
(if such Registration Statement is effective) for such additional Registrable Securities as soon as practicable, in an amount (when
taken together with the initial Registration Statement) that is not less than the Required Registration Amount then applicable.
For the avoidance of doubt, if any additional Convertible Debentures are issued in connection with the Second Closing or the Third
Closing (as defined in the Securities Purchase Agreement) following the occurrence of an FSD Termination Event, then the applicable
Required Registration Amount shall be the amount set forth in clause (ii) of the definition of “Required Registration Amount”;
however, if any additional Convertible Debentures are issued after the filing of the initial Registration Statement for any other
reason (and an FSD Termination Event has not yet occurred), then the applicable Required Registration Amount shall be the amount
set forth in clause (i) of the definition of “Required Registration Amount”. Each Registration Statement shall contain
the “Selling Stockholders” and “Plan of Distribution”. The Company shall use its best efforts
to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness
Deadline. By 9:30 am (New York time) on the date following the date of effectiveness, the Company shall file with the SEC in accordance
with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement.
Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement
to the Investor for their review and comment in accordance with the procedures set forth in Section 3(a) hereof. The Investor shall
furnish comments (if any) on the Registration Statement to the Company within twenty-four (24) hours of the receipt thereof from
the Company.


 



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(c) During the Registration
Period (and subject to the time periods set forth in Section 2(b) above), the Company shall (i) promptly prepare and file with
the SEC such amendments (including post-effective amendments) and supplements to each Registration Statement and Prospectus
used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep each such Registration Statement effective at all times during the applicable times in the Registration
Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities
Act all of the Registrable Securities (to the extent not previously covered by a Registration Statement filed and declared effective
in the applicable times in the Registration Period)); (iii) cause the Prospectus for each Registration Statement filed and declared
effective in the applicable times in the Registration Period to be amended or supplemented by any required Prospectus supplement
(subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly
as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto
and as promptly as reasonably possible provide the Investors true and complete copies of all correspondence from and to the SEC
relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute
material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v)
comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered
by each effective Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case
of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including
pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 20-F, or Form 6-K or any analogous report
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall incorporate such
report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on
the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the
Registration Statement.


 


(d) Reduction of Registrable
Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the event that the SEC requires
the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order to allow the Company
to rely on Rule 415 with respect to a Registration Statement, then the Company shall be obligated to include in such Registration
Statement (which may be a subsequent Registration Statement if the Company needs to withdraw a Registration Statement and refile
a new Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities as the SEC shall
permit. Any Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred to as “Cut
Back Securities.” To the extent Cut Back Securities exist, as soon as may be permitted by the SEC, the Company shall
be required to file a Registration Statement covering the resale of the Cut Back Securities (subject also to the terms of this
Section) and shall use best efforts to cause such Registration Statement to be declared effective as promptly as practicable thereafter.


 



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3. RELATED OBLIGATIONS.


 


(a) The Company shall,
not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 20-F),
furnish to each Investor copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed
to be incorporated by reference) will be subject to the reasonable and prompt review of such Investors. The Company shall not file
a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Investors shall reasonably
object in good faith; provided that, the Company is notified of such objection in writing no later than two (2) Trading
Days after the Investors have been so furnished copies of such document.


 


(b) The Company shall
furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) at least
one (1) copy of such Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) ten
(10) copies of the final Prospectus included in such Registration Statement and all amendments and supplements thereto (or such
other number of copies as such Investor may reasonably request) and (iii) such other documents, which are not publicly available
through EDGAR, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor.


 


(c) The Company shall
use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as any Investor reasonably requests, (ii) prepare
and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period,
and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change
to its articles of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent
to service of process in any such jurisdiction. The Company shall promptly notify each Investor who holds Registrable Securities
of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 



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(d) As promptly as practicable
after becoming aware of such event or development, the Company shall notify each Investor in writing of the happening of any event
as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission 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 (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such
untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to each Investor. The Company shall also
promptly notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to each Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments
or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s
reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.


 


(e) The Company shall
use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States
of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution
thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(f) If, after the execution
of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably be deemed to be an
underwriter of Registrable Securities, at the request of any Investor, the Company shall furnish to such Investor, on the date
of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably
request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance
as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, and (ii)
an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope
and substance as is customarily given in an underwritten public offering, addressed to the Investors. Upon the request of the documents
discussed above pursuant to this Section 3(f), the Investor shall provide documents to the Company typically provided by an underwriter
of its securities in form, scope and substance as is customarily given in an underwritten public offering, including an opinion
of counsel representing the Investor for purposes of such Registration Statement, addressed to the Company.


 



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(g) If, after the execution
of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably be deemed to be an
underwriter of Registrable Securities, at the request of any Investor, the Company shall make available for inspection by (i) any
Investor and (ii) one (1) firm of accountants or other agents retained by the Investors (collectively, the “Inspectors”)
all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree, and each Investor
hereby agrees, to hold in strict confidence and shall not make any disclosure (except to an Investor) or use any Record or other
information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified,
unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement
or is otherwise required under the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector and
the Investor has knowledge. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by
a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the
Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records
deemed confidential.


 


(h) The Company shall
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 Israeli law or U.S. federal or state securities laws, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission in any 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. The Company agrees that it shall, upon learning that disclosure of such information concerning
an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written
notice to such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.


 


(i) The Company shall
either cause all the Registrable Securities covered by a Registration Statement (i) to be listed on each securities exchange on
which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or (ii) to be included for quotation on the Nasdaq Capital Markets
for such Registrable Securities.


 


(j) The Company shall
cooperate with each Investor who holds Registrable Securities being offered and, to the extent applicable, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered
pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as
the Investors may reasonably request and registered in such names as the Investors may request.


 



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(k) The Company shall
use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(l) The Company shall
otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration
hereunder.


 


(m) Within two (2) business
days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver,
and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to
the Investor whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(n) The Company shall
take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of Registrable Securities pursuant
to a Registration Statement.


 


4. OBLIGATIONS OF
THE INVESTORS.


 


(a) The Investor agrees
that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d) such Investor
will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable
Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d)
or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause
its transfer agent to deliver unlegended certificates for shares to a transferee of an Investor in accordance with the terms of
the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered
into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the
kind described in Section 3(d) and for which the Investor has not yet settled.


 


(b) The Investor covenants
and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption
therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.




 


5. EXPENSES OF REGISTRATION.


 


All expenses incurred
in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualifications fees, printers, legal and accounting fees, except (i) legal fees of Investor’s counsel associated
with the review of the Registration Statement and any comment letters issued by the SEC relating to such Registration Statement
or (ii) fees incurred by any Inspectors associated with their review of Records as contemplated in Section 3(g), shall be paid
by the Company.


 



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6. INDEMNIFICATION.


 


With respect to Registrable
Securities which are included in a Registration Statement under this Agreement:


 


(a) To the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the directors, officers,
partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the Securities
Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively,
“Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained
in any final Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement
(the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall
reimburse the Investors and each such controlling person promptly as such expenses are incurred and are due and payable, for any
legal fees or disbursements or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):
(x) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information furnished in writing to the Company by such Indemnified Person expressly for use in connection
with the preparation of the Registration Statement or any such amendment thereof or supplement or Prospectus related thereto; (y)
shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the
Prospectus made available by the Company, if such Prospectus was timely made available by the Company pursuant to Section 3(b);
and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person.


 



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(b) In connection with
a Registration Statement, the Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent
and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives,
or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each
an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under
the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon
any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity
with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement;
and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b)
and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld;
provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such
Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in
this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement
or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to each Investor prior
to such Investor’s use of the prospectus to which the Claim relates.


 


(c) Promptly after receipt
by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of
the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the reasonable fees
and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified
Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between
such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of
any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect
thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior
written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such
claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights
of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or
Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend
such action.


 



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(d) The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or Indemnified Damages are incurred.


 


(e) The indemnity agreements
contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to
the law.


 


7. CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.


 


8. REPORTS UNDER
THE EXCHANGE ACT.


 


With a view to making
available to the Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule
144”), and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company represents,
warrants, and covenants to the following:


 


(a) The Company is subject
to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or
15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required
to file such reports), other than Form 6-K reports.


 



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(b) During the Registration
Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act
(it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and
such reports shall conform to the requirements of the Exchange Act and the SEC for filing thereunder.


 


(c) The Company shall
furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by
the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual report of the
Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested
to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


9. AMENDMENT OF
REGISTRATION RIGHTS.


 


Provisions of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and Investors who then hold at least two-thirds (2/3) of the Registrable
Securities. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon each Investor and the
Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders of the Registrable
Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision
of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


10. MISCELLANEOUS.


 


(a) A Person is deemed
to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities or
owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or elections from
two (2) or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable Securities.


 


(b) Piggy-Back Registrations.
If at any time after the Filing Deadline (and during the Registration Period) there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement
relating to an offering for its own account or the account of others under the Securities Act of its ADSs, other than on Form F-4
or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued
solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option
or other employee benefit plans, then the Company shall send to each Investor a written notice of such determination and, if within
fifteen (15) days after the date of such notice, any such Investor shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided,
however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 10(b) that
are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration
Statement.


 



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(c) Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided
confirmation of transmission is electronically generated and kept on file by the sending party); or (iii) one (1) business day
after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive
the same. The addresses and email for such communications shall be:


 


	If to the Company, to:	Therapix Biosciences Ltd.
	 	4 Ariel Sharon Street
	 	Hashhahar Tower, 16th Floor
	 	Givatayim 5320047
	 	Israel
	 	 
	 	Attention: 	 Ascher Shmulewitz
	 	E-Mail:  	ascher@therapixbio.com
	 	 
	With Copy to:	Cheryl Reicin, Esq.
	 	Torys LLP
	 	1114 Avenue of the Americas
	 	New York, New York 10036
	 	Email:  	creicin@torys.com
	 	 
	If to the Investor(s):	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention: 	Mark Angelo
	 	 	Portfolio Manager
	 	Telephone:	 (201) 985-8300
	 	Email:  	mangelo@yorkvilleadvisors.com
	 	 
	With a Copy (which shall not	 
	Constitute notice or delivery of process) to:	 
	 	David Gonzalez, Esq.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Telephone:	(201) 985-8300
	 	Email:  	legal@yorkvilleadvisors.com




 


or to such other address and/or email and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party five (5)
days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) electronically generated by the sender’s email service provider containing the time, date,
and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service,
receipt by e-mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.


 



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(d) Failure of any party
to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall
not operate as a waiver thereof.


 


(e) The laws of Israel
shall govern all issues concerning the relative rights of the Company and the Investors as its shareholders. All other questions
concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of
New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York,
sitting in New York County, New York and federal courts for the Southern District of New York sitting in New York, New York, for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(f) This Agreement shall
inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.


 


(g) The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 



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(h) This Agreement may
be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the
same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(i) Each party 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.


 


(j) 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.


 


(k) This Agreement is
intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 




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IN WITNESS WHEREOF,
the Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the
date first above written.


 


	 	COMPANY:
	 	Therapix Biosciences Ltd.
	 	 
	 	By:	/s/ “Ascher Shmulewitz”
	 	Name:	Ascher Shmulewitz
	 	Title:	Authorized Signatory
	 	 
	 	INVESTOR:
	 	YA II PN, Ltd.
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 	 
	 	 	By:	Yorkville Advisors Global II, LLC
	 	 	Its:	General Partner
	 	 	 
	 	 	By:	/s/ “Matt Beckman”
	 	 	Name:	Matt Beckman
	 	 	Title:	Authorized Signatory


 




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EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Attention:


 


		Re:	THERAPIX BIOSCIENCES LTD.



 


Ladies and Gentlemen:


 


We are U.S. counsel
to THERAPIX BIOSCIENCES LTD., a company formed and existing under the laws of the State of Israel (the “Company”),
and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase
Agreement”) entered into by and among the Company and the Investors named therein (collectively, the “Investors”)
pursuant to which the Company issued to the Investors up to $2,500,000 of convertible debentures (the “Convertible Debentures”),
which are convertible into the Company’s American Depositary Shares (the “ADSs”) (as converted, the “Conversion
Shares”), each representing forty (40) Ordinary Shares, par value NIS 0.10 per share (the “Ordinary Shares”),
evidenced by American Depositary Receipts. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration
Rights Agreement with the Investors (the “Registration Rights Agreement”) pursuant to which the Company agreed,
among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities
Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the
Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________)
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names each of the Investors as a selling stockholder thereunder.


 


In connection with
the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE
OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement.


 


	 	 	Very truly yours,
	 	 	 
	 	 	[Law Firm]
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	cc:	[LIST NAMES OF Investors]