Exhibit 10.1


 


Execution Copy




 


SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of November 23, 2018, is between THERAPIX BIOSCIENCES
LTD., a company formed and existing under the laws of the State of Israel (the “Company”), and each of the
investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).


 


WITNESSETH


 


WHEREAS, the
Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible
Debentures (as defined below) pursuant to an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation
D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”);


 


WHEREAS, the
authorized share capital of the Company consists of 300,000,000 ordinary shares, NIS 0.1 par value per share (the “Ordinary
Shares”), of which 139,885,532 shares are issued and outstanding as of the date hereof;


 


WHEREAS, the
Company’s American Depositary Shares, each representing forty (40) Ordinary Shares (the “ADSs”), evidenced
by American Depositary Receipts, are traded on the Nasdaq Capital Market under the symbol “TRPX”;


 


WHEREAS, the
parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s),
as provided herein, and the Buyer(s) shall purchase up to $2,500,000 of convertible debentures in denominations of US$1,000 and
integral multiples of US$1,000 in the form attached hereto as “Exhibit A” (the “Convertible Debentures”),
which shall be convertible into ADSs (as converted, the “Conversion Shares”), of which $1,500,000 shall be purchased
upon the signing this Agreement (the “First Closing”), $500,000 shall be purchased on or about the earlier of
(i) the date of termination of the proposed acquisition of the Company by FSD Pharma Inc. (“FSD”) announced
on October 24, 2018 (the “FSD Acquisition”), and (ii) the expiration of the outside date (including any
extensions thereto) set forth in the definitive merger agreement (the “Merger Agreement”) for the FSD Acquisition
(the “Outside Date”) or (iii) March 1, 2019 (the earlier of (i), (ii) and (iii), the “Trigger Date”)
(the “Second Closing”), whereupon a registration statement providing for the resale of the Conversion Shares
(the “Registration Statement”) shall be filed pursuant to the Registration Rights Agreement (as defined below),
and $500,000 shall be purchased following the Trigger Date on or about the date the Registration Statement has first been declared
effective by the SEC (the “Third Closing”) (individually referred to as a “Closing” collectively
referred to as the “Closings”), for a total purchase price of up to $2,500,000 (the “Purchase Price”)
in the respective amounts set forth opposite each Buyer(s) name on Schedule I (the “Subscription Amount”);


 


WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement
(the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration
rights under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws; and


 


WHEREAS, the
Convertible Debentures and the Conversion Shares are collectively referred to herein as the “Securities.”


 






     


     


    

 


AGREEMENT


 


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


 


1. PURCHASE AND
SALE OF CONVERTIBLE DEBENTURES.


 


(a) Purchase of
Convertible Debentures. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the
Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company at
each Closing Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s
name on the Schedule of Buyers attached as Schedule I hereto.


 


(b) Closing Dates.
Each Closing of the purchase of Convertible Debentures by the Buyers shall occur at the offices of Yorkville Advisors Global,
LP, 1012 Springfield Avenue, Mountainside, NJ 07092. The date and time of each Closing shall be as follows: (i) the First Closing
shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections
6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “First
Closing Date”), (ii) the Second Closing shall be 10:00 a.m., New York time, on or about the date on which the Registration
Statement is first filed with the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied
or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Second Closing Date”)
and (iii) the Third Closing shall be 10:00 a.m., New York time, on or about the date on which the Registration Statement is first
declared effective by the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived
(or such other date as is mutually agreed to by the Company and each Buyer) (the “Third Closing Date” and collectively
referred to as the “Closing Dates”). As used herein “Business Day” means any day other than
a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.
For the avoidance of doubt, if the FSD Acquisition is consummated, the Second Closing and the Third Closing shall not occur.


 


(c) Form of Payment;
Deliveries. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date, (i) the Buyers
shall deliver to the Company such aggregate proceeds for the Convertible Debentures to be issued and sold to such Buyer at such
Closing, minus the fees to be paid directly from the proceeds of such Closing as set forth herein, and (ii) the Company shall
deliver to each Buyer, Convertible Debentures which such Buyer is purchasing at such Closing in amounts indicated opposite such
Buyer’s name on Schedule I, duly executed on behalf of the Company.


 






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2. BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of each
Closing Date:


 


(a) Investment
Purpose. The Buyer is acquiring the Securities for its own account for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the
Securities Act; provided, however, that by making the representations herein, such Buyer reserves the right to dispose of the
Securities at any time in accordance with or pursuant to an effective registration statement covering such Securities or an available
exemption under the Securities Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly,
with any person to distribute any of the Securities.


 


(b) Accredited
Investor Status. The Buyer is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation
D.


 


(c) Reliance on
Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of such Buyer to acquire the Securities.


 


(d) Information.
The Buyer and its advisors (and his/her or its counsel), if any, have been furnished with all materials relating to the business,
finances and operations of the Company and information he deemed material to making an informed investment decision regarding
his purchase of the Securities, which have been requested by such Buyer. The Buyer and its advisors, if any, have been afforded
the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations
conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right
to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment
in the Securities involves a high degree of risk. The Buyer has sought such accounting, legal and tax advice, as it has considered
necessary to make an informed investment decision with respect to its acquisition of the Securities.


 






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(e) Transfer or
Resale. The Buyer understands that: (i) the Securities have not been registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer
shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities
to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements,
or (C) such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that
it is not an “affiliate” of the Company (within the meaning of Rule 144 (as defined below)) and that such Securities
can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (or a successor rule
thereto) (collectively, “Rule 144”), in each case following the applicable holding period set forth therein;
and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and
further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.


 


(f) Legends.
The Buyer agrees to the imprinting, so long as it is required by this Section 2(f), of a restrictive legend on the Securities
in substantially the following form:


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
(AND THE ORDINARY SHARES ISSUABLE PURSUANT TO SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND NEITHER THESE SECURITIES NOR THE ORDINARY SHARES ISSUABLE PURSUANT THERETO MAY BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED TO ANY PERSON OTHER THAN THE ISSUER OF THESE SECURITIES IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN APPLICABLE
EXEMPTION THEREUNDER, AS EVIDENCED BY AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS; PROVIDED THAT SUCH OPINION OF COUNSEL SHALL NOT BE REQUIRED IN THE CASE OF
A RESALE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (“RULE 144”) IF SUCH RESALE IS NOT MADE BY AN “AFFILIATE”
(WITHIN THE MEANING OF RULE 144) OF THE ISSUER OF THESE SECURITIES.


 


Certificates evidencing the Conversion
Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement covering the resale
of such security is effective under the Securities Act (including, without limitation, the Registration Statement) or (ii) following
any sale of such Conversion Shares pursuant to Rule 144, (if such Conversion Shares are eligible for sale under Rule 144). The
Buyer agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section
3(f) is predicated upon the Company’s reliance that the Buyer will sell any Securities pursuant to either the registration
requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that
if Securities are sold pursuant to a registration statement (including, without limitation, the Registration Statement), they will
be sold in compliance with the plan of distribution set forth therein.


 






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(g) Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(h) Authorization,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall
constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms,
except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


 


(i) No Conflicts.
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions
contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws) applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations
which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of
such Buyer to perform its obligations hereunder.


 


(j) Certain Trading
Activities. The Buyer has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding
with the Buyer, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as
defined below) involving the Company’s securities) during the period commencing on October 1, 2018 (which is prior to the
time that the Buyer and the Company or the Company’s agents were first in contact regarding the specific investment in the
Company contemplated by this Agreement) and ending immediately prior to the execution of this Agreement by such Buyer. The Buyer
hereby agrees that it shall not directly or indirectly, engage in any Short Sales involving the Company’s securities during
the period commencing on the date hereof and ending when no Convertible Debentures remain outstanding. For the purposes hereof,
“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the
1934 Act (as defined below) but is not intended to apply to the sale of any Conversion Shares by a Buyer after such Buyer has
validly converted into such Conversion Shares, but has not yet received such Conversion Shares. The Buyer is aware that Short
Sales and other hedging activities may be subject to applicable federal and state securities laws, rules and regulations and the
Buyer acknowledges that the responsibility of compliance with any such federal or state securities laws, rules and regulations
is solely the responsibility of the Buyer.


 






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(k) Pursuant to the
terms of the Convertible Debentures, the Buyers may not convert Convertible Debentures if, as a result of the conversion, the Buyer
holds 9.99% or more of the voting rights in the Company or under any other circumstances requiring the Buyer and/or the Company
to become subject to certain applicable tender offer provisions under Israeli law.


 


(l) The Buyers may
not resell any of the securities in Israel, unless under a prospectus approved with the Israeli Securities Authority or an exemption
thereof.


 


(m) In connection
with Section 3(d)(ii) below, the Buyers are aware of the FSD Acquisition and shall cooperate in every reasonable way to ensure
that the transactions contemplated under this Agreement do not contradict or undermine the obligations and commitments of the Company
taken under the Merger Agreement.


 


3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


Except as set forth
under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof and to qualify
any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the representations
and warranties set forth below to The Buyer:


 


(a) Organization
and Qualification. The Company and each of its Subsidiaries are entities duly formed, validly existing and in good standing
under the laws of the jurisdiction in which they are formed, (except for Nasvax Inc, which is not active) and have the requisite
power and authority to own their properties and to carry on their business as now being conducted and as presently proposed to
be conducted. The Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing
in every jurisdiction in which its ownership of 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 reasonably be expected to
have a Material Adverse Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material
adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), or financial condition
of the Company and its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction
Documents or any other agreements or instruments to be entered into by the Company in connection herewith or therewith or (iii)
the authority or ability of the Company to perform any of its obligations under any of the Transaction Documents (as defined below).
“Subsidiaries” means any active and operating entity in which the Company, directly or indirectly, owns a majority
of the outstanding capital stock having voting power or holds a majority of the equity or similar interest of such entity, and
each of the foregoing, is individually referred to herein as a “Subsidiary”.


 






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(b) Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations
under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and
thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the
Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the
Convertible Debentures), have been duly authorized by the Company’s board of directors and subject to Section 2(k)-(l),
no further filing, consent or authorization is required by the Company, its board of directors or its shareholders or other
governmental body. This Agreement has been, and the other Transaction Documents to which the Company is a party will be prior
to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with its respective 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 applicable creditors’ rights and remedies and
except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction
Documents” means, collectively, this Agreement, the Registration Rights Agreement and the Convertible Debentures, as
may be amended from time to time.


 


(c) Issuance of
Securities. The issuance of the Convertible Debentures are duly authorized and, upon issuance and payment in accordance with
the terms of the Transaction Documents the Convertible Debentures shall be validly issued, fully paid and non-assessable and free
from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances,
security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing
Date, the Company shall have reserved from its duly authorized capital stock not less than (i) 300% of the maximum number of Ordinary
Shares underlying ADSs issuable upon conversion of all Convertible Debentures then outstanding (assuming for purposes hereof that
(x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, and
(y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein).
Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares, when issued, will be validly
issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof,
with the holders being entitled to all rights accorded to a holder of ADSs. If at any time the number of shares authorized and
reserved for issuance is not sufficient to meet the forgoing required reserve amount, the Company will promptly take all corporate
action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting
of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the
case of an insufficient number of authorized shares, and obtain shareholder approval of an increase in such authorized number of
shares, and voting the management shares of the Company (if any) in favor of an increase in the authorized shares of the Company
to ensure that the number of authorized shares is sufficient to meet the forgoing required reserve amount.


 






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(d) No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures, the Conversion
Shares, and the reservation for issuance of the Ordinary Shares underlying the Conversion Shares) will not (i) result in a violation
of the Articles of Incorporation (as defined below), Bylaws (as defined below), certificate of formation, memorandum of association,
articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock
or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including,
without limitation, U.S. federal and state securities laws and regulations, the securities laws of the jurisdictions of the Company’s
incorporation or in which it or its subsidiaries operate, and the rules and regulations of the Nasdaq Capital Market (the “Principal
Market”) and including all applicable laws, rules and regulations of the jurisdiction of incorporation of the Company) applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound
or affected, except in the case of (ii) and (iii) for any conflict, default, right or violation that would not reasonably be expected
to result in a Material Adverse Effect.


 


(e) Consents.
Subject to Section 2(k)-(l) above, the Company is not required to obtain any material consent from, authorization or order of,
or make any filing or registration with (other than the Registration Statement, any filings as may be required by any state securities
agencies and any filings as may be required by the Principal Market), any Governmental Entity (as defined below) or any regulatory
or self-regulatory agency or any other person in order for it to execute, deliver or perform any of its obligations under or contemplated
by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders,
filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been
or will be obtained or effected on or prior to each Closing Date, and neither the Company nor any of its Subsidiaries are aware
of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the
registrations, applications or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements
of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension
of the ADSs in the foreseeable future. The Company has notified (or will have notify prior to each Closing) the Principal Market
of the issuance of all of the Securities hereunder, which does not require obtaining the approval of the shareholders of the Company
or any other person or Governmental Entity, and the Principal Market has completed its review of any required related Listing of
Additional Share form. “Governmental Entity” means any nation, state, county, city, town, village, district, or other
political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental
authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal),
multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial,
legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including
any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.


 






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(f) Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and
that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate”
(as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner”
of more than 5% of the Ordinary Shares (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges
that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer
or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and
thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the
Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation
by the Company and its representatives.


 


(g) No Integrated
Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any person acting on 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 require approval of shareholders of the Company under any applicable shareholder approval
provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which
any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates
nor any person acting on their behalf will take any action or steps that would cause the offering of any of the Securities to be
integrated with other offerings of securities of the Company.


 


(h) Dilutive Effect.
The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances. The Company
further acknowledges its obligation to issue the Conversion Shares upon conversion of the Convertible Debentures in accordance
with this Agreement and the Convertible Debentures is, absolute and unconditional regardless of the dilutive effect that such issuance
may have on the ownership interests of other shareholders of the Company.


 


(i) Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if
any, in order to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement), shareholder rights plan or other similar anti-takeover provision
under the Articles of Association or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise
which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.


 






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(j) SEC Documents;
Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules,
forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the
date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered
or has made available to the Buyers or their respective representatives at their request true, correct and complete copies of each
of the SEC Documents not available on the EDGAR system. As of their respective 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 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 in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements
of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements
have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board (“IFRS”), consistently applied, during the periods involved (except (i) as may be otherwise indicated
in such financial statements or the notes thereto, or (ii) 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 financial position
of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the
aggregate). The Company is not currently contemplating to amend or restate any of the financial statements (including, without
limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents
(the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require
the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to
be in compliance with IFRS and the rules and regulations of the SEC. The Company has not been informed by its independent accountants
that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company
to amend or restate any of the Financial Statements.


 


(k) Absence of
Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 20-F, there has
been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations
(including results thereof), or financial condition of the Company or any of its Subsidiaries, taken as a whole. Since the date
of the Company’s most recent audited financial statements contained in a Form 20-F and further disclosures under the SEC Documents,
neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any material assets, individually
or in the aggregate, outside of the ordinary course of business or (iii) made any material capital expenditures, individually or
in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps
to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation
or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors
intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor
to do so.


 






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(l) No Undisclosed
Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists,
or is reasonably expected to exist or occur specific to the Company, any of its Subsidiaries or any of their respective businesses,
properties, liabilities, prospects, operations (including results thereof) or financial condition, that has not been publicly disclosed
and would reasonably be expected to have a Material Adverse Effect.


 


(m) Conduct of
Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its organizational
charter, certificate of formation, memorandum of association, articles of association, certificate of incorporation, bylaws, or
any certificate of designation, preferences or rights of any outstanding series of preferred stock, as applicable. Neither the
Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation
applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business
in violation of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material
Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations
or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting
or suspension of the ADSs by the Principal Market in the foreseeable future. During the one year prior to the date hereof, (i)
the ADSs have been listed or designated for quotation on the Principal Market, (ii) trading in the ADSs has not been suspended
by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal
Market regarding the suspension or delisting of the ADSs from the Principal Market, which has not been publicly disclosed. The
Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory
authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations
or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the
Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the
Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably
be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries,
any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries
as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be
expected to have a Material Adverse Effect.


 






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(n) Foreign
Corrupt Practices. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee, nor any
other person acting for or on behalf of the Company or any of its Subsidiaries (individually and collectively, a
“Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”)
or any other applicable anti-bribery or anti- corruption laws, nor has any Company Affiliate offered, paid, promised to pay,
or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value,
to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political
party or official thereof or to any candidate for political office (individually and collectively, a “Government
Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high
probability that all or a portion of such money or thing of value would be offered, given or promised, directly or
indirectly, to any Government Official, for the purpose, in violation of applicable law, of: (i) (A) influencing any act or
decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do or omit to do
any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to
influence or affect any act or decision of any Governmental Entity, or (ii) assisting the Company or its Subsidiaries in
obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.


 


(o) Equity Capitalization.


 


(i) Authorized
and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of 300,000,000
Ordinary Shares, of which 139,885,532 shares are issued and outstanding.


 


(ii) Valid
Issuance; Available Shares. All of such outstanding shares are duly authorized and have been validly issued and are fully
paid and nonassessable.


 


(iii)
Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s shares,
interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company;
(B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock
of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue
additional shares, interests or capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares,
interests or capital stock of the Company; (C) there are no agreements or arrangements under which the Company is obligated
to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement and the Registration
Rights Agreement); (D) there are no outstanding securities or instruments of the Company which contain any redemption or
similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become
bound to redeem a security of the Company ; (E) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities; and (G) the Company has no stock appreciation rights
or “phantom stock” plans or agreements or any similar plan or agreement.


 


(iv) Organizational
Documents. The Company has furnished to the Buyers or filed on EDGAR true, correct and complete copies of the Company’s
Articles of Association, as amended and as in effect on the date hereof (the “Articles of Association”), and
made available to the Buyers or their representatives, the terms of all convertible securities and the material rights of the
holders thereof in respect thereto.


 






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(p) Litigation.
Except as disclosed in the SEC Documents, and/or as otherwise made available to the Buyers or their representatives, there is no
action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other
Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting
the Company or any of its Subsidiaries, the Ordinary Shares, the ADSs or any of the Company’s or its Subsidiaries’ officers or
directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which would reasonably be expected
to result in a Material Adverse Effect. After reasonable inquiry of its employees, the Company is not aware of any event which
might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Without limitation
of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of
its Subsidiaries. Neither the Company nor any of its Subsidiaries is the subject of any order, writ, judgment, injunction, decree,
determination or award of any Governmental Entity that would reasonably be expected to result in a Material Adverse Effect.


 


(q) Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.


 


(r) Manipulation
of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no person acting on their
behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of
the price of any security of the Company or any of its Subsidiaries 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 or any of its Subsidiaries.


 






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(s) Registration
Eligibility. The Company is eligible to register the resale of the Conversion Shares by the Buyers using Form F-1 or Form F-3
promulgated under the Securities Act.


 


(t) Shell Company
Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).


 


(u) Money Laundering.
The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all
other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the laws, regulations
and Executive Orders and sanctions programs (“Sanctions Programs”) administered by the U.S. Office of Foreign Assets
Control (“OFAC”), including, without limitation, (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079
(2001)); and any regulations contained in 31 CFR, Subtitle B, Chapter V.


 


(v) Disclosure.
The Company confirms that neither it nor any other person acting on its behalf has provided any of the Buyers or their agents or
counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning
the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other
Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf
of the Company or any of its Subsidiaries, taken as a whole, is true and correct in all material respects and does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the
date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement
and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which
such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their
business, properties, liabilities, operations (including results thereof) or financial condition, which, under applicable law,
rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been
so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of
its Subsidiaries and made available to the Buyers have been prepared in good faith based upon reasonable assumptions and represented,
at the time each such financial projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial
performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual
results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted
results). The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to
the transactions contemplated hereby other than those specifically set forth in Section 2.


 






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(w) No General
Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection
with the offer or sale of the Securities.


 


(x) Private Placement.
Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, no registration under the Securities
Act is required for the offer and sale of the Securities by the Company to the Buyers as contemplated hereby. The issuance and
sale of the Securities hereunder does not contravene the rules and regulations of the Principal Market.


 


4. COVENANTS.


 


(a) Reporting Status.
In the event of an FSD Termination Event, until the date on which the Buyers shall have sold all of the Conversion Shares pursuant
to the Registration Statement and which will not be extended in any case beyond a period of twelve (12) months following each Closing
Dates (the “Reporting Period”), the Company shall timely file all reports required to be filed with the SEC
pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act
even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination, subject
to and to such extent this status being under Company’s control. For the avoidance of doubt, upon the closing of the FSD
Acquisition, the Company shall have no obligation under this Agreement to continue to report under the 1934 Act.


 


(b) Use of Proceeds.
The Company will use the proceeds from the sale of the Securities hereunder for working capital and other general corporate purposes.
Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein,
or lend, contribute, facilitate or otherwise make available such proceeds to any person (i) to fund, either directly or indirectly,
any activities or business of or with any person that is identified on the list of Specially Designated Nationals and Blocked Persons
maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject
of Sanctions Programs, or (ii) in any other manner that will result in a violation of Sanctions Programs.


 


(c) Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Conversion Shares
upon each national securities exchange and automated quotation system, if any, upon which the ADSs are then listed or designated
for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for
quotation (as the case may be) of all Conversion Shares from time to time issuable under the terms of the Transaction Documents
on such national securities exchange or automated quotation system. The Company shall maintain the listing or authorization for
quotation (as the case may be) for the ADSs on the Principal Market, the New York Stock Exchange, the NYSE MKT, the Nasdaq Global
Market, the Nasdaq Global Select Market, the OTCQX or the OTCQB, as may be relevant (each, an “Eligible Market”).
Neither the Company nor any of its Subsidiaries shall take any unreasonable action which could be reasonably expected to result
in the delisting or suspension of the ADSs on an Eligible Market. The Company shall pay all fees and expenses in connection with
satisfying its obligations under this Section 4(c). Notwithstanding the foregoing, the Company shall have no obligation to maintain
any such listing or authorization for quotation following completion of the FSD Acquisition.


 






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(d) Fees. The
Company shall pay to YA Global II SPV, LLC, an affiliate of the Buyers (the “Subsidiary Fund”) a commitment
fee in the amount of 5% of the Purchase Price of each Closing (collectively, the “Commitment Fees”) as compensation
for the monitoring and managing of the purchase and investments made by the Buyers described herein. The Company shall discharge
its obligation to pay the Commitment Fees at its option, by either (i) paying cash by wire transfer of immediately available funds
to an account of the Subsidiary Fund notified in writing by the Buyer to the Company, or (ii) issuing to the Subsidiary Fund such
number of ADSs as is equal to the applicable Commitment Fee divided by the VWAP of the ADSs on the Principal Market during the
5 consecutive trading days immediately prior to the applicable Closing Date.


 


(e) Pledge of Securities.
Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may
be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by
the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,
and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make
any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company hereby agrees to execute
and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities
to such pledgee by a Buyer.


 


(f) Disclosure of
Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business
Day after the date of this Agreement (as stated at the beginning of this Agreement), file a Report of Foreign Issuer on Form 6-K
describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934
Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this
Agreement)) (including all attachments, the “Current Report”). From and after the filing of the Current Report,
the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any
of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated
by the Transaction Documents, provided such disclosure does not in violation of any laws and regulations applicable to the Company
and/or its Subsidiaries. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that
any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under
any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors,
employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries
from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such
Buyer’s sole discretion).


 






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(g) Reservation
of Shares. So long as any of the Convertible Debentures remain outstanding, the Company shall take all action necessary to
at all times have authorized, and reserved for the purpose of issuance, no less than 300% of the maximum number of Ordinary Shares
underlying ADSs issuable upon conversion of all the Convertible Debentures then outstanding (assuming for purposes hereof that
(x) the Convertible Debentures are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take
into account any limitations on the conversion of the Convertible Debentures) (the “Required Reserve Amount”);
provided that at no time shall the number of shares reserved pursuant to this Section 4(g) be reduced other than proportionally
in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares authorized and
reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action
necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders
to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient
number of authorized shares, and obtain shareholder approval of an increase in such authorized number of shares, and voting the
management shares of the Company (if any) in favor of an increase in the authorized shares of the Company to ensure that the number
of authorized shares is sufficient to meet the Required Reserve Amount.


 


(h) Conduct of Business.
The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any
Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate,
in a Material Adverse Effect.


 


(i) From the date hereof
until all amounts outstanding under the Convertible Debentures have been repaid in full or otherwise converted, and provided such
date will not be extended in any case beyond a period of twenty-four (24) months following each Closing Dates, unless the holders
of at least 67% in principal amount of the then outstanding Convertible Debentures shall have given prior written consent, the
Company shall not, and shall not permit any of its Subsidiaries (whether or not a Subsidiary on the date hereof) to, directly or
indirectly (i) other than Permitted Indebtedness (as defined below), enter into, create, incur, assume, guarantee or suffer to
exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of
its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom, (ii) other than
Permitted Liens, enter into, create, incur, assume or suffer to exist any lien, security interest, option or other charge or encumbrance
(each, a “Lien”) of any kind, on or with respect to any of its property or assets now owned or hereafter acquired
or any interest therein or any income or profits therefrom, or (iii) amend its charter documents, including, without limitation,
its Articles of Association, in any manner that materially and adversely affects any rights of the holders of the Convertible Debentures.


 






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“Permitted Indebtedness”
shall mean: (i) indebtedness evidenced by the Convertible Debentures; (ii) indebtedness described in the SEC Documents or otherwise
previously disclosed to the Buyers; (iii) indebtedness incurred solely for the purpose of financing the acquisition or lease of
any equipment, including capital lease obligations with no recourse other than to such equipment; (iv) indebtedness (A) the repayment
of which has been subordinated to the payment of the Convertible Debentures on terms and conditions acceptable to the Buyers, including
with regard to interest payments and repayment of principal, (B) which does not mature or otherwise require or permit redemption
or repayment prior to or on the 91st day after the maturity date of any Convertible Debentures then outstanding; and (C) which
is not secured by any assets of the Company or its Subsidiaries; (v) indebtedness associated with acquiring new intellectual property
assets and licenses, so long as the proceeds are going to the party(ies) from which the Company is acquiring the assets, licenses,
and other properties; (vi) any other indebtedness incurred in the ordinary course of the Company’s business; (vii) any other
indebtedness permitted to be incurred under the Merger Agreement; (viii) upon termination of the Merger Agreement, if the FSD Acquisition
does not close, any other indebtedness (other than the indebtedness set out in (i) – (vi) above) incurred after the date
hereof, provided that such indebtedness in itself does not exceed (1) $750,000, (2) in the event the proceeds will be applied to
repay at least 50% of the principal amount and accrued interest on the Convertible Debentures, two (2) times the amount that will
be repaid or (3) in the event the proceeds will be applied to full repayment of the principal and accrued interest on the Convertible
Debentures, any indebtedness without limitation; and


 


“Permitted Liens”
shall mean (1) any security interest granted to the Buyers to secure the obligations under the Convertible Debentures, (2) any
prior security interest granted to the Buyers, (3) existing Liens described in the SEC Documents or otherwise previously disclosed
to the Buyers; (4) inchoate Liens for taxes, assessments or governmental charges or levies not yet due, as to which the grace period,
if any, related thereto has not yet expired, or being contested in good faith and by appropriate proceedings for which adequate
reserves have been established in accordance with IFRS; (5) Liens of carriers, materialmen, warehousemen, mechanics and landlords
and other similar Liens which secure amounts which are not yet overdue by more than 60 days or which are being contested in good
faith by appropriate proceedings for which adequate reserves have been established in accordance with IFRS; (6) licenses, sublicenses,
leases or subleases granted to other persons not materially interfering with the conduct of the business of the Company; (7) Liens
securing capitalized lease obligations and purchase money indebtedness incurred solely for the purpose of financing an acquisition
or lease; (8) easements, rights-of-way, restrictions, encroachments, municipal zoning ordinances and other similar charges or encumbrances,
and minor title deficiencies, in each case not securing debt and not materially interfering with the conduct of the business of
the Company and not materially detracting from the value of the property subject thereto; (9) Liens arising out of the existence
of judgments or awards which judgments or awards do not constitute an event of default; (10) Liens incurred in the ordinary course
of business in connection with workers compensation claims, unemployment insurance, pension liabilities and social security benefits
and Liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations,
surety bonds, performance bonds and other obligations of a like nature (other than appeal bonds) incurred in the ordinary course
of business (exclusive of obligations in respect of the payment for borrowed money); (11) Liens in favor of a banking institution
arising by operation of law encumbering deposits (including the right of set-off) and contractual set-off rights held by such banking
institution and which are within the general parameters customary in the banking industry and only burdening deposit accounts or
other funds maintained with a creditor depository institution; (12) usual and customary set-off rights in leases and other contracts;
(13) escrows in connection with acquisitions and dispositions and (14) royalties and other rights to revenue derived from the sale
of the Company’s products that are granted in the ordinary course of business.


 






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5. REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.


 


(a) Register.
The Company shall maintain at its principal executive offices or with the transfer agent (or at such other office or agency of
the Company as it may designate by notice to each holder of Securities), a register for the Convertible Debentures in which the
Company shall record the name and address of the person in whose name the Convertible Debentures have been issued (including the
name and address of each transferee), the amount of Convertible Debentures held by such person, and the number of Conversion Shares
issuable upon conversion of the Convertible Debentures held by such person. The Company shall keep the register open and available
at all times during business hours for inspection of any Buyer or its legal representatives.


 


(b) Transfer Restrictions.
The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of
Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an affiliate of a Buyer
or in connection with a pledge as contemplated herein, the Company may require the transferor thereof to provide to the Company
an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred
Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the
terms of this Agreement and shall have the rights and obligations of a Buyer under this Agreement.


 


6. CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


 


The obligation of the Company hereunder
to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each Closing
Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived
by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(a) Such Buyer shall
have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 






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(b) Such Buyer and
each other Buyer shall have delivered to the Company the portion of the Purchase Price (less, in the case of any Buyer, the amounts
withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the applicable Closing by wire
transfer of immediately available funds in accordance with the Closing Statement.


 


(c) Each and every
representations and warranties of such Buyer shall be true and correct in all material respects (other than representations and
warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of each Closing
Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which
shall be true and correct in all material respects as of such specific date), and such Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by such Buyer at or prior to such Closing Date, including as set forth in section 2.


 


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


 


7. CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


The obligation of each Buyer hereunder
to purchase its Convertible Debentures at each Closing is subject to the satisfaction, at or before each Closing Date, of each
of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at
any time in its sole discretion by providing the Company with prior written notice thereof:


 


(a) The Company shall
have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have
duly executed and delivered to such Buyer such aggregate principal amount of Convertible Debentures as is set forth opposite such
Buyer’s name in column (b) of the Schedule of Buyers for each Closing.


 


(b) Such Buyer shall
have received the opinion of the Company’s counsel, dated as of the First Closing Date, in the form reasonably acceptable to such
Buyer.


 


(c) The Company shall
have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company as of a date within fifteen
(15) days of the Closing Date or written confirmation in a form satisfactory to the Buyers, that no material change has occurred
pertaining the Company’s incorporation and good standing status since the previous certification.


 






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(d) Each and every
representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties
qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of each Closing Date
as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall
be true and correct in all material respects as of such specific date) and the Company shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or
complied with by the Company at or prior to each Closing Date, as set forth in section 3 and 4.


 


(e) The ADSs (A) shall
be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of each
Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal
Market have been threatened, as of each Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling
below the minimum maintenance requirements of the Principal Market.


 


(f) The Company shall
have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities,
including without limitation, those required by the Principal Market, if any.


 


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


 


(h) Since the date
of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected
to result in a Material Adverse Effect.


 


(i) The Company shall
have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, if
applicable.


 


(j) Such Buyer shall
have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer
instructions of the Company (the “Closing Statement”).


 


(k) The following conditions
shall be satisfied: (i) from the date hereof to the applicable Closing Date, trading in the ADSs shall not have been suspended
by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company or otherwise
required under any laws and regulations applicable to the Company, which suspension shall be terminated prior to the Closing),
and (ii) from the date hereof to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by
such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New
York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 






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(l) The Company and
its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions
contemplated by this Agreement as such Buyer or its counsel may reasonably request.


 


(m) Solely with respect
to the Second Closing and the Third Closing, the Trigger Event shall have occurred.


 


(n) Solely with respect
to the Second Closing, the Company shall have filed, on or before the Closing Date, the Registration Statement with the SEC materially
in compliance with the rules and regulations promulgated by the SEC for filing thereof.


 


(o) Solely with respect
to the Third Closing the Registration Statement shall have been declared effective by the SEC.


 


8. TERMINATION.


 


In the event that the
First Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have
the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business
on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement
under this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to
have been consummated by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale
and purchase of the Convertible Debentures shall be applicable only to such Buyer providing such written notice, provided further
that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses
described herein. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by
such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party
to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.


 






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9. MISCELLANEOUS.


 


(a) Governing Law;
Jurisdiction; Jury Trial. All 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 jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby,
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. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action
against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or
other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 


(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all 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. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an
executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


(c) Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(d) Entire Agreement,
Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyers, the Company, their affiliates
and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically
set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed
by the party to be charged with enforcement.


 






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(e) Notices.
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 an overnight courier service with next day delivery specified, in each case, properly
addressed to the party to receive the same. The addresses and e-mail addresses 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

	 	 
	With Courtesy Copy, to:	
        Yuval Horn, Adv.

        Horn & Co. – Law Offices

        2 Weizmann Street, Amot Investment Tower (24th Floor)

        Tel Aviv, Israel 6423902

        Email: yhorn@hornlaw.co.il

	 	 
	If to a Buyer, to its address and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,
	 	 
	With copy to:	
        David Gonzalez, Esq.

        c/o Yorkville Advisors Global, LP

        1012 Springfield Avenue

        Mountainside, NJ 07092

        Email: legal@yorkvilleadvisors.com



 


or to such other address,
e-mail address 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 e-mail service provider containing
the time, date, recipient e-mail address or (C) provided by an overnight courier service shall be rebuttable evidence of personal
service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 






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(f) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,
including any purchasers of any of the Convertible Debentures (but excluding any purchasers of Conversion Shares, unless pursuant
to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Buyers. In connection with any transfer of any or all of its Securities, a Buyer may assign all,
or a portion, of its rights and obligations hereunder in connection with such Securities without the consent of the Company, in
which event such assignee shall be deemed to be a Buyer hereunder with respect to such transferred Securities.


 


(g) Indemnification.


 


(i) In consideration
of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to
all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless
each Buyer and all of their officers, directors, employees and any of the foregoing persons’ agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation
or warranty made by the Company in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of
the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim
brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of
the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution,
delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole
or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure made by the Company
pursuant to Section 4(f), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant
to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as
a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the
foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law, except to the extent
that such Indemnified Liabilities would not reasonably be expected to have a Material Adverse Effect on the Company.


 






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(ii) Promptly after receipt
by an Indemnitee under this Section 9(g) of notice of the commencement of any action or proceeding (including any governmental
action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against
the Company under this Section 9(g), deliver to the Company a written notice of the commencement thereof, and the Company shall
have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel
mutually reasonably satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right
to retain its own counsel with the reasonable fees and expenses of such counsel to be paid by the Company if: (A) the Company has
agreed in writing to pay such fees and expenses; (B) the Company shall have failed promptly to assume the defense of such
Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability;
or (C) the named parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the
Company, and such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel
were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects
to employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof
and such counsel shall be at the expense of the Company), provided further, that in the case of clause (C) above the Company shall
not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee
shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability
by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action
or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or
proceeding effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay
or condition its consent. The Company shall not, without the prior written consent of the Indemnitee, 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 Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such
settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for
hereunder, the Company shall be subrogated to all rights of the Indemnitee 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 Company within a reasonable
time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section
9(g), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.


 


(iii) The indemnification
required by this Section 9(g) shall be made by periodic payments of the amount thereof during the course of the investigation or
defense, within ten (10) days after bills supporting the Indemnified Liabilities are received by the Company.


 


(iv) The indemnity agreement
contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against the Company or others,
and (B) any liabilities the Company may be subject to pursuant to the law.


 


(h) No Strict Construction.
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.


 


(i) Currency.
All dollar amounts stated herein shall refer to U.S. dollar amounts except as otherwise specifically stated.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 




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IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the date first written above.


 


	 	COMPANY:
	 	 
	 	THERAPIX BIOSCIENCES LTD. 
	 	 	 
	 	By:	/s/ “Ascher Shmulewitz”
	 	Name:	Ascher Shmulewitz
	 	Title:	Authorized Signatory


 




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IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the date first written above.


 


	 	BUYER:
	 	 	 
	 	YA II PN, LTD. 
	 	 	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 	 	 
	 	 	By:	Yorkville Advisors Global II, LLC
	 	 	Its:	General Partner
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    28


     


    

 


EXHIBIT A


 


FORM OF CONVERTIBLE DEBENTURES


 




    29


     


    

 


SCHEDULE OF BUYERS


 


	(a)	 	 	 	(b)	 	 	(c)	 
	Buyer	 	 	 	Principal Amount of Convertible Debentures	 	 	Purchase Price (100% of Face Value)	 
	 	 	 	 	 	 	 	 	 
	YA II PN, Ltd.	 	 	 	 	 	 	 	 
	1012 Springfield Avenue	 	First Closing:	 	$	1,500,000.00	 	 	$	1,500,000.00	 
	Mountainside, NJ 07092	 	Second Closing	 	$	500,000.00	 	 	$	500,000.00	 
	Email: Legal@yorkvilleadvisors.com	 	Third Closing	 	$	500,000.00	 	 	$	500,000.00	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate:	 	$	2,500,000.00	 	 	$	2,500,000.00	 



 


Legal Representative’s Address and E-Mail Address


David Gonzalez, Esq.


1012 Springfield Avenue


Mountainside, NJ 07092


Email: Legal@yorkvilleadvisors.com