SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of April 3, 2012, is by and among Morria
Biopharmaceuticals PLC, a public limited company formed under the laws of England and Wales
(the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a
“Buyer” and collectively, the “Buyers”).


 


RECITALS


 


A.            The
Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.


 


B.            The
Company has authorized the issuance of original issue discount senior secured convertible notes in the aggregate original principal
amount of $1,100,000 (the “Principal Amount”), in the form attached hereto as Exhibit A (the “Notes”),
which Notes shall be convertible into the Company’s ordinary shares, par value £0.01 per share (the “Ordinary
Shares”) (as converted, collectively, the “Conversion Shares”), in accordance with the terms of the
Notes.


 


C.            Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) the aggregate
original principal amount of the Notes set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers and (ii)
a warrant to initially acquire up to the aggregate number of Ordinary Shares set forth opposite such Buyer’s name in column
(4) on the Schedule of Buyers, in the form attached hereto as Exhibit B (individually, a “Warrant”
and, collectively, the “Warrants”) (as exercised, collectively, the “Warrant Shares”).


 


D.            At
the Closing (as defined below), the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached
hereto as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed
to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement),
under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.


 


E.            The
Notes, the Guaranties (as defined below), and the Warrants are collectively referred to herein as the “Initial Securities.”
The Notes, the Conversion Shares, the Guaranties, the Warrants, and the Warrant Shares are collectively referred to herein as the
“Securities.”


 


F.            The
Notes will be secured by a first priority perfected security interest in all of the assets of the Company as evidenced by a security
agreement in the form set forth as Exhibit D (the “UK Security Agreement”).


 



    	 



    	 



    

 


G.            The
Notes will be secured by a first priority perfected security interest in all of the assets of the Company and its Subsidiaries
(as defined below) as evidenced by a security agreement in the form set forth in Exhibit E hereto (the “Security
Agreement” and together with the UK Security Agreement, the other security documents and agreements entered into in connection
with this Agreement and each of such other documents and agreements, as each may be amended or modified from time to time, collectively,
the “Security Documents”).


 


H.            Each
of its Subsidiaries (as defined below) will execute a guaranty, in the form set forth in Exhibit F, in favor of each
Buyer (collectively, the “Guaranties”) pursuant to which each of them will guarantee the obligations of the
Company under the Transaction Documents (as defined below).


 


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 INITIAL SECURITIES.


 


(a)           Initial
Securities. Subject to the satisfaction (or waiver) of the conditions set forth in
Sections 7 and 8 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase
from the Company on the Closing Date (as defined below), (i) a Note in the original principal amount as is set forth opposite such
Buyer’s name in column (3) on the Schedule of Buyers and (ii) a Warrant to initially acquire up to the aggregate number of
Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.


 


(b)           Purchase
Price. The aggregate purchase price for the Initial Securities to be purchased by
each Buyer (the “Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (5)
on the Schedule of Buyers and shall be equal to the aggregate Principal Amount of the Note issued to each Buyer divided by 1.1.


 


(c)           Closing.
The closing (the “Closing”) of the purchase of the Initial Securities by the Buyers shall occur at the offices
of Ellenoff Grossman & Schole LLP (“EGS”), 150 East 42nd Street, New York, New York 10017. The date and
time of the Closing (the “Closing Date”) 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 7 and 8 below are satisfied or waived (or such later date as is
mutually agreed to by the Company and each Buyer). 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 or London, England are authorized or required by
law to remain closed.


 


(d)           Payment
of Purchase Price on Closing Date; Delivery of Initial Securities. On the Closing
Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the respective Initial Securities to be issued
and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written
wire instructions (less the amounts withheld pursuant to Section 5(g)) and (ii) the Company shall deliver to each Buyer (A)
a Note (in such amount as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers) and (B) a Warrant
pursuant to which such Buyer shall have the right to initially acquire up to the aggregate number of Warrant Shares as is set forth
opposite such Buyer’s name in column (4) on the Schedule of Buyers, in each case, duly executed on behalf of the Company
and registered in the name of such Buyer.


 



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2.           [RESERVED]


 


3.           BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only itself that:


 


(a)           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 to which it is a party and otherwise to carry out its obligations hereunder
and thereunder.


 


(b)           No
Public Sale or Distribution. Such Buyer is acquiring the Securities for its own account
and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable
securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations
herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration
statement or an exemption under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly,
with any Person to distribute any of the Securities in violation of applicable securities laws.


 


(c)           Accredited
Investor Status. Such Buyer is an “accredited investor” as that term is
defined in Rule 501(a) of Regulation D.


 


(d)           Reliance
on Exemptions. Such 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.


 


(e)           Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale of the Securities which have been requested by such Buyer. Such Buyer
and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Such Buyer understands that its investment
in the Securities involves a high degree of risk. Such 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.


 


(f)           No
Governmental Review. Such Buyer understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits
of the offering of the Securities.


 



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(g)           No
Public Market; Transfer or Resale. Such Buyer understands that no public market now
exists for the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities.
Such Buyer understands that except as provided in the Registration Rights Agreement and Section 5(h) hereof: (i) the Securities
have not been and are not being registered under the 1933 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 (if requested
by the Company) an opinion of counsel to such Buyer, in a form reasonably acceptable to the Company, 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, or (C)
such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to
Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”);
(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 (as defined
below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require
compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii)
except with respect to the obligations of the Company under the Registration Rights Agreement, neither the Company nor any other
Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder. If a Buyer or any subsequent holder of the Securities proposes to transfer the
Securities held by such Person pursuant to Rule 144, the Company shall provide necessary opinions to its transfer agent, if requested,
provided that such Buyer or such subsequent holder, as the case may be, provides the necessary representations as requested by
the Company’s counsel. As used in this Agreement, the Company may be its own transfer agent and registrar prior to the Self
Filing Effective Date (as defined below). 


 


(h)           Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered
on behalf of such Buyer and constitutes the legal, valid and binding obligations of such Buyer enforceable against such Buyer in
accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation 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 would 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.


 



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(j)           Certain
Trading Activities. Such Buyer has not directly or indirectly, nor has any Person
acting on behalf of or pursuant to any understanding with such 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 as of the time that Iroquois entered into the term sheet in respect of the specific investment in the Company contemplated
by this Agreement and ending immediately prior to the execution of this Agreement by such Buyer (it being understood and agreed
that for all purposes of this Agreement, and without implication that the contrary would otherwise be true, neither transactions
nor purchases nor sales shall include the location and/or reservation of borrowable Ordinary Shares).
“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under
the Securities Exchange Act of 1934, as amended (the “1934 Act”).


 


4.           REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


Except as set forth
in the disclosure schedules referenced below (the “Disclosure Schedules”), which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation, warranty or otherwise made herein to the extent of the disclosure
contained in the corresponding section of the Disclosure Schedules, the Company represents and warrants to each of the Buyers that:


 


(a)           Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly
organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite
power and authorization to own their properties and to carry on their business as now being conducted and as presently proposed
to be conducted. Each of 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, individually
or in the aggregate, have a Material Adverse Effect. “Material Adverse Effect” means any material adverse
effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any Subsidiary, either individually or taken as a whole, (ii) the transactions contemplated hereby
or in any of the other Transaction Documents or (iii) the authority or ability of the Company or any of its Subsidiaries to perform
any of their respective obligations under any of the Transaction Documents (as defined below). Other than the Persons (as defined
below) set forth on Schedule 4(a), the Company has no Subsidiaries. “Subsidiaries” means any Person
in which the Company, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar
interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person,
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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations
under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction
Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated
hereby and thereby (including, without limitation, the issuance of the Initial Securities, the reservation for issuance and issuance
of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance
and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board
of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the
filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement,
a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or
authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other
governing body. This Agreement has been, and the other Transaction Documents 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 (collectively, the “Enforceability Exceptions”). Prior to the Closing, the Transaction
Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute
the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their
respective terms, except as such enforceability may be limited by the Enforceability Exceptions. “Transaction Documents”
means, collectively, this Agreement, the Notes, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement,
the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or
delivered by any of the parties hereto or any of the Subsidiaries in connection with the transactions contemplated hereby and thereby,
as may be amended from time to time. 


 


(c)           Issuance
of Notes, Guaranties, and Warrants. The Notes and Warrants have been duly authorized
by the Company, and, when duly executed and delivered in accordance with their respective terms by each of the parties thereto,
will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with their
respective terms, except as such enforceability may be limited by the Enforceability Exceptions. The Guaranties have been duly
authorized by each Subsidiary and, when duly executed and delivered in accordance with their terms and the terms of the other Transaction
Documents by each of the parties thereto, will constitute a valid and legally binding agreement of each Subsidiary, enforceable
against each Subsidiary in accordance with their terms, except as such enforceability may be limited by the Enforceability Exceptions.


 



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(d)           Issuance
of the Conversion Shares and Warrant Shares. As of the Closing, the Company shall
have reserved from its duly authorized capital stock not less than 133% of the sum of (i) the maximum number of Conversion Shares
issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price
(as defined in the Notes) and without taking into account any limitations on the conversion of the Notes set forth therein) and
(ii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (assuming that all Warrants are exercised and
without taking into account any limitations on the exercise of the Warrants set forth therein). Upon conversion in accordance with
the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively,
when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens,
charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder
of Ordinary Shares. 


 


(e)           Exemption
from 1933 Act. Subject to the accuracy of the representations and warranties of the
Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.


 


(f)           No
Conflicts. The execution, delivery and performance of the Transaction Documents by
the Company and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby
and thereby (including, without limitation, the issuance of the Initial Securities, the reservation for issuance and issuance of
the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and
issuance of the Warrant Shares issuable upon exercise of the Warrants) will not (i) result in a violation of the Memorandum of
Association (as defined below) (including, without limitation, any certificate of designation contained therein) or other organizational
documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or Articles of
Association (as defined below) of the Company or any of its Subsidiaries, (ii) result in the adjustment of the exercise, conversion
or exchange price and/or ratio in respect of any securities of the Company or any of its Subsidiaries, result in any such securities
exercisable, convertible or exchangeable for a greater number of underlying securities, or require the approval or the receipt
of waivers from any holders of any instrument or class of securities or counterparties to any agreement or understanding to which
the Company or any Subsidiary is a party, (iii) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, give to others any rights of termination, amendment, acceleration or cancellation
of, any indenture, agreement, note, lease, mortgage, deed or other instrument to which the Company or any of its Subsidiaries is
a party, or (iv) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation,
foreign, federal and state securities laws and regulations) 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 clause (ii), (iii) or (iv)
above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.


 


(g)           No
Violation. Neither the Company nor any of its Subsidiaries is (i) in violation
of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice
or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition
contained in any indenture, agreement, note, lease, mortgage, deed or other instrument to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company
or any of its Subsidiaries is subject; or (iii) in violation of any law, rule, regulation, order, judgment or decree (including,
without limitation, foreign, federal and state securities laws and regulations) 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 clause
(ii) or (iii) above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.


 



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(h)           Consents.
Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or
registration with (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements
of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies),
any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver
or perform any of its respective 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 have been obtained or effected, and neither the Company nor any of its Subsidiaries are aware of any facts
or circumstances which might prevent the Company or any Subsidiary from obtaining or effecting any of the registration, application
or filings contemplated by the Transaction Documents. 


 


(i)           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. 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 and each Subsidiary’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,
each Subsidiary and their respective representatives.


 


(j)           No
General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of
its Subsidiaries or 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) in connection with the offer or sale of the Securities. The Company shall
be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other
than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby.
Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or
sale of the Securities.


 


(k)           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 require registration of the issuance of any of the Securities under the 1933
Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval
of stockholders of the Company under any applicable stockholder approval provisions. None of the Company, its Subsidiaries, their
affiliates nor any Person acting on their behalf will take any action or steps that would require registration of the issuance
of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings
of securities of the Company.


 



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


 


(m)          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 stockholder,
business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover
provision under the Certificate of Incorporation, Bylaws 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. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any
stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary
Shares or a change in control of the Company or any of its Subsidiaries.


 


(n)          Financial
Statements. The audited financial statements of the Company for the last two fiscal
years are attached hereto as Schedule 4(n). Such financial statements have been prepared in accordance with International
Financial Reporting Standards as used in Israel (“IFRS”) applied on a consistent basis during the periods involved,
except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects
the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended.


 


(o)          Absence
of Certain Changes. Since the date of the latest audited financial statements attached
hereto there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties,
operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries.
Since the date of the latest audited financial statements attached hereto, neither the Company nor any of its Subsidiaries has
(i) declared or paid any dividends, (ii) sold any 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. 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. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof,
and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below).
“Insolvent” means, (I) with respect to the Company and its Subsidiaries, on a consolidated basis,
(i) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required
to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (ii) the Company and its Subsidiaries
are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured or (iii) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond
their ability to pay as such debts mature; and (II) with respect to the Company and each Subsidiary, individually, (i) the present
fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required
to pay its respective total Indebtedness, (ii) the Company or such Subsidiary (as the case may be) is unable to pay its respective
debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (iii)
the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond
its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business
or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such
Subsidiary’s remaining assets constitute unreasonably small capital.


 



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


 


(q)           Conduct
of Business; Regulatory Permits; No Violations. Neither the Company nor any of its
Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation,
preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or
their organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. 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 (including, without limitation, foreign, federal and state securities laws and regulations),
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 possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. 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 have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has
received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.


 



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(r)           Foreign
Corrupt Practices. Neither the Company nor any of its Subsidiaries nor any director,
officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions
for, or on behalf of, the Company or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(s)           Transactions
With Affiliates. Except as disclosed in Schedule 4(s), none of the officers,
directors, employees or affiliates of the Company or any of its Subsidiaries is presently a party to any transaction with the Company
or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from, or otherwise requiring payments to or from any such officer, director, employee or affiliate or, to the knowledge of
the Company or any of its Subsidiaries, any corporation, partnership, trust or other Person in which any such officer, director,
employee or affiliate has a substantial interest or is an employee, officer, director, trustee or partner.


 


(t)           Equity
Capitalization. As of the date hereof, the authorized capital stock of the Company
consists of (i) 49,800,000 Ordinary Shares, of which, 12,298,597 shares are issued and outstanding
and _________ shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than relating to the
Securities), (ii) 800,000 deferred A shares of £0.001 each, none of
which are issued and outstanding, (iii) 1,200,000 deferred B shares of £0.001 each,
633,333 of which are issued and outstanding even though expired, and (iv) (ii) 400,000 deferred C shares of £0.001
each, 400,000 shares of which are issued and outstanding. _______ Ordinary
Shares are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be,
validly issued and are fully paid and non-assessable. ______ shares of the Company’s issued and outstanding Ordinary
Shares on the date hereof are owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act
and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued
and outstanding Ordinary Shares are “affiliates” without conceding that any such
Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. Except
as disclosed in Schedule 4(t), (i) none of the Company’s or any Subsidiary’s capital stock is subject to preemptive
rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) 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 capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may
become bound to issue additional capital stock of the Company or any of its Subsidiaries 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 capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities,
notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company
or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing
statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) there are no
agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their
securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities
or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a
security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities and (viii) neither the Company nor any Subsidiary has any stock
appreciation rights, restricted stock units or “phantom stock” plans or agreements or any similar plan or agreement.
The Company has furnished to the Buyers true, correct and complete copies of the Company’s Memorandum of Association, as
amended and as in effect on the date hereof (the “Memorandum of Association”), and the Company’s Articles
of Association, as amended and as in effect on the date hereof (the “Articles of Association”), and the terms
of all securities convertible into, or exercisable or exchangeable for, Ordinary Shares and the
material rights of the holders thereof in respect thereto. 


 



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(u)           Indebtedness
and Other Contracts. Neither the Company nor any of its Subsidiaries (i) except as
disclosed in Schedule 4(n) or Schedule 4(u), has any outstanding Indebtedness (as defined below), (ii) is a party
to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract,
agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) is in violation of any term
of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults
would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement
or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is
expected to have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of all indentures,
agreements, notes, leases, mortgages, deeds or other instruments to which the Company or any Subsidiary is a party or by which
the Company or any Subsidiary is bound or affected that is material to the Company or any Subsidiary. “Indebtedness”
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed
as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance
with IFRS), other than (i) trade payables entered into in the ordinary course of business, (ii) in the amounts set forth on Schedule
4(u) or Schedule 5(d) hereto, trade payables relating to or arising from services provided by the Company’s intellectual
property counsel, and (iii) following the consummation of a Permitted Private Placement, trade payables entered into in the ordinary
course of business and trade payables relating to or arising from services provided by the Company’s intellectual property
counsel, (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments,
(D) all obligations evidenced by notes, bonds, debentures or similar instruments, or guarantees thereof, including obligations
so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising
under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property
or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such
agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any
leasing or similar arrangement which, in connection with IFRS, consistently applied for the periods covered thereby, is classified
as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest
or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though
the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all
Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G)
above; provided, however,
that, for the avoidance of doubt, any deferred compensation in respect of any of the Company’s officers, directors, employees,
agents or consultants shall not be deemed to constitute Indebtedness. “Contingent Obligation” means, as to
any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease,
dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the
primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole
or in part) against loss with respect thereto. “Person” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any
department or agency thereof. 


 



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(v)           Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, 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 or
any of the Company’s or its Subsidiaries’ officers or directors which is outside of the ordinary course of business
or individually or in the aggregate material to the Company or any of its Subsidiaries. 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.


 


(w)          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.


 


(x)           Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective
bargaining agreement or employs any member of a union. The Company believes that its and its Subsidiaries’ relations with
their respective employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key
employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to
leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary.
No executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition
agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with
respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and
foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment
and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


 



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(y)           Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property, and have good and marketable
title to all personal property, owned by them which is material to the business of the Company and its Subsidiaries, in each case,
free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do
not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property
and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property
and buildings by the Company or any of its Subsidiaries. 


 


(z)           Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or
licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights,
copyrights, original works, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual
property rights and all applications and registrations therefor (“Intellectual Property Rights”) necessary to
conduct their respective businesses as now conducted and as presently proposed to be conducted. None of the Company’s or
its Subsidiaries’ Intellectual Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate
or be abandoned, within three years from the date of this Agreement. The Company has no knowledge of any infringement by the Company
or any of its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought,
or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries
regarding their Intellectual Property Rights. The Company is not aware of any facts or circumstances which might give rise to any
of the foregoing infringements or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.


 


(aa)         Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all Environmental
Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license
or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected
to have, individually or in the aggregate, a Material Adverse Effect. “Environmental Laws” means all federal,
state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
(collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.


 



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(bb)         Subsidiary
Rights. The Company or one of its Subsidiaries has the unrestricted right to vote,
and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its
Subsidiaries as owned by the Company or such Subsidiary.


 


(cc)         Tax
Status. The Company and each of its Subsidiaries (i) has timely made or filed all
foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it
is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside
on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim. The Company is not operated
in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the U.S. Internal Revenue
Code of 1986, as amended.


 


(dd)        [RESERVED]


 


(ee)         Investment
Company Status. The Company is not, and upon consummation of the sale of the Securities
will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by
an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter”
for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended. 


 


(ff)          Subsidiary
Incorporated in Israel. The Company owns 100% of the outstanding capital stock of
Morria Biopharma Ltd. (“Morria Ltd.”), a corporation incorporated under the laws of the State of Israel and
a Subsidiary set forth on Schedule 4(a) hereto. As of the date hereof, Morria Ltd. has no operations and holds no assets.


 


(gg)        Transfer
Taxes. On each Closing Date, all stock transfer or other taxes (other than income
or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold
to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes
will be or will have been complied with.


 


(hh)        Public
Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding
company,” or an “affiliate” of a “holding company,” as such terms are defined in the Public Utility
Holding Act of 2005.


 



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(ii)           Federal
Power Act. None of the Company nor any of its Subsidiaries is subject to regulation
as a “public utility” under the Federal Power Act, as amended.


 


(jj)           No
Additional Agreements. The Company does not have any agreement or understanding with
any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction
Documents.


 


(kk)         Real
Property. Each of the Company and its Subsidiaries holds good title to all real property,
leases in real property, or other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real
Property”) owned by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all
mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other
encumbrances (collectively “Encumbrances”) and is not subject to any rights of way, building use restrictions,
exceptions, variances, reservations, or limitations of any nature except for (a) liens for current taxes not yet due, and (b) zoning
laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.


 


(ll)           Fixtures
and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title
to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property
and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures
and Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate
for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and
repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in
the manner as conducted prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free
and clear of all Encumbrances except for (a) liens for current taxes not yet due, and (b) zoning laws and other land use restrictions
that do not impair the present or anticipated use of the property subject thereto.


 


(mm)       Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of
its Subsidiaries nor, to the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any
of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business
entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly,
made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable
law, (a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant to any elective
or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the
Company or any of its Subsidiaries.


 


(nn)        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, without limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office
of Foreign Assets Control, 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 (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 



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(oo)        Ranking
of Notes. No Indebtedness of the Company will be senior to, or pari passu with,
the Notes in right of payment, whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution
or otherwise.


 


(pp)        FDA.
As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal
Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged,
labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company's knowledge,
threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint,
or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received
any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket
clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing
of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall,
suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any
Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries,
(iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent
decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws,
rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have
a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material
respects in accordance with all applicable laws, rules and regulations of the FDA or applicable foreign jurisdiction regulatory
bodies.  The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the
United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern
as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.


 



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(qq)        Disclosure.
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 is true and correct 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. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date
of this Agreement did not at the time of release contain any untrue statement of a material fact or omit 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 are 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, prospects, operations (including results thereof) or conditions
(financial or otherwise), 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. 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 3.


 


5.           COVENANTS.


 


(a)           Best
Efforts. Each Buyer shall use its best efforts to timely satisfy each of the conditions
to be satisfied by it as provided in Section 7 of this Agreement. The Company shall use its best efforts to timely satisfy each
of the conditions to be satisfied by it as provided in Section 8 of this Agreement.


 


(b)           Form
D and Blue Sky. The Company shall file a Form D with respect to the Securities as
required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before
the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for,
or to, qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue
Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence
of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company
under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required
under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable
“Blue Sky” laws), and the Company shall comply with all applicable federal, foreign, state and local laws, statutes,
rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.


 


(c)           Reporting
Status. The Company shall file a registration statement pursuant to Section 12 of
the Exchange Act on Form 20-F with the SEC on or before June __, 2012 and have such Form 20-F declared effective by December ___,
2012 (the earlier of the actual date on which the Form 20-F is declared effective or December ___, 2012, the “Self Filing
Effective Date”). From the Self Filing Effective Date until the earlier to occur of (i) the date on which the Buyers
shall have sold all of the Registrable Securities or (ii) the five (5) year anniversary of the date of this Agreement (such period
is referred to herein as 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.


 


(d)           Use
of Proceeds. The Company shall use the proceeds from the sale of the Securities as
approximately set forth in Schedule 5(d) hereof.


 



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(e)           Financial
Information. The Company agrees to send the following to each Investor (as defined
in the Registration Rights Agreement) during the Reporting Period (but in no event prior to the Self Filing Effective Date) unless
the following are publicly filed with the SEC through EDGAR or are otherwise available to the public, (i) within one (1) Business
Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 20-F, any interim reports or any consolidated balance
sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual,
any Reports of Foreign Private Issuer on Form 6-K and any registration statements (other than on Form S-8) or amendments filed
pursuant to the 1933 Act, (ii) on the same day as the release thereof, facsimile copies of all press releases issued by the Company
or any of its Subsidiaries and (iii) copies of any notices and other information made available or given to the stockholders of
the Company generally, contemporaneously with the making available or giving thereof to the stockholders.


 


(f)           Listing
or Quotation. As promptly as practicable after the Self Filing Effective Date, the
Company shall take all necessary actions to obtain listing or quotation for trading of the Ordinary
Shares on the OTC Bulletin Board (or any successor) (the “Principal Market”). If the Ordinary
Shares becomes listed or designated for quotation on any other Eligible Market (as defined below), then the Company shall
promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable Securities upon each national
securities exchange and automated quotation system, if any, upon which the Ordinary Shares 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 Registrable Securities from time to time issuable under the terms of the
Transaction Documents on such then applicable national securities exchange or automated quotation system. The Company shall take
all necessary actions to maintain the Ordinary Shares’ trading on the Principal Market.
If in the future, the Ordinary Shares become listed or designated for quotation on any of The
New York Stock Exchange, the NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market
(each, together with the Principal Market, an “Eligible Market”), the Company shall maintain the Ordinary
Shares’ listing or designation for quotation (as the case may be) on such market. Neither the Company nor any of its
Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension of the Ordinary
Shares on an Eligible Market on which the Ordinary Shares are then traded, listed or designated
for quotation. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(f).


 


(g)           Fees.
The Company shall reimburse Iroquois Master Fund Ltd. (“Iroquois”) or its designee(s) for all costs and expenses
incurred by it or its affiliates in connection with the transactions contemplated by the Transaction Documents (including, without
limitation, all legal fees and disbursements in connection therewith, structuring, documentation and implementation of the transactions
contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) in a non-accountable
amount equal to a total of $50,000, which amount shall be withheld by Iroquois from its Purchase Price at the Closing or paid by
the Company on demand by Iroquois if Iroquois terminates its obligations under this Agreement in accordance with Section 9 (as
the case may be), less $20,000 which was previously advanced to Iroquois by the Company. The Company shall be responsible for the
payment of any placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons engaged
by any Buyer) claimed by any person or entity as a result of commitments made by the Company and relating to or arising out of
the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense
(including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim
relating to any such payment, except for payments that are determined to be due to such third parties as a result of commitments
made by the Buyers. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own
expenses in connection with the sale of the Securities to the Buyers.


 



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(h)           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.


 


(i)            Disclosure
of Transactions and Other Material Information. From and after the Self Filing Effective
Date, 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, without the express prior written consent of such Buyer. From and after the Self Filing Effective Date, in
the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 5(o) by the Company, any of
its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable
good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer
shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material,
non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers,
directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their
respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the
Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions
contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press
release or other public disclosure with respect to such transactions (i) contemporaneously therewith and (ii) as is required by
applicable law and regulations (including, without limitation, any applicable law or regulation of the United Kingdom) (provided
that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other
public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and
shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release
or otherwise, except as may be required by applicable law and regulations (including, without limitation, any applicable law or
regulation of the United Kingdom). Notwithstanding anything contained in this Agreement to the contrary and without implication
that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall
have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed
by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)),
any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any
of its Subsidiaries.


 



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(j)            Additional
Registration Statements. Until the Applicable Date (as defined below) and at any time
thereafter while any Registration Statement is not effective or any prospectus contained therein is not available for use, the
Company shall not file a registration statement under the 1933 Act relating to securities that are not the Registrable Securities;
provided, however,
that the Company shall be permitted, at any time, to file and cause to become effective another registration statement for the
registration of shares of Common Stock (and/or warrants to purchase Common Stock) that do not constitute Registrable Securities,
or to include such securities in one or more Registration Statements, in connection with a Permitted Registration (as defined below).
“Applicable Date” means the first date on which the resale by the Buyers of all Registrable Securities is covered
by one or more effective Registration Statements (as defined in the Registration Rights Agreement) (and each prospectus contained
therein is available for use on such date). “Permitted Registration” shall mean the registration under the 1933
Act for resale, at any time, of shares of Common Stock and/or warrants to purchase Common Stock (but no other securities) issued
by the Company in a Permitted Private Placement (including, for the avoidance of doubt, the subsequent registration of any securities
issued in the Permitted Private Placement that were removed from a Registration Statement due to the rules and regulations of the
SEC). “Permitted Private Placement” shall mean the issuance by the Company of shares of Common Stock and/or
warrants to purchase Common Stock (but no other securities) in one (but no more than one) transaction conducted pursuant to a valid
exemption from registration under the 1933 Act, with the aggregate offering amount of such privately issued securities to be no
greater than $20,000,000, which transaction may occur on or about the date on which the Form 20-F referenced in Section 5(c) is
filed or at any time on or prior to the Self Filing Effective Date.


 



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(k)           Additional
Issuance of Securities. The Company agrees that for the period commencing on the date
hereof and until the Notes are no longer outstanding (the “Restricted Period”), neither the Company nor
any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose
of (or announce or commence marketing activities in respect of any issuance, offer, sale, grant of any option or right to purchase
or other disposition of) any equity security or any equity-linked or related security (including without limitation, any “equity
security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities, any debt,
any preferred stock or any purchase rights), on terms and conditions that are more favorable to the purchaser than the terms and
conditions as set forth in the Transaction Documents, including having an effective price per share less than $____1
(subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the like) and, in the case
of the incurrence of indebtedness, such indebtedness being senior to, or pari passu with, the Notes in right of payment,
whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise (any such issuance,
offer, sale, grant, disposition, announcement or commencement of marketing (whether occurring during the Restricted Period or at
any time thereafter) is referred to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section
5(k) shall not apply in respect of the issuance of (A) Ordinary Shares or standard options to
purchase Ordinary Shares to directors, officers, employees, consultants or agents of the Company
in their capacity as such pursuant to an Approved Share Plan (as defined below), provided that (1) during the Restricted Period
(but not thereafter), all such issuances (taking into account the Ordinary Shares issuable upon
exercise of such options) after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than the sum
of 774,000 Ordinary Shares (representing the shares authorized under the Company’s Approved
Share Plan as of the date of this Agreement) and any shares that are issuable in substitution for forfeited options (in each case,
adjusted for stock splits, stock combinations and other similar transactions occurring after the date of this Agreement) and (2)
the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable
thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely
affects any of the Buyers; (B) Ordinary Shares issued upon the conversion or exercise of Convertible
Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved
Share Plan that are covered by clause (A) above) issued prior to the date hereof, provided that the conversion or exercise (as
the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions
of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion or
exercise price of any such Convertible Securities (other than standard options to purchase Ordinary
Shares issued pursuant to an Approved Share Plan that are covered by clause (A) above) is not lowered (whether via amendment
or through the operation of the terms of such Convertible Security or any agreement relating thereto, including anti-dilution provisions),
none of such Convertible Securities are (other than standard options to purchase Ordinary Shares
issued pursuant to an Approved Share Plan that are covered by clause (A) above) (nor is any provision of any such Convertible Securities)
amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder
or decrease the conversion or exercise price thereof and none of the terms or conditions of any such Convertible Securities (other
than standard options to purchase Ordinary Shares issued pursuant to an Approved Share Plan that
are covered by clause (A) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any
manner that adversely affects any of the Buyers; (C) the Notes; (D) the Conversion Shares; (E) the Warrants; and (F) the Warrant
Shares (each of the foregoing in clauses (A) through (F), collectively the “Excluded Securities”). Notwithstanding
anything contained in this Agreement to the contrary, the Company shall have the unrestricted right, at any time, to take all actions
necessary (including the offering, sale and issuance of the related securities) to conduct a Permitted Private Placement and a
Permitted Registration. No securities issued in connection with a Variable Rate Transaction (as defined below) shall be an Excluded
Security. “Approved Share Plan” means the Company’s existing employee stock option plan or any other employee
benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant
to which Ordinary Shares and standard options to purchase Ordinary
Shares may be issued to any employee, officer or director for services provided to the Company in their capacity as such.
“Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries
that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which
otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation,
Ordinary Shares) or any of its Subsidiaries. 


 





 



1 Conversion
Price


 



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(l)            Reservation
of Shares. So long as any of the Notes or Warrants remain outstanding or unexpired
and unexercised, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance,
no less than 133% of the aggregate of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming
for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) and without taking
into account any limitations on the conversion of the Notes set forth therein) and (ii) the maximum number of Warrant Shares issuable
upon exercise of the Warrants (assuming that all Warrants are exercised and without taking into account any limitations on the
exercise of the Warrants set forth therein).


 


(m)          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 result, either
individually or in the aggregate, in a Material Adverse Effect.


 


(n)          Variable
Rate Transaction. Until none of the Notes and Warrants remain outstanding or unexpired
and unexercised, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any
Subsequent Placement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange
rate or other price that is based upon and/or varies with the trading prices of, or quotations for, the Ordinary
Shares at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange
price that is subject to being adjusted or reset at some future date after the initial issuance of such Convertible Securities
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market
for the Ordinary Shares, other than pursuant to a customary “weighted average” anti-dilution
provision or (ii) enters into any agreement (including, without limitation, an “equity line of credit” or an “at
the market offering”) whereby the Company or any Subsidiary may sell securities at a future determined price (other than
standard and customary “preemptive” or “participation” rights). Each Buyer shall be entitled to obtain
injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to
any right to collect damages.


 


(o)          Participation
Right. From the date hereof through the one year anniversary of the Closing Date,
neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company
shall have first complied with this Section 5(o). The Company acknowledges and agrees that the right set forth in this Section
5(o) is a right granted by the Company, separately, to each Buyer.


 



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(i)           At
least five (5) Trading Days prior to the Company making any binding offer of securities to a third party in a Subsequent Placement,
the Company shall deliver to each Buyer a written notice of its proposal or intention to make such a binding offer of securities
in a Subsequent Placement (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information
other than: (i) a statement that the Company proposes or intends to commence a Subsequent Placement, (ii) a statement that the
statement in clause (i) above does not constitute material, non-public information (except to the extent that the Company and its
counsel determine that such information constitutes material, non-public information under the rules and regulations of the SEC)
and (iii) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such
Subsequent Placement upon its written request. Upon the written request of a Buyer within three (3) Trading Days after the
Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly,
but no later than one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer
Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities
being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and
describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and
the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons (if known) to which or
with which the Offered Securities are intended to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange
with such Buyer in accordance with the terms of the Offer the Applicable Percentage (as defined below) of the Offered Securities,
provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 5(o) shall
be (a) based on such Buyer’s pro rata portion of the aggregate original principal amount of the Notes purchased hereunder
by all Buyers (the “Basic Amount”), and (b) with respect to each Buyer that elects to purchase its Basic Amount,
any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate
it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription
Amount”). As used herein, the “Applicable Percentage” shall be (X) 50% in respect of the Permitted
Private Placement and (Y) 100% in respect of any other Subsequent Placement of securities of the Company, subject, in each case,
to Section 5(o)(ix).


 


(ii)          To
accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion
of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic
Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then such Buyer who has
set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts
subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed
for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available
Undersubscription Amount”), such Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase
only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts
of all Buyers that have subscribed for Undersubscription Amounts (but in no event shall it be greater than such Buyer’s specified
Undersubscription Amount), subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the
foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer
Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th)
Business Day after such Buyer’s receipt of such new Offer Notice.


 



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(iii)         The
Company shall have ten (10) days from the expiration of the Offer Period above (i) to offer, issue, sell or exchange all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described
in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and
interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set
forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either
(x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent
Placement Agreement.


 


(iv)        In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the
terms specified in Section 5(o)(iii) above), then such Buyer may, at its sole option and in its sole discretion, reduce the number
or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or
amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 5(o)(iii) above multiplied by a fraction,
(i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or
exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 5(o) prior to such reduction) and
(ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to
reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange
more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the
Buyers in accordance with Section 5(o)(i) above.


 


(v)         Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from
the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance.
The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the
Company and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and
substance to such Buyer and its counsel.


 



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(vi)        Any
Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 5(o) may be issued, sold or exchanged
in the Subsequent Placement to which the Offered Securities related, but may not be otherwise issued, sold or exchanged in a later
Subsequent Placement until they are again offered to such Buyer under the procedures specified in this Agreement.


 


(vii)       The
Company and each Buyer agree that if any Buyer elects to participate in the Offer, the Subsequent Placement Agreement with respect
to such Offer and any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)
shall be in the same form and substance for such participating Buyers as the third-party purchasers in such Subsequent Placement
to which such Offer relates, but shall not include any term or provision whereby such Buyer shall be required to agree to any restrictions
on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver
or release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received
from the Company.


 


(viii)      Notwithstanding
anything to the contrary in this Section 5(o) and unless otherwise agreed to by such Buyer, the Company shall either confirm in
writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose
the execution of such Subsequent Placement Agreement, in either case, in such a manner such that such Buyer will not be in possession
of any material, non-public information, by the tenth (10th) day following the expiration of the Offer Period. If by
such tenth (10th) day, no public disclosure regarding a transaction with respect to the Offered Securities has been
made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed
to have been abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company
or any of its Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company
shall provide such Buyer with another Offer Notice in accordance with, and subject to, the terms of this Section 5(o) and such
Buyer will again have the right of participation set forth in this Section 5(o). The Company shall not be permitted to deliver
more than one Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the last sentence of
Section 5(o)(ii).


 


(ix)         The
restrictions contained in this Section 5(o) shall not apply in connection with (A) the issuance of any Excluded Securities or (B)
the issuance of securities pursuant to a transaction that is (I) a strategic transaction approved by a majority of the disinterested
directors of the Company, (II) the majority of the disinterested directors of the Company determines that such transaction shall
be in the best interests of the Company and (III) that any such issuance shall only be to a Person (or the equity holders of a
Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset or business subject to such
transaction, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities. The Company shall not circumvent the provisions of this
Section 5(o) by providing terms or conditions to one Buyer that are not provided to all Buyers.


 



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(p)           Passive
Foreign Investment Company. The Company shall conduct its business in such a manner
as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning of Section
1297 of the U.S. Internal Revenue Code of 1986, as amended.


 


(q)           Restriction
on Redemption and Cash Dividends. So long as any Notes are outstanding, the Company
shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company
without the prior express written consent of the Buyers.


 


(r)           Corporate
Existence. For so long as any of the Notes or Warrants remain outstanding or unexpired
and unexercised, the Company shall not be party to any Fundamental Transaction (as defined in the Notes) unless the Company is
in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes and the Warrants.


 


(s)           Issuance
of Equity Other Than for Cash. For so long as any of the Notes or Warrants remain
outstanding or unexpired and unexercised, the Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, issue shares of capital stock of the Company or any Subsidiary or securities convertible or exercisable into or
exchangeable for shares of capital stock of the Company or any Subsidiary (collectively, “Equity Securities”),
except (i) in a transaction where all such shares of capital stock are issued solely for cash or as compensation for services,
provided that in the case of compensation for services, such compensation for services is pursuant to a written agreement that
is approved by the Board of Directors, (ii) the issuance of Ordinary Shares or standard options
to purchase Ordinary Shares to directors, officers, employees, consultants or agents of the Company
in their capacities as such pursuant to an Approved Share Plan (which clause (ii) shall be subject to the limitations of Section
5(k) during the relevant period set forth thereunder) or (iii) the issuance of shares of capital stock in connection with a consolidation,
merger, acquisition or other bona fide business combination transaction (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement), provided that (A) such transaction is a strategic transaction that is approved by a majority
of the disinterested directors of the Company, (B) the majority of the disinterested directors of the Company determines that such
transaction shall be in the best interests of the Company, and (C) any such issuance shall only be to a Person (or to the equityholders
of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset or business subject to
such transaction, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities. For the avoidance of doubt, so long as any of the Notes
or Warrants remain outstanding or unexpired and unexercised, the Company shall not, and the Company shall cause each of its Subsidiaries
to not, directly or indirectly, issue shares of such capital stock in exchange for the satisfaction or cancellation, in whole or
in part, of any other securities or instruments, or any receivables, claims, judgments or other liabilities of the Company or any
Subsidiary.


 


(t)           [RESERVED]


 



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(u)           Exchange
Right. In addition to the other rights hereunder, from the date hereof until such
time as the Notes are no longer outstanding, in the event that the Company effects a Subsequent Placement, each Buyer may elect,
in its sole discretion, to exchange all or some of the Notes (but not the Buyer’s Warrants) then held by such Buyer for any
securities issued in a Subsequent Placement based on the outstanding Principal Amount of such Notes, along with any liquidated
damages and other amounts owing thereon, and the effective price and unit ratio in such Subsequent Placement; provided,
however, that this Section 5(u) shall not apply with respect to the issuance
of Excluded Securities. Each Buyer that elects to exchange its Notes in accordance with this Section 5(u) shall, for each $1.00
of Notes (including any liquidated damages and other amounts owing thereon) exchanged, receive such securities issued in the Subsequent
Placement that an investor in the Subsequent Placement would receive for each $1.00 invested by such investor. For the avoidance
of doubt, if the Subsequent Placement consists of units comprised of Common Stock and Common Stock purchase warrants, the Buyer
shall receive the same ratio of Common Stock and Common Stock purchase warrants which were sold in such Subsequent Placement received
by investors in the Subsequent Placement. The Company shall provide each Buyer with notice of any such Subsequent Placement in
the manner set forth in Section 5(o).


 


(v)         Transfer
of Assets to Morria Ltd. The Company covenants that, as a condition to any sale of
securities by Morria Ltd. or any transfer of assets by the Company or any Subsidiary to Morria Ltd., the Company and Morria Ltd.
will enter into security documents, in form and substance similar to the Security Documents, in which Morria Ltd. shall grant a
first priority security interest in all of its assets to the Buyers and counsel to Morria Ltd. shall deliver an opinion addressed
to the Buyers that the security documents are sufficient to grant a first priority security interest in all assets of Morria Ltd.
to the Buyers.


 


6.           REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.


 


(a)           Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to each holder of Securities), a register for the Notes and the Warrants in which the Company shall record the name and
address of the Person in whose name the Notes and the Warrants have been issued (including the name and address of each
transferee), the principal amount of the Notes held by such Person, the number of Conversion Shares issuable upon conversion of
the Notes and the number of Warrant Shares issuable upon exercise of the Warrants held by such Person. Prior to the Self Filing
Effective Date, the Company may act as its own register in respect of the Ordinary Shares. The
Company shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal
representatives.


 



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(b)           Transfer
Agent Instructions. As promptly as practicable after the Self Filing Effective Date,
the Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to
each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to
the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Buyer
or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time to time by
each Buyer to the Company upon conversion of the Notes or the exercise of the Warrants (as the case may be). The Company represents
and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6(b), will
be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely
transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction
Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 3(g), the Company shall
permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable
balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment.
In the event that such sale, assignment or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred
pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such
Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 6(d) below. The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each Buyer. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this Section 6(b) will be inadequate and agrees, in the
event of a breach or threatened breach by the Company of the provisions of this Section 6(b), that each Buyer shall be entitled,
in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance
and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company
shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s
transfer agent on each Effective Date (as defined in the Registration Rights Agreement). If a Buyer or any subsequent holder of
the Securities proposes to transfer the Securities held by such Person pursuant to Rule 144, the Company shall provide necessary
opinions to its transfer agent, if requested, provided that such Buyer or such subsequent holder, as the case may be, provides
the necessary representations as requested by the Company’s counsel. Any fees (with respect to the transfer agent, counsel
to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities
shall be borne by the Company.


 


(c)           Legends.
Each Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares
and the Warrant Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities
laws, and except as set forth in Section 6(d) below, the Securities shall bear any legend as required by the “blue sky”
laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against
transfer of such stock certificates):


 


NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE]
HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.


 



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(d)           Removal
of Legends. Certificates evidencing Securities shall not be required to contain the
legend set forth in Section 6(c) above or any other legend (i) while a registration statement (including a Registration Statement)
covering the resale of such Securities is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to
Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned
or transferred without restriction under Rule 144 (provided that a Buyer provides the Company with reasonable assurances that such
Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in
connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company
with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer
of the Securities may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not
required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and
pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2)
Trading Days following the delivery by a Buyer to the Company or the transfer agent (with notice to the Company) of a legended
certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form
necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be
required above in this Section 6(d), as directed by such Buyer, either: (A) provided that the Company’s transfer agent is
participating in the DTC Fast Automated Securities Transfer Program and such Securities are Conversion Shares or Warrant Shares,
credit the aggregate number of Ordinary Shares to which such Buyer shall be entitled to such
Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the
Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via
reputable overnight courier) to such Buyer, a certificate representing such Securities that is free from all restrictive and other
legends, registered in the name of such Buyer or its designee (the date by which such credit is so required to be made to the balance
account of such Buyer’s or such Buyer’s nominee with DTC or such certificate is required to be delivered to such Buyer
pursuant to the foregoing is referred to herein as the “Required Delivery Date”). 


 



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(e)           Failure
to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause
to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company
by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such
Buyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition
to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each Trading Day after the Required
Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 1% of the product of (A) the
number of Ordinary Shares not so delivered or credited (as the case may be) to such Buyer or
such Buyer’s nominee multiplied by (B) the Closing Sale Price of the Ordinary Shares on
the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly
deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee
with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer (or any other Person in respect,
or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) Ordinary Shares
to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of Ordinary Shares,
or a sale of a number of Ordinary Shares equal to all or any portion of the number of Ordinary
Shares, that such Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all
other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s request and in
such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price
(including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares
so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”),
at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall
terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or
certificates or credit such Buyer’s DTC account representing such number of Ordinary Shares
that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an
amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant
Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by
(B) the lowest Closing Sale Price (as defined in the Warrants) of the Ordinary Shares on any
Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Conversion
Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). 


 


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


 


(a)           The
obligation of the Company hereunder to issue and sell the applicable Securities to each Buyer at the Closing is subject to the
satisfaction, at or before the 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:


 


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


 


(ii)          Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of Iroquois at the time of
the Closing, the amounts withheld pursuant to Section 5(g)) for the Securities being purchased by such Buyer at the Closing by
wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.


 


(iii)         The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as
of the 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 as of such 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 the Closing Date.


 



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


 


(a)           The
obligation of each Buyer hereunder to purchase the applicable Securities at the Closing is subject to the satisfaction, at or before
the 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:


 


(i)           The
Company and each Subsidiary (as the case may be) 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 the Securities being purchased by such
Buyer at the Closing pursuant to this Agreement (which, in relation to the Closing, shall be (A) the aggregate original principal
amount of the Notes set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, and (B) a Warrant to initially
acquire up to the aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule
of Buyers).


 


(ii)          Such
Buyer shall have received the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Company’s U.S. counsel,
dated as of the Closing Date, in the form and substance acceptable to such Buyer and addressing such legal matters as such Buyers
may reasonably request.


 


(iii)         Such
Buyer shall have received the opinion of Fladgate LLP, the Company’s U.K. counsel, dated as of the Closing Date, in the form
and substance acceptable to such Buyer and addressing such legal matters as such Buyers may reasonably request.


 


(iv)        Such
Buyer shall have received the opinion of Pearl Cohen Zedek Latzer, the Company’s Israeli counsel, dated as of the Closing
Date, in the form and substance acceptable to such Buyer and addressing such legal matters as such Buyers may reasonably request.


 


(v)         [RESERVED]


 


(vi)        The
Company shall have delivered to such Buyer a certificate evidencing the formation, qualification and/or good standing of the Company
and each of its Subsidiaries in each such entity’s jurisdiction of formation and each jurisdiction in which they are qualified
(or should be qualified) to do business, issued by the Secretary of State (or comparable office) of such jurisdictions, of formation,
qualification and/or good standing as of a date within ten (10) days of the Closing Date.


 


(vii)        The
Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Companies House
of the Company’s jurisdiction of incorporation within ten (10) days of the Closing Date.


 



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(viii)       The
Company and each Subsidiary shall have delivered to such Buyer certificates, in the form acceptable to such Buyer, executed by
the Secretary of the Company and each Subsidiary (or another officer, if such entity does not have a secretary) and dated as of
the Closing Date, as to (i) the resolutions consistent with Section 4(b) as adopted by the Company’s and each Subsidiary’s
board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the
organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws of each Subsidiary, each as in effect
at the Closing.


 


(ix)         Each
and every representation and warranty of the Company shall be true and correct as of the date when made and as of the 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 as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
Such Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing
effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.


 


(x)           The
Company shall have delivered to such Buyer a certificate from the Company’s transfer agent (which, for the avoidance of doubt,
may be the Company) certifying the number of Ordinary Shares outstanding on the Closing Date
immediately prior to the Closing and certain other matters typically covered by a transfer agent’s certificate.


 


(xi)         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.


 


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


 


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


 


(xiv)       In
accordance with the terms of the Security Documents, the Company shall have delivered to such Buyer (i) certificates representing
the Subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated capital
stock, along with duly executed blank stock powers and (ii) appropriate financing statements (or their foreign equivalents) to
be duly filed in such office or offices in the State of Delaware, the United Kingdom, Israel and any other jurisdiction as may
be necessary or, in the opinion of the Buyers, desirable to perfect the security interests purported to be created by each Security
Document.


 



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(xv)        The
Company shall have delivered to such Buyer a Consent Letter executed by Yissum Research Development Company of the Hebrew University
of Jerusalem, the Company, and Morria Biopharmaceuticals, Inc., in the form set forth in Exhibit G hereto.


 


(xvi)       The
Company shall have delivered to such Buyer an Amendment to Sublicense Agreement executed by the Company and Morria Biopharmaceuticals,
Inc., in the form set forth in Exhibit H hereto


 


(xvii)      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.


 


9.           TERMINATION.



 


In the event that the
Closing shall not have occurred with respect to a Buyer within ten (10) days after 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 9 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 Notes and the Warrants 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 in Section 5(g) above. Nothing contained in this Section 9 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.


 


10.         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. Each party 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 with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. 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 IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 


 



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(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)           Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding
anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following
is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or
its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including
without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted
under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant
the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment
or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount
shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as
would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding,
at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be
paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges,
fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related
thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable
law, such amounts shall be pro-rated over the period of time to which they relate.


 



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(e)           Entire
Agreement; Amendments. This Agreement, the other Transaction Documents, the Disclosure
Schedules and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede
all other prior oral or written agreements between the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting
on their behalf solely with respect to the matters contained herein and therein, and this Agreement, the other Transaction Documents,
the Disclosure Schedules and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein
contain the entire understanding of the parties solely with respect to the matters covered herein and therein; provided, however,
nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any
agreements any Buyer has entered into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries
prior to the date hereof with respect to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or
amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any
other Person, in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries
and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries prior to the date hereof,
and all such agreements and instruments shall continue in full force and effect. 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. For
clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an
instrument in writing signed by the Company and the Required Buyers (as defined below), and any amendment to any provision of this
Agreement made in conformity with the provisions of this Section 10(e) shall be binding on all Buyers and holders of Securities,
as applicable, provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders
of the Securities then outstanding or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written
consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective unless it is in
writing and signed by an authorized representative of the waiving party, provided that the Required Buyers may waive any provision
of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 10(e)
shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the
extent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as
to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which
may be granted or withheld in such Buyer’s sole discretion). No consideration shall be offered or paid to any Person to amend
or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also
is offered to all of the parties to the Transaction Documents, all holders of Notes or all holders of the Warrants (as the case
may be). The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of
the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the
foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has
any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer
to enter into this Agreement, the Company expressly acknowledges and agrees that no due diligence or other investigation or inquiry
conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall
modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this
Agreement or any other Transaction Document. “Required Buyers” means each of the following: (i) Buyers having
Purchase Prices in the aggregate that are at least equal to a majority of the aggregate Purchase Prices for all Buyers and (ii)
Iroquois.


 



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(f)           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, if delivered personally; (ii) when sent, if sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party);
(iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the
sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server
that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, 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, facsimile numbers and e-mail addresses for such communications shall be:


 


If to the Company:


 


Mark Cohen


Chairman – Morria Biopharmaceuticals
PLC


c/o Pearl Cohen Zedek Latzer,
LLP


1500 Broadway


New York, NY 10036


Telephone: (646) 878-0804

Facsimile: (646) 878-0801

Email: markc@pczlaw.com


 


With a copy (for informational
purposes only) to:


 


Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.


666 Third Avenue


New York, NY 10017


Telephone: (212) 935-3000

Facsimile: (212) 983-3115

Attention: Kenneth R. Koch, Esq.


Jeffrey
P. Schultz, Esq.


 



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If to a Buyer, to its address, facsimile
number or e-mail address set forth on the Schedule of Buyers.


 


or to such other address, facsimile number
or 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) mechanically or electronically generated by the sender’s facsimile
machine containing the time, date and recipient facsimile number or (C) provided by an overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i),
(ii) or (iv) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall
be rebuttable evidence of receipt by e-mail in accordance with clause (iii) above.


 


(g)           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns, including, as contemplated below, any assignee of any of the Securities. The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required
Buyers, including, without limitation, by way of a Fundamental Transaction (as defined in the Warrants) (unless the Company is
in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes and the Warrants). On or
prior to the Closing Date, a Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Company. 


 


(h)           No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, other than the Indemnitees referred to in Section 10(k).


 


(i)            Survival.
The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its
own representations, warranties, agreements and covenants hereunder.


 


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


 



    	38



    	 



    

 


(k)           Indemnification.
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 each holder of any Securities and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors 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 (a) any misrepresentation or breach of any representation
or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (b) any breach of any covenant, agreement
or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (c) 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
the following (except that the Company shall not have any obligations hereunder to such Buyer as a result of a breach of any of
the Transaction Documents by such Buyer): (i) the execution, delivery, performance or enforcement of any of the Transaction Documents,
(ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance
of the Securities, (iii) any disclosure properly made by such Buyer pursuant to Section 5(i), or (iv) 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 as otherwise set forth herein, the mechanics and procedures with respect to the
rights and obligations under this Section 10(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.


 


(l)            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. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty. Each and every reference to share prices, Ordinary
Shares and any other numbers in this Agreement that relate to the Ordinary Shares shall
be automatically adjusted for stock splits, stock combinations and other similar transactions that occur with respect to the Ordinary
Shares after the date of this Agreement.


 


(m)          Remedies.
Each Buyer and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and all
rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event
that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case may
be) obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers. The Company
therefore agrees that the Buyers shall be entitled to seek specific performance and/or temporary, preliminary and permanent injunctive
or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages
and without posting a bond or other security.


 



    	39



    	 



    

 


(n)           Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without limiting
any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a
Transaction Document and the Company or any Subsidiary does not timely perform its related obligations within the periods therein
provided, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company
or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future
actions and rights.


 


(o)           Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to
any Buyer hereunder or pursuant to any of the other Transaction Documents or any of the Buyers enforce or exercise their rights
hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded,
repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation,
any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar
amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated
in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on
the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted
into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant
date of calculation.


 


(p)           Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under
the Transaction Documents are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible
in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or
in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the
Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or
any other kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity
with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company
acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect
to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities
pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that
no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other
Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing
its rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated
with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel
and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer
to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase
and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer,
and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do
so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers
collectively and not between and among the Buyers.


 


[signature
pages follow]


 



    	40



    	 



    

  


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


  


	 	COMPANY:
	 	 
	 	morria
    biopharmaceuticals plc
	 	 	 
	 	By:	/s/ YUVAL
    COHEN 
	 	 	Name: Yuval Cohen
	 	 	Title: President


 



    	 



    	 



    

 


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


 


Name of Buyer: Iroquois
Master Fund Ltd.


 


Signature of
Authorized Signatory of Buyer: /s/ JOSHUA
SILVERMAN


 


Name of Authorized Signatory:  Joshua
Silverman


 


Title of Authorized Signatory:  Authorized
Signatory


 


Email Address of Authorized
Signatory:


 


Facsimile Number of Authorized
Signatory:


 


Address for Notice to
Buyer:


 


Address for Delivery
of Securities to Buyer (if not same as address for notice):


 


Purchase Price: 500,000


 


Principal Amount of Note:
550,000


Warrant Shares: 321,637


 



    	 



    	 



    

 


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


 


	Name of Buyer:	Alpha Capital Anstalt
	 	 
	Signature of Authorized Signatory of Buyer.  	/s/ KONRAD ACKERMANN
	 	 
	Name of Authorized .Signatory:	Konrad Ackermann
	 	 
	Title of Authorized Signatory:	Director


 


Email Address of Authorized
Signatory:


 


Facsimile Number of
Authorized Signatory: 0041 71 477 35 04


 


Address for Notice
to Buyer:


 


Pradafant 7


LI-9490־ Vaduz


Furstentum Liechtenstein


 


Address for Delivery
of Securities to Buyer (if not same as address for notice):


 


c/0 . LH Financial
Services


150 Central Park South
2nd Floor


New York NY 10019


Tel: 212.586.8224
/ 6467479622


Fax: 212.586/8244 /
Efax: 718.374.5304


 


Purchase Price: $500,000


 


Principal Amount of Note:
$550,000


Warrant Shares: 321,637


 



    	 



    	 



    

 


SCHEDULE OF BUYERS


 


	(1)	 	(2)	 	(3)	 	(4)	 	(5)	 
	 	 	 	 	 	 	 	 	 	 
	Buyer	 	
        Address and Facsimile

        Number
	 	
        Principal Amount

        of Note
	 	
        Number of

        Warrant Shares
	 	Purchase Price	 
	 	 	 	 	 	 	 	 	 	 
	Iroquois Master Fund Ltd.	 	
        Iroquois Master Fund Ltd.

        641 Lexington Avenue, 26th Floor

        New York, New York 10022

        Facsimile: (212) 207-3452
	 	$	550,000	 	321,637	 	$	500,000	 
	 	 	 	 	 	 	 	 	 	 
	
        Alpha
Capital Anstalt
	 	
        Address for Delivery of Securities:

        c/o LH Financial Services 150 Central Park
        South 2nd F1

        New York, NY 10019 Facsimile: (212) 586-8244
	 	$	550,000	 	321,637	 	$	500,000	 
	 	 	 	 	 	 	 	 	 	 
	Totals:	 	 	 	$	1,100,000	 	643,274	 	$	1,000,000