Exhibit 10.1


 


AMENDED
AND RESTATED ASSET PURCHASE AGREEMENT


 


This Amended and Restated
Asset Purchase Agreement (this “Agreement”) is dated as of June 22, 2018, by and between Arcturus Therapeutics
Ltd. (f/k/a Alcobra, Ltd.), an Israeli corporation (together with Arcturus (as defined below), its U.S. subsidiary, “Seller”),
Amiservice Development Ltd., a BVI corporation (“Buyer”) and Vallon Pharmaceuticals, Inc., a Delaware corporation
(“Company”) (Seller, Buyer and Company are sometimes referred to collectively as the “Parties,”
and individually as a “Party”).


 


WITNESSETH:


 


WHEREAS, the Parties
(other than Company) entered into that certain Asset Purchase Agreement dated November 15, 2017 (the “Original Execution
Date”), as amended by that certain First Amendment to Asset Purchase Agreement dated December 22, 2017 (as so amended,
the “Purchase Agreement”);


 


WHEREAS, in accordance
with Section 11.4 of the Purchase Agreement, the Parties now desire to amend, restate, and supersede the Purchase Agreement in
its entirety as set forth in this Agreement;


 


WHEREAS, Seller has
been engaged in the research and development of a proprietary abuse-deterrent immediate release dextro-amphetamine drug called
ADAIR that is intended for use to treat ADHD and narcolepsy (the drug, ADAIR, is referred to herein as the “Product”);


 


WHEREAS, Buyer has
previously made a capital infusion into Seller in the amount of $250,000 (the “Exclusivity Payment”);


 


WHEREAS, Buyer has
formed Company and Buyer and Company intend to facilitate the quotation of Company’s common stock (including the Purchase
Shares (as defined below)) on the OTC (as defined below) in the United States;


 


WHEREAS, subject to
the terms set forth herein, at the Closing, Company shall purchase from Seller and Seller shall sell to Company all right, title
and interest in and to the Transferred Assets (as defined below), in consideration for the Purchase Shares, all upon the terms
and subject to the conditions set forth in this Agreement; and


 


WHEREAS, Buyer has
undertaken and committed, either alone or together with additional investors, to invest $3.0 million, including the Exclusivity
Payment, which investment amount shall be used to continue the Program (as defined below).


 


NOW, THEREFORE, in
consideration of the terms of this Agreement and intending to be legally bound, the Parties hereby amend and restate the Purchase
Agreement in its entirety as follows:


 






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Article
I.

DEFINITIONS


 


The following terms,
as used herein, shall have the following meanings:


 





“Affiliate”
shall mean, with respect to a Party, any person, organization or entity controlling, controlled by or under common control with,
such Party. For purposes of this definition only, “control” of another person, organization or entity shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the activities, management or policies of
such person, organization or entity, whether through the ownership of voting securities, by contract or otherwise. Without limiting
the foregoing, control shall be presumed to exist when a person, organization or entity (i) owns or directly controls more than
fifty percent (50%) of the outstanding voting shares or other ownership interest of the other organization or entity, or (ii) possesses,
directly or indirectly the power to elect or appoint the majority of the members of the governing body of the organization or other
entity.


 


“Alcobra Merger
Sub” means Aleph MergerSub Inc., a Delaware (USA) corporation.


 


“Arcturus”
means Arcturus Therapeutics, Inc., a Delaware (USA) corporation.


 


“Arcturus
Assets” means any and all assets of Arcturus of any nature whatsoever including, without limitation, research and development
programs, patent rights, trade secrets, data, intellectual property rights, that came within the possession or control of Seller
by virtue of the consummation of the transactions contemplated by the Merger Agreement.


 


“Assigned
Contracts” shall have the meaning ascribed thereto in Section 2.1(d) hereof.


 


“Assumed Liabilities”
means only the Liabilities that Buyer has expressly assumed or agreed to assume under Section 2.3. For the avoidance of doubt,
the Assumed Liabilities shall include, among other things, the items set forth on Schedule 1, as such Schedule may be supplemented
from time to time before the Closing by mutual consent of the Parties.


 


“Books and
Records” means all books, ledgers, files, reports, plans, records, manuals and other materials, including books of account,
records, files, correspondence and memoranda, scientific records and files (including laboratory notebooks and invention disclosures),
data, and specifications and inventory records (in any form or medium), suppliers lists, contact information, historical records,
payment history, marketing materials (if any), historical purchase orders and invoices, all data bases and related documentation,
books and records regarding regulatory compliance, quality assurance, operating procedures, and all other information primarily
used in connection with the Product and/or the Program and/or are specifically related to the Transferred Assets and/or Product
development but excluding, in each case: (a) any such items to the extent (i) such items are included in any Excluded Assets or
Excluded Liabilities or (ii) any Law prohibits their transfer; (b) the items specified in Section 2.2(d) and (c) the Arcturus Assets.


 


“Business
Day” means, Monday through Friday, inclusive, with the exceptions of national holidays in the State of New York, United
States.


 


“Capsugel”
means Capsugel US, LLC, M.W. Encap Limited and other entities included in the Capsugel group.


 


“Capsugel
Agreements” means, collectively, the Development and Clinical Manufacture Services Agreement by and between Seller
and M.W. Encap Limited, dated June 29, 2015, the Service Proposal between the Seller and M.W. Encap Limited dated April 29,
2015, the Manufacturing Term Sheet by and between the Seller and Capsugel US, LLC dated Feb 2, 2016 and the Quality Agreement
by and between the Seller and M.W. Encap Limited signed on April 2, 2017 as such agreements may be amended from time to
time.


 






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“Copyrights”
means copyrights and registrations and applications therefor, works of authorship, content (including website content) and mask
work rights.


 


“Contracts”
means any agreement, bond, debenture, note, mortgage, indenture, guarantee, lease, contract, sub-contract, purchase order, commitment,
instrument, obligation, undertaking, license or legally binding arrangement or understanding, whether written or oral.


 


“Closing”
shall have the meaning ascribed thereto in Section 2.6 hereof with respect to the closing of the transactions contemplated thereby.


 


“Closing Date”
shall have the meaning ascribed thereto in Section 2.6 hereof.


 


“Encumbrances”
means any and all leases, charges, claims, equitable interests, liens, options, rights of refusal, pledges, mortgage, assignments,
security interests, sales contracts, license agreements or arrangements, any liability whatsoever to make any payment by way of
royalties, fees or otherwise, or any restrictions, obligations or encumbrances or similar rights of any kind with respect to the
Transferred Assets.


 


“Exploit”
or “Exploitation” means develop, design, test, modify, improve, manufacture, make, use, sell, offer to sale,
promote, lease, exploit, have made, used and sold, import, export, distribute and make other dispositions, reproduce, market, distribute,
license, sublicense and commercialize.


 


“Fully Diluted
Basis” means assuming the exercise or conversion of all options, warrants, convertible debentures, convertible securities
or any other securities or contractual rights or powers to purchase Company’s securities, existing or reserved for grant
and issuance as of immediately following the Closing, including all options issuable pursuant to Company’s stock option plans
after giving effect to the reservation of shares for such stock option plans, and after giving effect to all anti-dilution rights
and adjustments that may be activated as a result of the transactions contemplated by this Agreement, to the extent applicable
including without limitation the issuance of securities in connection with the aggregate investment of $3.0 million in Company
contemplated under this Agreement.


 


“Government
Entity” means any governmental or quasi-governmental authority, whether federal, state, municipal, local or foreign authority
of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental
or quasi-governmental powers).


 


“Governmental
Authorizations” means all licenses, permits, certificates and other authorizations, consents, waivers and approvals issued
by or obtained from a Government Entity or self-regulatory organization relating to the Product or the Program.


 






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“Intellectual
Property” means all worldwide intellectual property rights, including without limitation, rights in and to the following:
(a) all Patents; (b) all Marks; (c) all Copyrights; (d) all data and databases; and (e) all Trade Secrets, discoveries, concepts,
ideas, know-how, inventions (whether patentable or unpatentable, whether or not reduced to practice, whether or not in an invention
disclosure and whether or not in writing), processes, moral rights, right of priority and technical data.


 


“Know-How”
means the know-how, information, technology, formulae, data, designs, drawings and specifications, associated with, and inventions
described in, the Patent Application, any other proprietary information required for the Exploitation of the Patent Rights and
any intellectual property rights related thereto including all technical reports and documentation, chemical data and laboratory
data and notebooks available to Seller relating to the Patent Application, the Product or the Program; (ii) any material, data,
correspondences and information in connection with the discussions and negotiations between Seller and any potential partner or
collaborator for the Program; and (iii) any material, data, correspondences and information in connection with the Contracts and
the activities taken thereunder.


 


“Law”
means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction, writ, treaty, constitution, decree, directive,
permit license or decree enacted, issued, promulgated, enforced or entered by or under the authority of any Government Entity or
self-regulatory organization.


 


“Liabilities”
means (i) any and all indebtedness of Seller, whether or not evidenced by any contract, to the extent related to the Transferred
Intellectual Property, the Product or the Program, and (ii) all liabilities, duties and obligations of, and claims against, or
relating to Seller, or to the ownership, possession or use of any of the Transferred Assets or any other assets by Seller, in each
case whether accrued, unaccrued, matured, unmatured, absolute, contingent, known or unknown, asserted or unasserted and whether
now existing or arising at any time prior to, at, or after the Closing.


 


“Marks”
means all United States and foreign trademarks, service marks, trade names, service names, brand names, trade dress rights, logos,
Internet domain names and corporate names, together with the goodwill associated with any of the foregoing, and all applications,
registrations and renewals thereof.


 


“Material
Adverse Effect” means any change, occurrence, effect, state of facts, circumstance, event, condition, violation, or
development (each, a “Change”) that individually, or taken together with all other Changes that have occurred
prior to the date of determination of the occurrence of the Material Adverse Effect, is or could reasonably be expected to
(a) be materially adverse in connection with the Program, or (b) prevent or materially delay the performance by the Seller,
Buyer or Company, as applicable, of their material respective obligations under this Agreement or the transactions
contemplated hereby. Notwithstanding the above, any actions taken by Seller in connection with the strategic process it
conducts, or occurrence relating to such strategic process and any potential acquisition transaction, shall not be deemed to
constitute, or contribute to the occurrence of a Material Adverse Effect if such actions or events do not directly and
adversely affect the transaction contemplated under this Agreement or do not delay the Closing by more than sixty (60) days
from the actual date set for the Closing, in accordance with the terms and conditions hereunder.


 






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“Merger Agreement”
means that certain Agreement and Plan of Merger and Reorganization among Arcturus Therapeutics Ltd. (f/k/a Alcobra, Ltd.), Alcobra
Merger Sub and Arcturus, dated September 27, 2017.


 


“Order”
means any order, writ, injunction, judgment, decree, ruling, award, assessment or arbitration award of any Government Entity or
arbitrator.


 


“Patent/Patent
Application” means the following patent and patent applications that were filed with the U.S. Patent and Trademark Office:


 


	
         

        Title/Mark
	Application 

No.	Application 

Date	Category 

Description
	ABUSE DETERRENT FORMULATIONS OF AMPHETAMINE	
         62/455,227
	
        2/6/2017
	
         Provisional

	ABUSE DETERRENT FORMULATIONS OF AMPHETAMINE	18/017,019	2/6/2018	Non-Provisional from Provisional
	ABUSE DETERRENT FORMULATIONS OF AMPHETAMINE	
         15/943,131
	
        4/2/2018
	Non-Provisional from Provisional
	 	 	 	 


 


	
         

        Title/Mark
	Patent No.	Issue Date	Category 

Description
	ABUSE DETERRENT FORMULATIONS OF AMPHETAMINE	
         U.S. 9,931,303
	
        4/2/2018
	Non-Provisional from Provisional
	 	 	 	 


 


“Patent Rights”
means the Patent Application as well as, without limitation, all related provisional applications, corresponding applications,
applications claiming priority, continuations, continuations-in-part, divisions, reissues, renewals, and all patents granted thereon,
and all patents-of-addition, reissue patents, reexaminations and extensions or restorations by existing or future extension or
restoration mechanisms, including, without limitation, supplementary protection certificates or the equivalent thereof, rights
to claim priority and other Governmental Entity-issued indicia of invention ownership (including certificates of invention, petty
patents, and patent utility models).


 


“Patents”
means any and all (a) issued patents, (b) patent applications, including all applications and filings made pursuant to the
Patent Cooperation Treaty, provisional applications, substitutions, continuations, continuations-in-part, divisionals,
converted provisionals, continued prosecution applications and renewals, and all letters of patent granted with respect to
any of the foregoing, (c) patents of addition, restorations, extensions, supplementary protection certificates, registration
or confirmation patents, utility models, petty patents and design patents, patents resulting from post-grant proceedings,
inter partes reviews, oppositions and other existing or future post-issuance proceedings, and extensions, revalidations,
reissues, re-examinations and supplemental examinations, (d) inventor’s certificates and (e) other forms of government
issued rights substantially similar to any of the foregoing.


 






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“Permits”
means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained,
or required to be obtained, from a Government Entity.


 


“Person”
means any individual, sole proprietorship, partnership, corporation, limited liability company, joint venture, unincorporated society
or association, trust or other legal entity or Governmental Entity.


 


“Pre-Clinical
Data” means data resulting from any and all pre-clinical animal studies and other non-clinical studies of the Product
generated by or for Seller, together with the applicable protocol, if any, for each such study.


 


“Product”
has the meaning ascribed to it in the first recital of this Agreement.


 


“Program”
means all of Seller’s research and pre-clinical drug development activities primarily related to the development of the Product.


 


“Related Party”
means, with respect to a specified Person, (i) an Affiliate and (ii) any Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with such Person (control having the meaning set forth under
the Affiliate provision). In addition to the foregoing, if the specified Person is an individual, the term “Related Party”
also includes (a) the individual’s spouse, (b) the members of the immediate family (including parents, siblings and children)
of the individual or of the individual’s spouse and (c) any corporation, limited liability company, general or limited partnership,
trust, association or other business or investment entity that directly or indirectly, through one or more intermediaries controls,
is controlled by or is under common control with any of the foregoing individuals.


 


“Restricted
Business” shall mean the development of any drug candidate that is intended or approved for the treatment of ADHD or
narcolepsy and that is intended to be abuse-deterrent.


 


“Seller Affiliate”
shall mean, with respect to Seller, a Person, organization or entity which Seller controls, is controlling Seller or is under common
control with Seller through (i) owning or directly or indirectly controlling more than fifty percent (50%) of the outstanding
voting shares or other ownership interest of such organization or entity, or (ii) possessing, directly or indirectly, the power
to elect or appoint the majority of the members of the governing body of such organization or entity.


 


“Tax”
means any: (i) net income, alternative or add-on minimum, gross income, gross receipts, sales, use, ad valorem, value added,
transfer, franchise, fringe benefit, share capital, profits, license, registration, withholding, payroll taxes, (ii)
employment, unemployment, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible),
environmental or windfall profit tax, (iii) social security (or equivalent), national insurance (‘bituach
leumis’), national health insurance (‘bituach briyut’), (iv) escheat, custom, duty or other tax,
governmental fee or other like assessment or charge of any kind whatsoever; together with any interest or any penalties,
additions to tax or additional amounts (whether disputed or not) imposed by any Taxing Authority.


 






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“Tax Returns”
means any return, declaration, report or form (including claim for refund, estimated Tax returns and reports, withholding Tax returns
and reports, information returns and reports or statement or other document relating to Taxes, including any schedule or attachment
thereto, and including any amendment thereof) required to be filed with respect to Taxes.


 


“Taxing Authority”
means any Governmental Entity responsible for the administration or imposition of any Tax (domestic or foreign).


 


“Trade Secrets”
means any and all trade secrets or other information of a confidential or proprietary nature (including know-how, inventions, discoveries,
source code, algorithms, methods, processes, designs, techniques, specifications, technology, business and technical information
and customer lists, improvements, database, data compilations and collections, tools, and all rights in any of the foregoing) which
(i) derives economic value from not being generally known to, and not being readily ascertainable by proper means by, other Persons
who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy.


 


“Transferred
Assets” shall have the meaning ascribed thereto in Section 2.1 hereof.


 


“Transferred
Intellectual Property” means all Intellectual Property that is owned or licensed or sublicensed to Seller and primarily
related to the Product or otherwise used or held for use by Seller primarily in connection with the Program, including the Patent
Rights, Pre-Clinical Data and Know-How.


 


Article
II.

TERMS OF THE TRANSACTION


 


Section
2.1                      
Purchase and Sale of Transferred Assets. On the terms and subject to the conditions set forth herein, at the
Closing, Seller shall sell, convey, transfer, assign and deliver to Company, and the Buyer shall cause Company to purchase and
acquire from Seller, all of Seller’s right, title and interest, as of the Closing, in and to the following assets, insofar
as they relate primarily to, the Product or the Program, whether tangible or intangible, real, personal or mixed, of every kind
and description, wherever located, free and clear of all Liabilities (other than the Assumed Liabilities) or Encumbrances (collectively,
the “Transferred Assets”):


 


(a)              
the Product;


 


(b)             
all Transferred Intellectual Property, wherever held or registered, and the right to sue and collect damages related
thereto for past, present and future infringement of any of the foregoing;


 


(c)               the
right to claim priority to the provisional applications listed on Schedule 2.1(c) (the “Provisional Applications”)
with respect solely to any subject matter disclosed therein;


 






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(d)             
 the Contracts listed on Schedule 2.1(d) (the “Assigned Contracts”);


 


(e)              
[Reserved.];


 


(f)              
all causes of action, lawsuits, judgments, claims and demands (“Actions”) of any nature available
to or being pursued by Seller to the extent primarily related to the Product, the Program or any of the Transferred Assets whether
arising by way of counterclaim or otherwise. For the avoidance of doubt, neither Buyer nor Company shall assume any responsibility
for any Actions against Seller or which derive from the use of Transferred Assets by Seller prior to the Closing;


 


(g)             
all credits, prepaid expenses, deferred charges, advance payments, security or other deposits, prepaid items, duties,
and right to offset, to the extent exclusively related to the Product as set forth on Schedule 2.1(g) attached hereto;


 


(h)             
all Books and Records;


 


(i)              
All Governmental Authorizations listed on Schedule 2.1(i) granted to Seller prior to Closing with respect
to the Product, the Transferred Intellectual Property or the Program;


 


(j)               
all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent
related to any Transferred Assets; and


 


(k)              
all other tangible or Intellectual Property assets of Seller that are related to, used with, or held or required
in any way for use in the commercialization of the Product.


 


Notwithstanding the
foregoing or anything elsewhere in this Agreement to the contrary, the transfer of the Transferred Assets pursuant to this Agreement
shall not include the assumption of any Liabilities related to the Transferred Assets unless Company expressly assumes such Liabilities
pursuant to Section 2.3.


 


Section
2.2                      
Excluded Assets. Notwithstanding anything to the contrary herein, Transferred Assets shall not include, and
Seller shall retain all of its existing right, title and interest in and to, and shall be excluded from the sale, conveyance, assignment
or transfer to Company hereunder, the following (collectively, the “Excluded Assets”):


 


(a)              
any asset or class of assets excluded from the definition of Transferred Assets set forth in Section 2.1 by virtue
of the limitations expressed therein;


 


(b)             
all Contracts of the Seller other than the Assigned Contracts;


 


(c)              
all rights of Seller under this Agreement;


 


(d)             
all minute books, stock books, Tax Returns and similar corporate records of Seller other than the Books and Records;


 






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(e)              all assets (including, without limitation, Intellectual Property) of Seller that are not related to the Product
or the Transferred Intellectual Property or not used or held for use in the Program;


 


(f)              
all rights under insurance policies, including, without limitation, all claims, refunds and credits due or to become
due under such policies;


 


(g)             
the Arcturus Assets; and


 


(h)             
any asset identified on Schedule 2.2(h).


 


Section
2.3                     Assumption of Liabilities. On the terms and subject to the conditions set forth herein at the Closing, Buyer
shall cause Company to assume and agree to pay, perform and discharge only the following Liabilities of Seller, but only to the
extent arising out of the ownership or use of the Transferred Assets after the Closing Date (the “Assumed Liabilities”)
and no other Liabilities:


 


(a)              
All obligations and other liabilities (i) of Seller under the Assigned Contracts, but only to the extent arising
out of obligations performed or required to be performed by Company under the Contracts after the Closing Date, or (ii) arising
out of or relating to the ownership or use of the Transferred Assets or the operation of the Program by or on behalf of Company
after the Closing Date; and


 


(b)             
all liabilities for Taxes arising out of or relating to the use, ownership, sale or lease of any of the Transferred
Assets or the operation of the Program by Company after the Closing Date.


 


Section
2.4                     
Excluded Liabilities. Except for the Assumed Liabilities, Buyer and Company are neither assuming nor responsible
for any Liabilities or obligations incurred at any time by or on behalf of Seller and Seller shall retain and continue being responsible
for any and all of such other Liabilities and obligations.


 


Section
2.5                     
Purchase Price. On the terms and subject to the conditions set forth herein, in consideration of the sale
of the Transferred Assets, at the Closing, in addition to the assumption of the Assumed Liabilities, Buyer shall cause Company
to issue to Seller or to a designee or assignee designated by Seller shares of common stock (the “Purchase Shares”)
of Company, representing 30% of Company’s share capital on a Fully Diluted Basis as of immediately following the Closing.


 


Section
2.6                      The Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”)
shall take place electronically, through the exchange of documents, on the fifth Business Day following the satisfaction or waiver
of the conditions precedent to Closing set forth in this Agreement, or at such other time and place as may be agreed by the Parties.
The date on which the Closing is to occur is herein referred to as the “Closing Date”. At the Closing the following
transactions shall occur, and the following documents shall be delivered, which transactions shall be deemed to take place simultaneously
and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed
and all required documents delivered:


 






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(a)             
 Buyer shall cause Company to issue the Purchase Shares to Seller or to a designee or assignee designated by Seller.


 


(b)             
Seller shall sell, assign, transfer and deliver to Company Seller’s entire, right, title and interest in the
Transferred Assets and provide Buyer with any item of the Transferred Assets which is in tangible form (including documents, materials
and hard copy data).


 


(c)              
Seller shall deliver to Company with a copy to Buyer an executed bill of sale for the Transferred Assets and executed
letters of assignment for the Patent Application and the Contracts in a form reasonably satisfactory to Buyer and Company accompanied
by any consent required under the Contracts in connection with the assignment thereof.


 


(d)             
The Parties shall execute such assignments and any other instruments of conveyance as required or as Buyer or Company
may reasonably request, to effectively consummate the transactions under the Agreement.


 


(e)              
[Reserved.]


 


(f)               
Seller shall deliver to Company with a copy to Buyer of the resolution of the board of directors of Seller authorizing
and approving this Agreement, the other ancillary agreements and any other instruments, certificates and agreements.


 


(g)             
[Reserved.]


 


(h)             
A Compliance Certificate dated as of the Closing Date and signed by the Chairman of the Board of Directors of Seller,
or the Chief Commercial Officer of Seller, in the form attached hereto as Schedule 2.6(h), confirming that all of the representations
and warranties made by the Seller in Article III were true and correct as of the Original Execution Date and are true and correct
in all material respects on and as of the Closing Date as though made on the Closing Date, and that the Seller has performed in
all material respects all obligations required under this Agreement to be performed by it on or before the Closing.


 


(i)               
Such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably
satisfactory to Buyer and Company, as may be required to give effect to this Agreement.


 


Article
III.

REPRESENTATIONS AND WARRANTIES OF SELLER


 


Seller hereby
represents and warrants to Buyer as of the Original Execution Date and as of the Closing Date, and acknowledges that the
Buyer is entering into this Agreement in reliance thereon, as follows, subject to any exceptions listed on the disclosure
schedule attached hereto as Schedule 3 (“Disclosure Schedule”), specifically identifying the
relevant subparagraph hereof, which exceptions shall be deemed to be representations and warranties as if made hereunder,
provided that any information disclosed under the Disclosure Schedule under any section number shall be deemed to be
disclosed and incorporated only under any the section number that is specifically identified (by cross-reference or
otherwise) in the first section:


 






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Section
3.1                      
Authority Relative to This Agreement. Seller has full power and authority to execute, deliver, and perform
this Agreement and to consummate the transactions contemplated hereby. This Agreement and all ancillary agreements and any other
certificates delivered pursuant to this Agreement, have been duly authorized by all necessary corporate action of Seller and have
been duly executed and delivered by Seller and constitute, and each other agreement, instrument, or document executed or to be
executed by Seller in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and
delivered by Seller, a valid and legally binding obligation of Seller, enforceable against Seller in accordance with their respective
terms, except that such enforceability may be limited only by (a) applicable bankruptcy, insolvency, reorganization, moratorium,
and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain
equitable remedies (such as specific performance) in certain instances.


 


Section
3.2                      
Organization and Good Standing. Seller is duly organized, in good standing and validly existing under the laws of
its jurisdiction of incorporation, and has the requisite power and authority to own its properties and to carry on its business
in each jurisdiction where the character of the property or the nature of its activities makes such qualification required.


 


Section
3.3                        Noncontravention. The execution, delivery, and performance by Seller of this
Agreement and all ancillary agreements and any other instruments, certificates and agreements and the consummation by it of
the transactions contemplated hereby do not and will not, in any material respect: (a) violate or be in conflict with (i) any
law, rule, regulation, or order of any governmental agency applicable to Seller, (ii) the organizational documents of Seller,
(iii) any agreement, judgment, license, order, or permit applicable to or binding upon Seller, or (iv) any provision of any
bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation to which Seller is
a party or by which Seller or any of its properties may be bound, (b) constitute (with or without the giving of notice or the
passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both)
to any obligation or increase of any obligation or right of termination, cancellation, payment, or acceleration thereunder or
require any consent to be obtained by Seller not otherwise obtained prior to the Closing, (c) result in the acceleration of
any indebtedness owed by Seller, or (d) result in or require the creation of any encumbrance upon any assets or properties of
Seller, or (e) require any consent or approval of a Government Entity to be obtained by the Seller other than as contemplated
under Section 3.3 of the Disclosure Schedule, or (f) give rise to any claim by or right of a creditor of Seller under
bankruptcy or insolvency laws, in each case, where such conflict, acceleration or encumbrance would have a Material Adverse
Effect upon the condition of the Transferred Assets, the ability of Seller to perform its undertakings hereunder or the
binding effect of this Agreement.


 


Section
3.4                       
Title to the Transferred Assets.


 


(a)               Seller
is the sole, lawful, beneficial and exclusive owner of all right, title and interest in and to the Transferred Assets free
and clear of all title defects and Encumbrances other than as set forth in the Capsugel Agreements. The delivery to Buyer of
the instruments of transfer of ownership contemplated by this Agreement will, at the Closing, vest good and marketable title
to the Transferred Assets in Company, free and clear of all Encumbrances other than as set forth in the Capsugel
Agreements.


 






    - 11 -


     


    

 


(b)              
The Transferred Assets are in good and serviceable condition and are suitable for the uses for which used by Seller.
The Transferred Assets comprise all of the material assets, of any type, necessary for the exploitation of the Transferred Assets
or conduct of business with respect to the Transferred Assets and the exploitation of the Product by Buyer as same has been heretofore
conducted by Seller, and there are no material assets or properties owned, controlled, leased or licensed by Seller in the exploitation
of the Transferred Assets that will not be transferred to Buyer hereunder other than as set forth in Section 3.4(c) of the
Disclosure Schedule.


 


(c)              
Seller has not granted any rights to manufacture, produce, assemble, license, market or sell the Product and no Person
has any rights to manufacture, produce, assemble, license, market or sell the Product other than as set forth in the Capsugel Agreements.


 


Section
3.5                      
Encumbrances.


 


(a)              
There are no third party rights whatsoever with respect to the Transferred Assets or any part thereof other than
as set forth in the Capsugel Agreements.


 


(b)              
Other than the rules and regulations of the Government Entities set forth in Section 3.5 of the Disclosure
Schedule, no item of the Transferred Assets or directly related thereto is subject to any law, judgment, injunction, order, decree,
ruling or agreement specifically restricting the use thereof.


 


(c)              
No claim, action, suit, proceeding, hearing, investigation, charge, complaint, dispute or disagreement is pending
or is threatened, which challenges the legality, validity, enforceability, use or ownership of any item of any of the Transferred
Assets, and to the knowledge of Seller, no third party is infringing the Transferred Assets.


 


Section
3.6                       
Undisclosed Liabilities. Seller is not aware, after making a due inquiry, of any Liabilities with respect
to the Transferred Assets, except those which are adequately reflected in the Assigned Contracts or otherwise communicated in writing
to the Buyer under Section 3.6 of the Disclosure Schedule.


 


Section
3.7                      
[Reserved.]


 


Section
3.8                      
Contracts.


 


(a)              
Section 3.8 of the Disclosure Schedule lists each of the following Contracts (x) Contracts by which any of
the Transferred Assets are bound or affected or (y) Contracts to which Seller is a party or by which it is bound in connection
with the Transferred Assets. Each Assigned Contract is valid and binding on Seller in accordance with its terms and is in full
force and effect.


 






    - 12 -


     


    







 


(b)             
 None of Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is
alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Assigned
Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default
under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any
right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Assigned Contract (including all
modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer and Company. There
are no material, nor to the Seller’s knowledge there are any reasons for material, disputes pending or threatened under any
Assigned Contract.


 


(c)              
Other than the Assigned Contracts, no other existing Contracts to which Seller is a party are required in order to
Exploit the Transferred Assets and specifically the Product and to operate the Program.


 


Section
3.9                      
No Action, Proceeding, etc. No action, proceeding, investigation, regulation or legislation has been instituted,
or to Seller’s knowledge, threatened or proposed, before any court, governmental agency or legislative body to enjoin, restrain,
prohibit, prevent, or obtain substantial damages in respect of, or which is related to, or arises out of, the Product and/or the
Program and/or the Transferred Assets and/or this Agreement or the consummation of the transactions contemplated hereby, or which
affects or may affect the right of Buyer to purchase and own the Transferred Assets_


 


Section
3.10                     
Compliance with Laws; Permits.


 


(a)              
Since January 1, 2011, Seller has materially complied, and is now materially complying, with all Laws applicable
to the conduct of the Program as currently conducted or the ownership and use of the Transferred Assets.


 


(b)              
All Permits required for Seller to conduct the Program as currently conducted or for the ownership and use of the
Transferred Assets have been obtained by Seller and are valid and in full force and effect. All fees and charges with respect to
such Permits due as of the Original Execution Date have been paid in full. Section 3.10(b) of the Disclosure Schedule lists
all current Permits issued to Seller which are related to the conduct of the Program as currently conducted or the ownership and
use of the Transferred Assets, including the names of the Permits and their respective dates of issuance and expiration. No event
has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension,
lapse or limitation of any Permit set forth in Section 3.10(b) of the Disclosure Schedule. For the avoidance of doubt, the
Product has not received the regulatory permits to conduct studies in humans, such as an IND.


 






    - 13 -


     


    

 


(c)               Since
January 1, 2011, the Exploitation of the Transferred Assets and conduct of the Program has complied in all material respects
with all Laws relating to or addressing safety, human health, pollution or protection of the environment, emissions
discharges or releases of hazardous materials or the investigation, cleanup or other remediation thereof
(“Environmental Laws”). Seller has obtained all environmental, health and safety Government Authorizations
necessary for the use and operation by Seller of the Transferred Assets and the conduct of the Program as currently conducted
by Seller. All such Government Authorizations are in full force and effect, and, since January 1, 2011, Seller has been in
compliance with all material terms and conditions of such Government Authorizations. There is no proceeding pending, alleged
in writing or, to the knowledge of Seller, threatened, against Seller to revoke or modify such Government Authorizations, and
neither the execution or delivery of this Agreement nor compliance by Seller with any of the provisions herein will result in
the termination or revocation of any such Government Authorizations. Seller does not use in the Exploitation of the
Transferred Assets or conduct of the Program any material that is regulated under, or which is the subject of, applicable
Environmental Laws. For the avoidance of doubt, Seller has not received any Government Authorization to conduct studies of
the Product in humans.


 


Section
3.11                    
Regulatory Matters. Seller or to Seller’s knowledge, Capsugel, has obtained and holds all necessary
and applicable approvals required by any Government Entity to permit the preclinical testing of the Product in jurisdictions where
it currently conducts such activities (the “Regulatory Approvals”). Each Regulatory Approval is valid and in
full force and effect and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse
of time or both, would constitute a breach or default under any such Regulatory Approval or which permits or, after notice or lapse
of time (other than the expiration of the term of a Regulatory Approval) or both, would permit revocation, termination or result
in a denial to renew of any such Regulatory Approval, or which would reasonably be expected to adversely affect the rights of Seller
under any such Regulatory Approval and (ii) no notice of cancellation, of default or of any dispute concerning any Regulatory Approval,
or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, Seller. None
of the Regulatory Approvals will be terminated, revoked, modified or become terminable or impaired as a result of the consummation
of the transactions contemplated hereunder and there are no facts or circumstances which could or may cause any Regulatory Approval
to be terminated, revoked, modified or become terminable or impaired. Seller is in compliance with the terms and conditions of
each Regulatory Approval and all applicable reporting requirements for all Regulatory Approvals including, but not limited to,
applicable adverse event reporting requirements.


 


Section
3.12                     
IP Representation.


 


(a)              
Except as set forth in Section 3.12(a) to the Disclosure Schedule, Seller exclusively owns all right, title and
interest in and to all Transferred Intellectual Property, free and clear of all liens; (ii) Seller is currently in compliance
with all formal legal requirements (including, as applicable, payment of filing, examination and maintenance fees, proofs of working
or use, timely post-registration filing of affidavits of use and incontestability and renewal applications, and submission of
other required filings and notices) with respect to any Transferred Intellectual Property that is registered with any Government
Authority, and, in the case of patents, registrations or applications included in the Transferred Intellectual Property, ownership
thereof is recorded in the name of Seller (without any breaks in the recorded chain-of-title and without any recorded liens);
(iii) the Transferred Intellectual Property includes all of the Intellectual Property that is exclusively used in or held for
exclusive use in or necessary for the Product or the operation of Program; and (iv) prior to the Original Execution Date, Seller
has not assigned any Transferred Intellectual Property to any Person.


 






    - 14 -


     


    

 






(b)              
Seller’s Exploitation of the Transferred Intellectual Property, and the operation and conduct of the Program,
have not infringed, misappropriated, violated or otherwise made any unlawful use of any Intellectual Property of any Person, and
the operation of the Program as currently and formerly conducted, including the use of the Transferred Intellectual Property in
connection therewith, and the Product, has not, and does not, infringe, misappropriate, violate or otherwise make any unlawful
use of any Intellectual Property of any Person. Seller has not received any written notice, and no action (including any opposition,
cancellation, revocation, review, or other proceeding) has been instituted, settled or, to the Seller’s knowledge, threatened,
that alleges or alleged any such infringement, misappropriation, violation, or other unlawful use. To the Seller’s knowledge,
no facts or, to the knowledge of Seller, circumstances exist that could reasonably be expected to give rise to any such action.
With respect to the Transferred Intellectual Property, Seller has not received any offer for a license of Intellectual Property,
including but not limited to patent rights, from any Person in connection with an allegation by such Person that Seller has infringed
or misappropriated any of the Intellectual Property of such Person. Seller has not received any opinion of counsel that any third
party Intellectual Property has been, would be or is being directly or indirectly infringed by the exploitation of the Transferred
Intellectual Property, including with respect to any Product. To Seller’s knowledge no third party is infringing any Transferred
Intellectual Property.


 


(c)              
The Seller is not subject to any Order (including any motion or petition therefor) that does or would reasonably
be expected to restrict or impair the ownership or use of any Transferred Intellectual Property except for office actions issued
by a Government Entity as part of the routine examination of registration applications.


 


(d)             
Seller has not sent any written notice or instituted, settled or threatened any action that alleges or alleged any
infringement, misappropriation, violation or other unlawful use (including any such action seeking that any Person license, or
refrain from using, any Transferred Intellectual Property for which the Seller has the right to enforce or cause enforcement),
in each case resulting from Seller’s Exploitation of the Transferred Intellectual Property and the operation and conduct
of the Program.


 


(e)              
The Seller has taken customary reasonable and necessary steps to maintain and protect the Transferred Intellectual
Property necessary to the Exploitation of the Product or to the continued operation of the Program, so as not to adversely affect
the validity or enforceability thereof, and no loss of any portion of the Transferred Intellectual Property or expiration of any
issued patent within the Transferred Intellectual Property is to the knowledge of Seller threatened, pending or reasonably foreseeable
other than Intellectual Property expiring at the end of its statutory term (and not as a result of any act or omission by Seller,
including a failure to pay any required maintenance fees). Without limiting the foregoing, with respect to the Transferred Intellectual
Property, Seller has not disclosed any Trade Secrets to any Person, except pursuant to a non-disclosure agreement having standard
confidentiality undertakings and non-use obligations by the recipients of such Trade Secrets. No Person has instituted or, to
the Seller’s knowledge, threatened any Action with respect to the Transferred Intellectual Property alleging the validity
or enforceability, or challenging the ownership or use of, any Transferred Intellectual Property. To the Seller’s knowledge,
no facts or circumstances exist that could reasonably be expected to give rise to any such Action.


 






    - 15 -


     


    

 


(f)              
Seller has obtained from its respective current and former employees, independent contractors, service providers
and all other Persons who have conceived, reduced to practice, authored or otherwise created or developed the Transferred Intellectual
Property, all right, title and interest in and to all such Transferred Intellectual Property, free and clear of all liens, whether
by operation of law or through written assignments or other contracts and no current or former employee or independent contractor,
service providers and all other Persons who have conceived, reduced to practice, authored or otherwise created or developed any
Intellectual Property for the Seller have any right to further remuneration or consideration with respect to the Transferred Intellectual
Property.


 


(g)              
No funding from any Government Entity, nor any facilities or resources of a university, college, other educational
institution, the Israeli Defense Forces or research center was used in the development of the Transferred Intellectual Property,
and no Government Entity, university, college, other educational institution, the Israeli Defense Forces or research center, or
other third party has any claim or right in or to the Transferred Intellectual Property. No current or former employee who was
involved in, or who contributed to, the creation or development of any Technology Intellectual Property, has performed services
for a government, university, college, or other educational institution or research center during a period of time during which
such employee was also performing services for Seller.


 


(h)              
To Seller’s knowledge, no additional Intellectual Property Rights are required by Company in order to Exploit
the Product and operate the Program as done through the Original Execution Date other than the Transferred Intellectual Property.


 


(i)               
All Transferred Intellectual Property is in such form and is described in sufficient detail and content to identify
and explain the Program and Product to a qualified individual and to allow the full and proper use of such Program and Product
by such qualified individual without reliance on the knowledge or memory of any particular other individual. The Transferred Intellectual
Property is sufficient for the exploitation of the Transferred Assets or conduct of business with respect to the Transferred Assets
as conducted by Seller.


 


Section
3.13                       
No Brokers. No broker, finder or similar agent has been employed by or on behalf of the Seller, and no Person
is entitled to any brokerage commission, finder’s fee or any similar compensation from the Seller, in connection with this
Agreement or the transactions contemplated hereby and neither Buyer, Company nor the Seller will have any liability, accrued or
contingent, with respect thereto.


 






    - 16 -


     


    

 


Section
3.14                       
Consents. No consent, approval, authorization order, filing, registration, or qualification of or with any court,
governmental authority, or third party is required to be made or obtained by Seller in connection with the execution and delivery
of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby, which such consent was not
obtained prior to the Original Execution Date or the Closing, as applicable.


 


Section
3.15                      
Compliance with the Law. Seller has complied in all material respects with all federal, state and local laws,
rules and regulations (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings and charges
thereunder) applicable to the Product and/or the Program and/or the Transferred Assets and or the consummation of the transactions
contemplated hereby.


 


Section
3.16                       
No Other Representations and Warranties. EXCEPT AS SET FORTH IN THIS ARTICLE III (AS MODIFIED BY THE SELLER
DISCLOSURE SCHEDULE) NONE OF THE SELLER, ITS AFFILIATES OR ANY PERSON ACTING ON BEHALF OF ANY OF THE FOREGOING, MAKE OR HAVE MADE
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SELLER, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PRODUCT OR THE PROGRAM, (II) THE DEVELOPMENT OF THE PRODUCT AND PROGRAM AFTER THE
CLOSING IN ANY MANNER OTHER THAN AS PRESENTLY DONE BY THE SELLER OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS
RELATING TO THE PRODUCT AND THE PROGRAM AFTER THE CLOSING, INCLUDING ANY PROJECTIONS. ANY SUCH OTHER REPRESENTATION OR WARRANTY
IS HEREBY EXPRESSLY DISCLAIMED.


 


Article
IV.

REPRESENTATIONS AND WARRANTIES OF BUYER AND COMPANY


 


Each of Buyer and Company,
jointly and severally hereby represents and warrants to Seller (provided that as to Buyer, such representations and warranties
are made as of the Original Execution Date and as of the Closing Date, and as to Company, such representations and warranties are
made as of the date of this Agreement and as of the Closing Date) and acknowledges that Seller is entering into this Agreement
in reliance thereon, as follows:


 


Section
4.1                         
Authority Relative to This Agreement. Such Party has full power and authority to execute, deliver, and perform
its respective obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered by such Party and constitutes, and each other agreement, instrument, or document executed or to be
executed by such Party in connection with the transactions contemplated hereby has been, or when executed will be, duly executed
and delivered by such Party, a valid and legally binding obligation of such Party, enforceable against such Party in accordance
with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium, and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability
of certain equitable remedies (such as specific performance) in certain instances.


 






    - 17 -


     


    

 


Section
4.2                       
Organization. Each of Company and Buyer is duly organized and validly existing under the laws of its jurisdiction
of incorporation, and has the requisite power and authority to own its properties and to carry on its business. Buyer has provided
to Seller a true and correct copy of Buyer’s organizational documents (articles of incorporation, bylaws, etc.) as in effect
as of November 15, 2017, and will provide a true and correct copy of the same as of the Closing Date, along with evidence that
Buyer is in good standing and qualified to do business in each jurisdiction where the nature of its activities makes such qualification
necessary. As of Closing, Company shall have provided to Seller a true and correct copy of Company’s organizational documents
(articles of incorporation, bylaws, etc.) as in effect as of the Closing Date, and evidence that Company is in good standing and
qualified to do business in each jurisdiction where the nature of its activities makes such qualification necessary. Immediately
after the Closing, the Purchase Shares shall constitute 30% of Company’s share capital on a Fully Diluted Basis. A true
and correct copy of Company’s capitalization table, giving effect to the issuance of the Purchase Shares and representing
the Company’s capitalization as of immediately following the Closing, shall be delivered to Seller at least ten (10) Business
Days prior to the Closing.


 


Section
4.3                       
Noncontravention and Consents. The execution, delivery, and performance by such Party of this Agreement and
the consummation by it of the transactions contemplated hereby do not and will not (a) conflict with any provision of (i) any law,
rule, regulation, or order of any governmental agency applicable to such Party, (ii) the organizational documents of such Party,
(iii) any agreement, judgment, license, order, or permit applicable to or binding upon such Party, or (iv) any provision of any
bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation to which such Party is
a party or by which such Party or any of its properties may be bound, (b) constitute (with or without the giving of notice or the
passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to
any right of termination, cancellation, or acceleration thereunder, (c) result in the acceleration of any indebtedness owed by
such Party, or (d) result in or require the creation of any encumbrance upon any assets or properties of such Party in each case,
where such conflict, acceleration or encumbrance would have a material adverse effect upon such Party or its ability to perform
its undertakings hereunder.


 


Section
4.4                         
Consents. Except as expressly contemplated in this Agreement, no consent, approval, authorization, or order
of, and no notice to or filing with, any governmental agency or third party is required in connection with the execution, delivery,
or performance by such Party of the transactions contemplated by this Agreement or to consummate any transactions contemplated
by this Agreement.


 


Section
4.5                         
Liabilities. The Company was formed for the purpose of effecting the transactions contemplated by this Agreement.
At the Closing the Company shall have no liability other than liabilities incurred in the ordinary course of business or incurred
in the preparation of complying with its undertaking under this Agreement.


 


Section
4.6                          Related
Party Transactions. Company has no obligations to any Related Party of Company. Except as disclosed by Buyer to Seller
prior to the Original Execution Date, no Person who is an officer or director of Arcturus is, or will be as of the Closing,
an officer, director, or stockholder or equity owner of Buyer or Company other than in the event where such stockholder or
equity owner has purchased shares of the Company in the market, on his own initiatives, following the listing of Company
shares on the OTC.


 






    - 18 -


     


    

 


Article
V.

COVENANTS


 


Section
5.1                        
Closing Efforts. On the terms and subject to the conditions of this Agreement, each of Buyer and Seller shall
use its commercially reasonable best efforts to cause the Closing to occur hereunder, including by using commercially reasonable
best efforts to take or cause to be taken all actions and using such efforts to do or cause to be done all things reasonably necessary
or advisable to perform its obligations hereunder, satisfy the conditions to Closing set forth in Article VI, consummate the transactions
contemplated hereby and comply with all legal requirements that may be imposed on it in connection with the consummation of the
transactions contemplated hereby and thereby. Seller shall use its commercially reasonable best efforts to, as soon as practicable
following the Original Execution Date, obtain a valuation, for the benefit of Seller and from a third party as Seller selects (and
at Seller’s sole cost and expense), with respect to the Transferred Assets and the Purchase Shares. Each of Buyer and Seller
shall promptly notify the other of any fact, condition or event known to it that would reasonably be expected to prohibit, make
unlawful or delay the consummation of the transactions contemplated by this Agreement. Buyer and Seller shall use commercially
reasonable best efforts to obtain any consent, approval, authorization or clearance required under applicable law for the consummation
of the transactions contemplated by this Agreement.


 


Section
5.2                         
Access and Information. From the Original Execution Date until the Closing, subject to reasonable rules and
regulations of Seller and any applicable Laws, Seller shall: (i) afford Buyer and its representatives full and free access, during
regular business hours, to the Transferred Assets and employees or consultants of Seller with knowledge of the Transferred Assets;
and (ii) instruct the employees of Seller, and its consultants, counsel and financial advisors to cooperate with Buyer in its investigation
of the Transferred Assets; and Buyer shall: (i) afford Seller and its representatives full and free access, during regular business
hours, to Company and any information and documents in its possession relating to Company, biographical information about each
of the Company’s officers and directors, a current capitalization table and true and correct copies of any financing agreements
of Company; and (ii) instruct the employees of Buyer, and its consultants, counsel and financial advisors to cooperate with Seller
in its investigation of Company. From and after the Closing and for so long as Seller and its Affiliates hold any capital stock
or other securities of Company, Seller and Company shall timely provide Seller and its Affiliates with access to, and shall provide
Seller and its Affiliates with copies of, all information and documents, including financial statements, as Seller may request
on a timely basis so that Seller is able to comply with its public company reporting obligations on a timely basis. All information
received by Buyer pursuant to this Section 5.2 shall be treated by Buyer as confidential and proprietary information of Seller.
All information received by Seller pursuant to this Section 5.2 shall be treated by Seller as confidential and proprietary information
of Buyer.


 


Section
5.3                         Prosecution
and Maintenance of Patent Rights. Until the Closing, Seller shall use commercially reasonable best efforts to prosecute
the Patent Application and defend any challenge or opposition relating thereto; provided that Buyer shall pay all patent
prosecution and annuity costs related thereto as and when due. Until the Closing, Seller shall inform Buyer immediately in
the event of any such challenge or opposition which challenge or opposition shall be considered
a Material Adverse Effect on the Transferred Assets.


 






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Section
5.4                         
Operation of the Program by Seller Prior to the Closing. During the period
following the Original Execution Date and until the earlier of the Closing or the termination of this Agreement, Seller shall continue
to conduct the Program in the ordinary course of business and shall not:


 


(a)              
sell, license, transfer, assign, license or create any Encumbrances in the Transferred
Assets, or enter into any agreement or undertake any new obligation with respect to the Transferred Assets with any person or entity;


 


(b)              
abandon, waive or fail to preserve any of the rights in and to the Transferred Assets;


 


(c)              
create an Encumbrance on any of the Transferred Assets; and


 


(d)              
take any action event, could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect on the Transferred Assets;


 


(e)              
take any action event, could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect on the consummation of the transactions contemplated by this Agreement.


 


(f)               
fail to comply with any law, decree or contractual obligation which may affect, directly
or indirectly, the Transferred Assets, this Agreement or the transactions contemplated hereunder.


 


Section
5.5                         
Notices. Prior to Closing, Seller shall immediately notify Buyer, in writing, of the occurrence of any event
or condition which may have a Material Adverse Effect on the Transferred Assets, and shall keep Buyer fully informed of such events
and shall provide Buyer with all necessary information related thereto upon Buyer’s request.


 


Section
5.6                         
[Reserved.]


 


Section
5.7                         
No Shop. Other than performance of the transactions contemplated under the Merger Agreement, Seller agrees
that until the Closing or the earlier termination of this Agreement, it will not directly, through any agent or otherwise, solicit,
accept, initiate or encourage (by providing confidential information or otherwise) submission of proposals or offers from any person
or entity or negotiate or suggest negotiations at any future time with or to any other person any transaction related to or which
may affect the transactions contemplated hereunder or the Transferred Assets.


 






    - 20 -


     


    

 


Article
VI.

CONDITIONS TO CLOSING


 


The obligations of
the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the
Closing of each of the following conditions:


 


Section
6.1                         
Representations and Warranties True. All the representations and warranties of Seller set forth in Article
III and of Buyer and Company set forth in Article IV of this Agreement, and in any agreement, instrument, or document delivered
pursuant hereto or in connection herewith on or prior to the Closing, shall be true and correct in all material respects on and
as of the Closing as if made on and as of such date (except, with respect to such representations and warranties of Company, shall
be true and correct in all material respects on and as of the Closing), except as affected by transactions contemplated or permitted
by this Agreement.


 


Section
6.2                         
Investment in Company. Buyer shall have consummated an aggregate investment of USD $3.0 million in the share
capital of Company (which amount includes the Exclusivity Payment).


 


Section
6.3                         
Covenants and Agreements Performed. Each of the Parties shall have performed and complied with, in all material
respects, all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing.


 


Section
6.4                         
No Material Adverse Change and Completion of Due Diligence Process. There shall not have occurred prior to
the Closing any Material Adverse Effect relating to the Product and/or the Program and/or the Transferred Assets.


 


Section
6.5                         
Consents and Closing Documents. Buyer and Seller shall have received all closing certificates, instruments
and documents reasonably requested by it and reasonably contemplated by this Agreement. Buyer shall have caused Company to execute
and deliver to Seller and Buyer a counterparty signature page to this Agreement.


 


Section
6.6                         
Legal Impediment. There shall be no legal or regulatory impediment to the transactions contemplated under
this Agreement.


 


Section
6.7                         
Permits; Consents; Authorizations. Seller, Buyer and Company shall have secured all Permits, consents and
authorizations which shall be necessary or required to lawfully consummate the transactions contemplated by this Agreement to take
place at the Closing.


 


Section
6.8                         
[Reserved.]


 


Section
6.9                       
Valuation. Seller shall have obtained a third party valuation report of the Transferred Assets and of the
Purchase Shares containing assumptions, findings and conclusions reasonably satisfactory to Seller.


 






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Article
VII.

[Reserved.]


 


Article
VIII.


 POST CLOSING COVENANTS


 


Section
8.1                         
Further Acts; Power of Attorney. At Company sole cost and expense, Buyer shall cause Company to undertake
to execute, verify, acknowledge and deliver any and all reasonable documents and to take any and all reasonable actions at Company’s
expense as Buyer may deem necessary or desirable in order to effectuate the assignment of the Transferred Assets set forth herein
and the fulfillment thereof, to put Company in actual possession and operating control of the Transferred Assets and to assist
Company to obtain any and all necessary approvals and consents, including the filing of the assignment or other transfer of title
covenants with the U.S. Patent and Trademark Office and other patent offices. In the event that Buyer is unable for any reason
whatsoever to secure Seller’s signature to any document deemed necessary or desirable to effectuate the assignment of the
Transferred Assets, following written request to Seller regarding such matter and a non-response period of at least seven days,
Seller hereby irrevocably designates and appoints Buyer (which appointment Buyer may assign to Company) and its duly authorized
officers and agents, as its agents and attorneys-in-fact to act for and on its behalf and in Seller’s stead, to execute and,
if applicable, file any such document, with the same legal force and effect as if executed or done by Seller.


 


Section
8.2                         
Seller Nominee. Buyer shall take any necessary actions to appoint a nominee of Seller (the “Arcturus
Director”) to serve as a member of the Board of Directors of Company, which appointment shall be effective as of immediately
following the Closing. Seller shall be entitled to appoint the Arcturus Director for so long as Seller owns at least 10% of the
Company securities on a Fully Diluted Basis. Buyer agrees to cause Company and its stockholders, prior to Closing, to enter into
a voting agreement on terms reasonably acceptable to Seller to enable implementation of Seller’s right to appoint the Arcturus
Director as provided in this Section 8.2.


 


Section
8.3                        Only
Fair Dilution. Until the earlier of: (A) the effective date of the Registration Statement (as defined below), (B) the
successful completion of a human abuse liability study acceptable to the U.S. Food and Drug Administration supporting an
abuse deterrent label claim with respect to the Product, or (C) eighteen (18) months following the Closing Date, to the
extent Company shall raise additional funds by way of equity investments (which, for clarity, shall include any capital
stock, convertible notes, warrants, debt equity or other convertible securities (collectively, “Equity
Securities”)) at a pre-money valuation which is lower than or equal to the pre-money valuation of the then previous
last financing round then Seller will be afforded not less than 10 Business Days’ advance written notice describing the
terms of the proposed equity investment and shall have a reasonable opportunity to invest such an amount in Company entitling
it to purchase such amount of Equity Securities of Company (or, at Seller’s election, a lesser portion thereof) (which
investment can take place after the offering is consummated) in order to maintain Seller’s, together with its
Affiliates aggregated together, then current pro-rata percentage ownership in Company, calculated on a Fully Diluted Basis.
Seller’s right under this Section 8.3 shall expire with respect to any such proposed equity investment in the event
that Seller has failed to invest such amount or portion of such amount as the case may be in Company within 21 days from the
initial closing of such investment. For clarity, failure by Seller to participate in a proposed equity investment shall not
preclude Seller from exercising its rights under this Section 8.3 with respect to a subsequent proposed equity investment. In
the event of fraud by Seller in connection with this Agreement which has, or could reasonably be expected to have, a material
adverse effect on the Transferred Assets, this Section 8.3 shall become null and void.


 






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Section
8.4                         
Public Market. Buyer and Company shall use commercially reasonable efforts to cause Company within twelve
(12) months of the Closing Date to prepare and file a registration statement with the U.S. Securities and Exchange Commission (the
 “SEC”) using a Form S-1 (in combination with Form 8-A), Form 10, or a similar form that shall cause Company’s
shares to be subject to Section 12(b), 12(g), 13(a), and/or 15(d) of the Securities Exchange Act of 1934, as amended (the “Registration
Statement”). In addition to the Registration Statement, Buyer and Company will also use commercially reasonable efforts
to achieve the following within twelve (12) months of the Closing Date: (i) procure a trading symbol for Company from OTC
Markets Group Inc. (“OTC”) and (ii) facilitate the quotation of Company’s common stock platform operated
by the OTC. Buyer and Company will use commercially reasonable efforts to cause Company to have such Registration Statement declared
effective by the SEC prior to the commencement of quotation of Company’s common stock on the OTC.


 


Section
8.5                       
Valuation and Financial Statements. Beginning with the first fiscal quarter of Company following the Closing
Date and continuing for so long as Company is not quoted on the OTC, Buyer shall (i) on a quarterly basis obtain and, within 20
days following the end of each fiscal quarter, provide to Seller (A) a third party valuation report and (B) an unaudited balance
sheet of Company as of the end of such fiscal quarter, and an unaudited statement of income and an unaudited statement of cash
flows of Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting
principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements
and year-end audit adjustments may not have been made and (ii) on an annual basis obtain and, within 120 days following the end
of each fiscal year, provide to Seller an audited balance sheet of Company, as at the end of such fiscal year, and an audited statement
of income and an audited statement of cash flows of Company, for such fiscal year, all prepared in accordance with generally accepted
accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures
for the previous fiscal year, all in reasonable detail. Such annual financial statements shall be accompanied by a report and opinion
thereon by independent public accountants selected by Company’s board of directors. Buyer shall select the third party valuation
preparer, which must be reasonably acceptable to Seller. Buyer shall also provide Seller with reasonable access to Company’s
books and records in connection with reviewing the quarterly and annual financial statements and the quarterly valuations of Company.
For the avoidance of doubt, upon the satisfaction of Buyer’s obligations under Section 8.4, Buyer shall no longer be required
to provide such third party valuation reports or financial statements to Seller.


 


Article
IX.

TERMINATION


 


Section
9.1                         
Termination of Agreement Prior to the Closing. This Agreement may be terminated and the transactions contemplated
hereby abandoned at any time prior to the Closing as provided below:


 






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(a)             
 by mutual written consent of Buyer and Seller;


 


(b)              
by Buyer, if any of the conditions set forth in Article VI applicable to Seller shall have become incapable of fulfillment;


 


(c)              
by Seller, if any of the conditions set forth in Article VI applicable to Buyer shall have become incapable of fulfillment;


 


(d)              
by Seller, if Buyer fails to invest USD $3,000,000 in the share capital of Company (which amount includes the Exclusivity
Payment) at the Closing;


 


(e)              
by Seller or Buyer, if the Closing hereunder shall not take place within 180 days after the date of this Agreement,
provided that if the failure to close was the result of one of the Parties’ acts or omissions, such Party shall not be entitled
to terminate this Agreement in accordance with this Section 9.1(e); and


 


(f)               
by Buyer, if prior to the Closing there has occurred any Material Adverse Effect.


 


Any termination of
this Agreement pursuant to this Article IX shall be effective upon delivery of notice by the terminating Party to the other Party,
and thereupon this Agreement and the transactions contemplated hereby shall be terminated, without further action by any Party.


 


Section
9.2                         
Effect of Termination. If this Agreement is terminated pursuant to Section 9.1, all obligations of the Parties
to each other shall terminate without any liability of either Party to the other Party (provided that the undertaking in Section
5.2 regarding confidentiality shall survive any such termination). Notwithstanding the foregoing, termination of this Agreement
shall not relieve any Party for liability for any willful and material breach by such Party, prior to the termination of this Agreement,
of any covenant or agreement contained in this Agreement or impair the right of any Party to obtain such remedies as may be available
to it in law or equity with respect to such a breach by any other Party; provided, however, that in the event this Agreement is
terminated pursuant to Section 9.1(d), this Agreement shall be deemed to be null and void ab initio other than the undertaking
in Section 5.2 regarding confidentiality, which shall survive any such termination.


 


Article
X.

NON-COMPETITION


 


Section
10.1                        For
a period of twelve (12) months commencing on the Closing Date (the “Restricted Period”), Seller shall not,
and shall not permit any of the Seller Affiliates to, directly or indirectly, (i) engage in or assist any Person in engaging
in the Restricted Business anywhere in the world; or (ii) cause, induce or encourage any material actual or prospective
client, customer, supplier or licensor of Company (including any Person that becomes a client, supplier, licensor or customer
of Company after the Closing), or any other Person who has a material business relationship with Company, to terminate or
adversely modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or
indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a
controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or
more of any class of securities of such Person.


 






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Section
10.2                       
Seller acknowledges that a breach or threatened breach of this Article X would give rise to irreparable harm to Buyer
and/or Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or
a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may
be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction,
specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement
to post bond).


 


Section
10.3                       
Notwithstanding anything else contained in this Agreement to the contrary, this Section 10 shall not apply to any
activities of any Person acquired (pursuant to a stock or asset acquisition, merger or other form of transaction) by Seller or
any Seller Affiliates where 10% or less of the revenues of the acquired Person is from activities that would violate this Section
10 if engaged in by Seller or Seller Affiliates during the six-month period preceding the date of such acquisition and as measured
during each six-month period thereafter during the Restricted Period.


 


Section
10.4                       
Notwithstanding anything else contained in this Agreement to the contrary, in the event Seller or any Seller Affiliate
is party to a change in control (pursuant to a stock or asset acquisition, merger or other form of transaction) this Section 10
shall not apply to any activities of the counterparty to such change of control or to Affiliate of such counterparty (exclusive
of Seller and any Seller Affiliate) following the consummation of such change of control, including with respect to any product
that is a competing product of the Product that was under development by the counterparty to such change of control or any Affiliate
of such counterparty prior to such change of control.


 


Article
XI.

MISCELLANEOUS


 


Section
11.1                       
Effectiveness; Survival; Indemnification.


 


(a)              
Seller’s representations, warranties and covenants contained herein are deemed to be made on the date of this
Agreement and as of the Closing, and shall survive and remain in full force and effect only until the earlier of (i) the end of
two (2) years from the Closing, (ii) in the case of a covenant of Seller, until fully performed or (iii) a termination of this
Agreement in accordance with Article IX (“Survival Period”), at which time all such representations, warranties
and covenants of Seller shall expire and be of no further force and effect. Notwithstanding the foregoing, limitation on the Survival
Period specified in this Section 11.1, shall not apply in the event of Seller’s fraud.


 






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(b)               Following
the Closing, in the event of any breach by Seller of any warranty or representation made by Seller under this Agreement or
the failure to duly and timely perform or fulfill any covenant of Seller required to be performed by Seller under this
Agreement, the Seller shall indemnify the Buyer and hold Buyer harmless from any and all loss, damage, and expense (including
reasonable out-of-pocket attorneys’ fees and expenses and reasonable costs of investigation) sustained or incurred by
Buyer as a result of or in connection with said breach, or, with respect to a covenant, failure to duly and timely perform or
fulfill such covenant (collectively, “Losses”), provided, however, that Losses shall not include, and
under no circumstances will Seller be required to indemnify Buyer for, punitive, exemplary, speculative, special, indirect or
consequential damages, including, loss of profits or revenues or diminution of value. Buyer shall only be entitled to
indemnification under this Section 11.1 for Losses in respect of which a written notice from Buyer has been received by
Seller within the Survival Period set forth in Section 11.1(a) above describing in reasonable detail the claim for
indemnification and the amount of Losses (a “Claim Notice”), in which case the indemnification right shall
survive with respect to such Claim Notice until resolved by the Parties. Upon Seller’s receipt of a Claim Notice, the
Parties shall attempt in good faith to reach a resolution of the matters described in such Claim Notice within 60 days of
Seller’s receipt thereof, including referring the Claim Notice to their respective chief executive officers and
requiring such officers to promptly confer with one another in good faith to seek to resolve the matters covered by such
Claim Notice, and, if applicable, the number of Purchase Shares to be transferred or forfeited to Buyer in connection
therewith. If the Parties agree to a resolution of the matters covered by such Claim Notice, the Parties shall prepare and
execute a written memorandum setting forth the matters resolved, and such memorandum shall be binding and conclusive upon the
Parties. If no (or only partial) resolution is reached within such 60-day period (or such longer period as may be mutually
agreed in writing), then Buyer may take any action required to enforce its indemnification rights including through the
initiation of a legal proceeding.


 


(c)              
Notwithstanding anything else contained in this Agreement to the contrary, Seller’s aggregate liability under
this Agreement shall not exceed the total number of Purchase Shares held by Seller at the time of the applicable Claim Notice.
The sole and exclusive remedy and source to satisfy such indemnification obligation shall be such Purchase Shares. To the fullest
extent permitted by applicable Law, the indemnification set forth in this Article XI shall be the exclusive remedy of Buyer, Company
and their respective Affiliates against Seller to collect any Losses for which Buyer is entitled to indemnification under this
Agreement or any monetary remedy pursuant to this Agreement under any theory of liability. Buyer shall use commercially reasonable
best efforts to mitigate any Losses for which Buyer seeks indemnification hereunder.


 


Section
11.2                      
Notices. All notices, requests, demands, and other communications required or permitted to be given or made
hereunder by any party hereto shall be in writing and shall be deemed to have been duly given or made (a) if delivered personally,
at the time of such delivery, (b) if transmitted by first class registered or certified mail, postage prepaid, return receipt requested,
three (3) Business Days after the date of such mailing, (c) if sent by prepaid overnight delivery service, the next Business Day
after being sent, or (d) if transmitted by cable, telegram, facsimile, or electronic mail, at the time of such transmission, in
each case to the Parties at the following addresses (or at such other addresses as shall be specified by the Parties by like notice):


 






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	If to Seller:	Arcturus Therapeutics, Ltd.
	 	Arcturus Therapeutics, Inc.
	 	10628 Science Center Drive, Suite 250
	 	San Diego, California 92121
	 	Facsimile No.: (858) 300-5028
	 	Attention: Chief Executive Officer
	 	E-Mail:   contracts@arcturusrx.com
	 	 
	If to Buyer:	Amiservice Development Ltd.
	 	117 Main Street, Road Town
	 	Tortola, British Virgin Islands
	 	 
	If to Company:	Vallon Pharmaceuticals, Inc.
	 	100 N. 18th Street, Suite 300
	 	Philadelphia, PA 19103
	 	Attention: Ofir Levi, interim Chief Executive Officer
	 	Email:   ofir@adamasfunds.com




 


Section
11.3                       
Entire Agreement. This Agreement, together with the schedules, exhibits, annexes, and other writings referred
to herein or delivered pursuant hereto, constitutes the entire agreement between the Parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to
the subject matter hereof, including that certain Letter of Intent, dated August 22, 2017, by and between the Seller and Amiservice
Development Ltd., as amended on September 15, 2017.


 


Section
11.4                       
Amendment. This Agreement may be changed, modified, or amended only by an instrument in writing duly executed
by each of the Parties hereto.


 


Section
11.5                       
Waiver. The failure of any party to insist upon strict performance of a covenant hereunder, irrespective of
the length of time for which such failure continues, shall not be a waiver of such party’s rights to demand strict compliance
in the future. No consent or waiver, express or implied to or of any breach or default in the performance of any obligations hereunder
shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation
hereunder.


 


Section
11.6                        Binding
Effect; Assignment; Third Party Benefit. This Agreement is binding upon, inures to the benefit of and is enforceable by
the Parties hereto and their respective successors and permitted assigns. Except for Company, which shall be deemed a third
party beneficiary of this Agreement subject to its execution of a joinder to this agreement in form acceptable to Seller,
neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by either Party without
the prior written consent of the other Party, which shall not be unreasonably withheld. Each Party may, without the other
Party’s consent, assign this Agreement and the rights, obligations and interests of such Party, in whole or in part, to
any purchaser of all or substantially all of its assets or shares, or to any successor corporation resulting from any merger
or consolidation of such Party with or into such corporation, provided that any such assignee agrees in writing to be bound
by the terms of this Agreement. Each Party hereto intends that this Agreement does not benefit or create any right or cause
of action in or on behalf of any Person other than the Parties hereto and their respective successors and permitted
assigns.


 






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Section
11.7                       
Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered
divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this
Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation
thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Law.


 


Section
11.8                       
Governing Law; Venue. The Parties agree and confirm that all matters relating to the validity, interpretation,
implementation and enforcement of this Agreement, and the rights, duties and obligations of the Parties pursuant hereto, will be
governed solely by the Laws of the State of Israel, even if, under the rules relating to the conflict of Laws which apply in Israel
it could be held that another Law governs. The exclusive venue to resolve any claims and disputes under this Agreement shall be
the competent courts in Tel Aviv, Israel.


 


Section
11.9                       
Fees and Expenses. All fees and expenses, including fees and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the Party incurring such fee or expense, whether or not the Closing shall
have occurred.


 


Section
11.10                     
Counterparts; Fax or Email. This Agreement may be separately executed in any number of counterparts and by
any of the Parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same
Agreement. This Agreement may be validly executed and delivered by fax or email.


 


Section
11.11                    
Publicity. Subject to any disclosure requirements under securities regulations the Seller is subject to, in
which case such disclosure will be coordinated, to the extent practicable with Buyer, neither Party shall issue any press release
or public announcement pertaining to this Agreement, without the consent of the other Party, nor shall it use the other Party’s
name, provided however that following the Closing Buyer shall be entitled to indicate that it has purchased the Transferred Assets
from Seller.


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement, or caused this Agreement to be executed by their duly authorized representatives, all
as of the day and year first above written.


 


	 	SELLER:
	 	 
	 	ARCTURUS THERAPEUTICS, LTD.
	 	 
	 	By: 	/s/ Joseph E. Payne
	 	 	Name: Joseph E. Payne
	 	 	Title: President & CEO
	 	 
	 	 
	 	BUYER:
	 	 
	 	AMISERVICE DEVELOPMENT LTD.
	 	 
	 	By: 	/s/ [Illegible Signature]
	 	 	Name: [Illegible Signature]
	 	 	Title: Director
	 	 
	 	COMPANY:
	 	 
	 	VALLON PHARMACEUTICALS, INC.
	 	 
	 	By: 	/s/ Ofir Levi
	 	 	Name: Ofir Levi
	 	 	Title: Interim Chief Executive Officer




 


[Signature page
to Amended and Restated Asset Purchase Agreement]