Exhibit 2.8



STOCK PURCHASE AGREEMENT



This
Stock Purchase Agreement (this “Agreement”) is entered into as of January 12, 2017, by and among Kitov Pharmaceuticals
Holdings Ltd., an Israeli publicly traded corporation (“Parent”), on behalf of itself and, if Parent is not
the buyer hereunder, also on behalf of an as yet undetermined Affiliated party of Parent which shall join this Agreement subsequent
to the Closing (“Buyer”), and Goldman Hirsh Partners Ltd. (the “Seller”) which is a stockholder
of Tyrovo Ltd., an Israeli private corporation (the “Company”). Parent, Buyer and Seller are sometimes referred
to individually herein as a “Party” and collectively as the “Parties.”



RECITALS



| | A. | Seller
                                         owns beneficially and of record 9,570 issued and outstanding shares of capital stock
                                         of the Company, (the “Shares”).
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | This
                                         Agreement contemplates a transaction, in which Buyer will purchase from Seller, and Seller
                                         will sell to Buyer, the Shares in return for the cash and equity based consideration
                                         and other obligations set forth below and in the agreements and undertakings annexed
                                         hereto.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the agreements, representations,
warranties and covenants herein contained, the Parties agree as follows.



ARTICLE
1DEFINITIONS



1.1       For
purposes of this Agreement, the following terms have the meanings specified:



“Acquisition
Transaction” means any transaction or series of transactions involving:



(a)the
sale, license or disposition of all or a material portion of any of the Company’s business, properties or assets, other
than sales in the Ordinary Course of Business;



(b)the
issuance, disposition or acquisition of: (i) any shares or other equity security of any of the Company (other than pursuant to
the exercise of outstanding options or warrants in according with their terms); (ii) any option, call, warrant or right (whether
or not immediately exercisable) to acquire any shares, unit or other equity security of any of the Company; or (iii) any security,
instrument or obligation that is or may become convertible into or exchangeable for any shares, unit or other equity security
of any of the Company;



(c)any
merger, consolidation, business combination, reorganization or similar transaction involving any of the Company;



(d)any
engagement of all or substantially all of the Service Providers, consultants and contractors of the Company; or



(e)any
joint venture or other strategic investment in or involving the Company (other than an ongoing commercial or strategic relationship
in the ordinary course of business).





1







“Affiliate”
means any Person that directly or indirectly controls, is controlled by, or is in common control with, any other Person. For purposes
of the preceding sentence, “control’ means possession, directly or indirectly, of the power to direct or cause direction
of management and policies through ownership of voting securities, contract, voting trust or otherwise.



“CERCLA”
means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.



“Code”
means the Internal Revenue Code of 1986, as amended.



“Confidential
Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified
as “confidential”), in any form or medium, of the Company, Buyer or Parent or its customers, suppliers, distributors
or other business relations, including all information concerning finances, customer information, supplier information, products,
services, prices, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets,
and business, marketing, development, sales and other commercial strategies, unpatented inventions, ideas, methods and discoveries,
trade secrets, know-how, unpublished patent applications and other confidential intellectual property, designs, specifications,
documentation, components, source code, object code, schematics, drawings, protocols and processes.



“Damages”
means all penalties, fines, costs, Liabilities, obligations, Taxes, losses, expenses and fees, including court costs and reasonable
attorneys’ fees and expenses.



“Environmental
Laws” means any Israeli, US federal, state, or local statute, law, ordinance, code, order, injunction, decree, ruling
or regulations which regulate or control pollution or protection of the environment, including laws relating to emissions, discharges
or releases of Hazardous Substances into ambient air, surface water, ground water or lands or relating to the treatment, storage,
disposal, transport or handling of Hazardous Substances.



“Escrow
Agent” means an independent third party escrow agent mutually acceptable to the Buyer and the Seller.



“Escrow
Agreement” means the Escrow Agreement, dated as of the Closing Date among the Seller, Seller Trustee, Parent, Buyer
and the Escrow Agent, in the form attached hereto as Exhibit A.



“Escrow
Amount” means (i) $1,200,000 of the Cash Consideration; and, (ii) all of the Consideration Shares.



“Escrow
Fund” means, at any given time after the Closing, the Escrow Amount, as such amount may be decreased as provided in
this Agreement.



“Excess
Company Closing Liabilities Amount” means any portion of the Company Closing Liabilities in excess of $380,000.





2







“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.



"Expiration
Date" a date which is 12 months from Closing date.



“FDA”
means the United States Food and Drug Administration.



“Fundamental
Representations” means, any of the representations, warranties and/or covenants contained in: (i) the entire ‎ARTICLE
3; (ii) Sections ‎4.1 through ‎4.3, ‎4.7 through ‎4.9, ‎4.11, ‎4.14, and ‎4.18; and, (iii) Sections
‎5.1through ‎5.5, ‎5.7, ‎5.13, ‎5.15, and ‎5.16.



“GAAP”
means either U.S. or Israeli generally accepted accounting principles, or International Financial Reporting Standards, consistently
applied.



“Governing
Documents” means, as to any Person, the articles of incorporation or certificate of incorporation and code of regulations
and/or bylaws (if such Person is a corporation); the partnership agreement and partnership certificate (if such Person is a partnership);
or the articles of organization and operating agreement (if such Person is a limited liability company); and other documents relating
to and establishing or governing the existence and legal operation of such Person, of any type or nature, each as amended to date.



“Government
Approval” means any (a) necessary filings, notifications, registrations, applications, declarations and submissions
in connection with the transactions contemplated under the Transaction Documents, as required under any applicable Law and (b)
consents, Permits or Orders from a Governmental Authority required to be obtained or made by the Seller or the Buyer or any of
their respective Affiliates to execute, deliver and perform their respective obligations under the Transaction Documents and consummate
the transactions contemplated thereunder.



“Governmental
Authority” means any court, tribunal, arbitrator, authority, agency, commission, bureau, board, department, official,
body or other instrumentality of the United States, Israel, or any foreign country, or any domestic or foreign state, province,
county, city, other political subdivision or any other similar body or organization exercising governmental or quasi-governmental
power or authority, including Regulatory Agencies.



“Hazardous
Substances” means any hazardous substance or hazardous waste, whether solid, semi-solid, liquid or gaseous, which are
regulated, listed or controlled as such under any Environmental Laws.





3







“Indebtedness”
means without duplication: (a) all obligations (including the principal amount thereof or, if applicable, the accreted amount
thereof and the amount of accrued and unpaid interest thereon) of the Company, whether or not represented by bonds, debentures,
notes or other securities (whether or not convertible into any other security), for the repayment of money borrowed, whether owing
to banks or other financial institutions, on equipment leases or otherwise; (b) all deferred indebtedness of the Company for the
payment of the purchase price of property or assets purchased (other than accounts payable incurred in the Ordinary Course of
Business); (c) all obligations of the Company to pay rent or other amounts under a lease which is required to be classified as
a capital lease on the face of a balance sheet prepared in accordance with GAAP (applied on a basis consistent with the basis
on which the Audited Financial Statements were prepared and in accordance with the Company’s historic past practice); (d)
all outstanding reimbursement obligations of the Company with respect to letters of credit, bankers’ acceptances or similar
facilities issued for the account of the Company; (e) all obligations of the Company under any interest rate swap agreement, forward
rate agreement, interest rate cap or collar agreement or other financial agreement or arrangement entered into for the purpose
of limiting or managing interest rate risks; (f) all obligations secured by any Security Interest existing on property owned by
the Company, whether or not indebtedness secured thereby will have been assumed; (g) all guaranties, endorsements, assumptions
and other contingent obligations of the Company in respect of, or to purchase or to otherwise acquire, indebtedness of others;
(h) all premiums, penalties, fees, expenses, breakage costs and change of control payments required to be paid or offered in respect
of any of the foregoing on prepayment, as a result of the consummation of the transactions contemplated by the Agreement or in
connection with any lender consent; and (i) all obligations of the Company, whether interest bearing or otherwise, owed to any
security holder of the Company and/or any Affiliate of any security holder of the Company.



“Intellectual
Property” means, collectively, in the United States, Israel and all other countries or jurisdictions, (a) all inventions
(whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all Patents, design
rights and industrial designs (b) all Trademarks, all goodwill associated therewith, and all applications, registrations, and
renewals in connection therewith, (c) all moral rights, copyrights and other rights in any work of authorship, compilation, derivative
work or mask work and all applications, registrations, and renewals in connection therewith, (d) all Patents, (e) all trade secrets
and confidential information (including confidential ideas, research and development, know-how, methods, formulas, compositions,
manufacturing and production processes and techniques, technical and other data, designs, drawings, specifications, customer and
supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) Software, (g) works of authorship
(whether or not copyrightable), copyrights and registrations and applications therefor, and all renewals, extensions, restorations
and reversions thereof, including website content, product artwork, promotion and marketing materials, (h) all other proprietary
or intellectual property rights, (i) all copies and tangible embodiments of any of the foregoing (in whatever form or medium),
(j) the exclusive right to display, perform, reproduce, make, use, sell, distribute, import, export and create derivative works
or improvements based on any of the foregoing and (k) all income, royalties, damages and payments related to any of the foregoing
(including damages and payments for past, present or future infringements, misappropriations or other conflicts with any intellectual
property), and the right to sue and recover for past, present or future infringements, misappropriations or other conflict with
any intellectual property.



“Israeli
Securities Laws” means the Israeli Securities Law, 5728-1968, the rules and regulations promulgated under thereunder,
and any listing rules and regulations of the TASE.





4







“Knowledge”
means, when referring to the “knowledge” of the Seller, or any similar phrase or qualification based on knowledge
of the Seller, (a) the actual knowledge of any Service Provider, employee, officer or person serving on the ultimate governing
body (i.e., director of a corporation, manager of a limited liability company or other equivalent role) of the Company; and (b)
the knowledge that any such Party referenced in clause (a) above, as a prudent business person, would have obtained after making
due inquiry with respect to the particular matter in question.



“Law”
means the common law of any state or other jurisdiction, or any provision of any foreign, federal, state or local law, statute,
code, rule, regulation, Order, certification standard, accreditation standard, Permit, judgment, regulatory code of practice,
statutory guidance, injunction, decree or other decision of any court or other tribunal or Governmental Authority, including any
Information Privacy and Security Law.



“Liabilities”
means any Indebtedness, liabilities, demands, commitments or obligations of any nature whatsoever, whether accrued or unaccrued,
absolute or contingent, direct or indirect, asserted or unasserted, fixed or unfixed, known or unknown, choate or inchoate, perfected
or unperfected, liquidated or unliquidated, secured or unsecured, or otherwise, whether due or to become due, whether arising
out of any Contract or tort and whether or not the same would be required by GAAP to be stated in financial statements or disclosed
in the notes thereto.



“Liens”
means all liens, security interests, claims, mortgages, deeds of trust, preemptive rights, leases, charges, options, rights of
first refusal, easements, proxies, voting trusts or agreements, transfer restrictions, pledges, assessments, covenants, warrants,
rights, calls, commitments or other contract rights, burdens and other encumbrances of every kind, including restrictions on voting
or use.



“Losses”
means any and all Liabilities, losses, damages, judgments, awards, settlements, royalties, diminution in value, interest, penalties,
fines, Taxes, demands, Proceedings, claims, deficiencies, costs and expenses of any kind (including reasonable fees and expenses
of attorneys, accountants and other experts paid in connection with the investigation or defense of any of the foregoing or any
Proceeding relating to any of the foregoing).



“Material
Adverse Effect” means any change, event, effect, claim, circumstance or matter (each, an “Effect”)
that (considered together with all other Effects) is, or could reasonably be expected to be or to become, materially adverse to:
(a) the business, condition, assets, capitalization, Intellectual Property, Liabilities, operations, results of operations or
financial performance of the Company taken as a whole; (b) Buyer’s right to own, or to freely dispose of (subject to any
limitations on transfer in existence as of the date of the Closing and disclosed herein by the Seller), or to receive dividends
or other distributions with respect to, the shares of the Company; or (c) the ability of the Company or the Seller to perform
any of their material covenants or obligations under this Agreement or under any other contract or instrument executed, delivered
or entered into in connection with any of the transactions contemplated by this Agreement such that any such inability to perform
would impair the ability of Seller to consummate the transactions contemplated hereby.



“Ordinary
Course of Business” means the ordinary course of business consistent with past custom and practice of the Company.





5







“Order”
means any order, judgment, ruling, injunction, award, stipulation, assessment, decree or writ, whether preliminary or final, of
any Governmental Authority.



“Patents”
means all patent disclosures, patent applications and patents and all registrations, continuations, continuations-in-part, divisionals,
re-examinations, renewals, extensions and reissues and counterparts thereof of the United States and all countries and jurisdictions
foreign thereto and all reissues, reexamined patents, divisions, continuations, continuations-in-part, revisions, and extensions
thereof.



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



“Personal
Information” means any information subject to applicable Law or Orders relating to privacy or data protection, including
information included in the definition of “Information” under the Israeli Privacy Protection Law, 1981, and applicable
Israeli judicial precedent or guidelines or directives issued by the Israeli Law, Information and Technology Authority defining
such term; any “personal data,” as defined by the European Union Data Protection Directive and any national Law implementing
such directive, a natural person’s name, street address, telephone number, age, e-mail address, unique device or browser
identifier, photograph, cultural or social identity, social security number, driver’s license number, alien registration
number, passport number, medical history, or customer or account number, private affairs, personality, personal status, persistent
identifier, device identifier or any other piece of information that allows the identification of a natural person, which will
include “personal health information,” and “personal financial information” each as defined by applicable
Law.



“Post-Closing
Parent Corporate Governance Agreements” means the individual agreements to be entered into at Closing by Seller with
Parent covering corporate governance arrangements, including relationships between shareholders and/or management and other shareholder
and corporate governance matters in the form attached hereto as Exhibit B.



“Privacy
Policy” means each external or internal, past or present privacy policy of the Company, including any policy relating
to: (a) the privacy of users of any website or mobile application of the Company; (b) the collection, use, storage, disclosure,
and transfer of any User Data or Personal Information; and (c) any employee information.



“Products”
means the products of the Company as of the Closing all set forth on Exhibit C attached hereto.



“Proceeding”
means any suit, action, cause of action, litigation, hearing, inquiry, examination, demand, proceeding, controversy, complaint,
appeal, notice of violation, citation, summons, subpoena, arbitration, mediation, dispute, claim, investigation or audit of any
nature whether civil, criminal, administrative, regulatory or otherwise and whether at Law or in equity.



“Related
Party” means each officer or director of the applicable Person and its Affiliates, each family member of any director
or officer of the applicable Person and its Affiliates, each trust for the benefit of any of the foregoing, and each Affiliate
of any of the foregoing.





6







“Security
Interest” means any mortgage, pledge, lien, encumbrance, charge or other security interest, other than (a) mechanic’s
and similar liens, (b) liens for Taxes not yet due and payable or for Taxes that the taxpayer is contesting in good faith through
appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d)
other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.



“Securities
Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.



“Securities
Laws” means the Securities Act, the Exchange Act and the Israeli Securities Laws.



“Service
Provider” means each director, officer, employee, manager, independent contractor, consultant, leased employee, or other
service provider of the applicable Person.



“Yissum”
means Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.



“Yissum
License” means that certain License Agreement between Yissum and the Company dated August 12, 2013.



“Software”
means all Internet domain names and websites, (including top level domain names and global top level domain names) and social
media identifiers, handles and tags, computer software and firmware (including source code, executable code, data, databases,
user interfaces and related documentation).



“Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of
which a majority of the total voting power or control of such entity is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.



“TASE”
means the Tel Aviv Stock Exchange.



“Tax”
means any and all multi-national, U.S. Israeli, federal, state, local, or foreign income, gross receipts, franchise, estimated,
alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, entertainment,
amusement, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property,
ad valorem, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, composite,
healthcare (whether or not considered a tax under applicable Law), escheat or unclaimed property (whether or not considered a
tax under applicable Law) or other tax, of any kind whatsoever, including any interest inflation indexation, linkage differentials,
penalties or additions to Tax, any penalties resulting from any failure to file or timely file a Tax Return, or additional amounts
in respect of the foregoing; the foregoing will include any transferee or secondary liability for a Tax and any liability assumed
by agreement or arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required
to be included) in any Tax Return relating thereto).





7







“Tax
Returns” means returns, declarations, reports, notices, forms, claims for refund, information returns or other documents
(including any related or supporting schedules, statements or information) filed or required to be filed with any Governmental
Authority, or maintained by any Person, or required to be maintained by any Person, in connection with the determination, assessment
or collection of any Tax of any Party or the administration of any Laws, regulations or administrative requirements relating to
any Tax.



“Third
Party Fee” means $250,000 + VAT paid to Lior Tamar Investments Ltd. (the “Seller Agent”) by, or on
behalf of, the Seller.



“Trademarks”
means, in the United States and all countries and jurisdictions foreign thereto, registered trademarks, registered service marks,
trademark and service mark applications, unregistered trademarks and service marks, registered trade names and unregistered trade
names, corporate names, fictitious names, registered trade dress and unregistered trade dress, logos, slogans, Internet domain
names, rights in telephone numbers, and other indicia of source, origin, endorsement, sponsorship or certification, together with
all translations, adaptations, derivations, combinations and renewals thereof.



“Transaction
Documents” means (i) this Agreement and all exhibits and schedules hereto, and (ii) any other documents or agreements
executed in connection with the transactions contemplated hereunder and all exhibits and schedules thereto, (collectively, the
“the Ancillary Agreements”).



“Treasury
Regulations” means the Treasury Regulations promulgated under the Code.



“User
Data” means any Personal Information and other data or information (including all non-Personal Information) collected
by or on behalf of the Seller from users of any website or mobile application of the Seller, whether collected while online or
off-line.



“U.S.”
or “United States” means the United States of America.



ARTICLE
2

PURCHASE AND SALE
OF SHARES



2.1      Basic
Transaction. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer shall purchase from the Seller,
and the Seller shall sell, assign, transfer and deliver to Buyer, all of such Seller’s Shares for the consideration specified
in this Article 2, free and clear of any and all Security Interests. The Shares to be sold, assigned and transferred pursuant
to this Article 2 represent, as of the date hereof, in the aggregate 55.97% of the issued and outstanding shares of the
capital stock of the Company, as well as on a fully diluted basis.





8







2.2      Purchase
Price. In consideration of the transfer of the Shares and the other obligations set forth in this Agreement, the aggregate
purchase price to be paid by the Parent on behalf of the Buyer for the Shares at a valuation of approximately $397.07 per Share
(and in aggregate approximately $3,800,000 for all of the Shares), which will consist of: (a) payment to Seller by or on
behalf of Buyer of an amount of cash equal in the aggregate to the sum of $2,000,000 (the “Cash Consideration”),
and (b) the issuance by Parent to Escrow Agent on behalf of Seller, of 11,292,508 of Parent’s Ordinary Shares of no
par value each, representing a value in aggregate of approximately $1,800,000 calculated based on a price of NIS 0.614 per Ordinary
share at the representative NIS/USD exchange rate for January 11, 2017 of 3.852, (the “Consideration Shares”,
and together with the Cash Consideration, the “Consideration”). At Closing, subject to fulfilment of the Conditions
Precedent detailed in Article 6 to full satisfaction of the Buyer or Parent, an Affiliate of Buyer shall deliver: (a) the Cash
Consideration, after deduction of the cash portion of the Escrow Amount and the Closing Portion of Third Party Fee, payable in
cash by wire transfer of immediately available funds, which shall be disbursed to such bank account(s) as Seller shall designate
in writing to Parent prior to the Closing; (b) the Cash Consideration portion of the Escrow Amount into the Escrow Fund; (c) evidence
that the Consideration Shares have been duly issued by Parent and that such Consideration Shares have been delivered to the Escrow
Agent; and (d) an amount of $100,000 + VAT out of the Cash Consideration paid to Seller Agent on behalf of the Seller for part
of the Third Party Fee (the "Closing Portion of Third Party Fee").



2.3      The
Closing.	The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place
remotely through the electronic exchange of closing documents and physical delivery of any certificates representing the Shares
or Consideration Shares, and completed no later than 13:00 p.m. Israel time on January 13, 2017 (or at such other time and location
mutually agreeable to the Parties) (the “Closing Date”).



2.4      Deliveries at the Closing.  At the Closing, in addition to the fulfillment of any of the conditions required of
any Party as set forth in ‎ARTICLE 6 and ‎ARTICLE 7: (A) Seller will deliver to Buyer or an Affiliate thereof:
(a) a validly executed stock power in the form attached hereto as Schedule 2.4a(1) signed by the Seller and
a share certificate covering the Shares issued in the name of the Buyer or of an Affiliate of the Buyer as trustee for the Buyer
and the Shares transferred from the Seller to the Buyer or an Affiliate of the Buyer as trustee for the Buyer, and the registration
of the Buyer or an Affiliate of the Buyer as trustee for the Buyer as the shareholder owning the Shares in the shareholder register
of the Company, and deliver to the Buyer or an Affiliate of the Buyer as trustee for the Buyer such shareholder register, signed
by a duly authorized Company officer, in the form attached hereto as Schedule 2.4a(2); (b) validly executed copy
of a unanimous written resolution of the Company's Board of Directors, substantially in the form of Schedule 2.4b approving:
(1) the sale and transfer of the Shares as set forth herein this Agreement; and (2) the appointment of the Buyer's directors,
as detailed in Section ‎5.7; (c) resignation and release letter by the directors nominated by the Seller
effective at Closing and a duly executed and binding copy of the Seller Directors POA as set forth in Section ‎5.7;
(d) a certificate duly executed by the Seller and an officer of the Company nominated by the Seller in a form attached
herein as Schedule 2.4d; (e) the Closing Balance Sheet; and (f) the Post Closing Parent Corporate Governance Agreement
signed by the Seller; and (B) Buyer or an Affiliate thereof will deliver to Seller; (a) a certificate duly executed by
the Buyer or an Affiliate thereof and containing the representation and warranty of Buyer or an Affiliate thereof that the conditions
set forth in Sections 7.1 through 7.3, and 7.5 through 7.6 have been duly satisfied; (b) confirmation from the Buyer or
an Affiliate thereof that the Escrow Amount has been deposited with the Escrow Agent in accordance with the terms of the Escrow
Agreement; and (c) the Consideration as specified in Section 2.2.





9





ARTICLE
3REPRESENTATIONS AND WARRANTIESCONCERNING THE TRANSACTION



3.1      Representations
and Warranties of Seller.	The Seller hereby represents and warrants to Buyer and Parent as follows:



(a)    Capacity and Authorization of Seller. The Seller is duly organized, validly existing and in good standing under the Laws
of the jurisdiction of its formation, which jurisdiction is Israel, and has all requisite power and authority to own, lease and
operate its assets, properties and business and to carry on its business as now being conducted. Complete and correct copies of
the charter documents, bylaws, articles of association or similar organizational documents, of the Seller and all amendments thereto
have been made available to the Buyer or an Affiliate thereof. The Seller is not in violation of any of the provisions of its
charter documents, bylaws, articles of association or similar organizational documents. The minute books and resolutions of the
Seller previously made available to the Buyer or an Affiliate thereof contain true, complete and accurate records of all meetings
and accurately reflect in all material respects all corporate action of the equity holders and board of directors (including committees
thereof) of such Seller. The Seller has all requisite power and authority to execute, deliver and perform its obligations under
this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is party, the performance
by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated
hereby and thereby have been duly authorized. This Agreement has been, and the Ancillary Agreements to which the Seller is party
will be, duly executed and delivered by the Seller and constitute the legal, valid and binding obligation of the Seller, enforceable
against it in accordance with its respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar Laws affecting the rights of creditors generally and the availability of equitable
remedies. The Seller has not granted to any Person any power of attorney in respect of it or relating to the conduct of its business.
The Seller has never approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation
of the Seller or the winding up or cessation of its business.



(b)    Noncontravention. Neither the execution and the delivery of this Agreement, and the other agreements contemplated hereby,
nor the consummation of the transactions contemplated hereby and thereby, will materially (i) violate any statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court
to which the Seller is subject or its Governing Documents, or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license or instrument to which the Seller is a party or by which the Seller is bound
or to which any of the Seller’s assets is subject.





10







(c) 
  Brokers’ Fees. Other than the Third Party Fee, the Seller does not have any Liability or obligation
to pay any finder’s fees or commissions to any broker, finder, or agent with respect to the transactions contemplated
by this Agreement for which Buyer or the Company or any respective Affiliate thereof are or could become liable or
obligated.



(d)    Shares. Seller holds of record and owns beneficially the Shares, free and clear of any restrictions on transfer (other
than restrictions under the Securities Laws), Security Interests, options, warrants and purchase rights, and on the Closing Date
will have full and unrestricted power to sell, assign, transfer and deliver such Shares.



(e)    Absence of Litigation. Seller is not a party to any, and there are no pending or, to the Knowledge of Seller, threatened
proceedings, against Seller challenging the validity of the transactions contemplated by this Agreement which, if determined adversely,
would prevent the consummation of the transactions contemplated by this Agreement.



(f)     Investment Representations. Seller hereby acknowledges that the Consideration Shares have not been registered under the
Securities Laws and that they are being offered and sold pursuant to exemptions from registration contained in the Securities
Laws based in part upon its representations and warranties contained in this Agreement. Accordingly, Seller hereby represents
and warrants as follows:



(i)        Economic Risk. Seller is capable of evaluating the merits and risks of its investment in Parent and has the capacity to
protect its own interests. Any interest in the Consideration Shares may not be sold, pledged or otherwise transferred or hypothecated
unless the Consideration Shares are registered pursuant to the Securities Laws, or an exemption from such registration is available
under the Securities Laws, and in the absence of such registration or exemption, the holder must bear the economic risk of this
investment indefinitely. It understands that there is no assurance that any exemption from registration under the Securities Laws
will be available and that, even if available, such exemption may not allow the transfer all or any portion of the Consideration
Shares under the circumstances, in the amounts or at the times the holder might propose.



(ii)       Acquisition
for Own Account. The Seller is acquiring the Consideration Shares for its own account for investment only, and not with a
view towards their distribution or resale, without prejudice, however, to its right, at all times, to sell or otherwise dispose
of all or any part of such securities pursuant to an effective registration statement under the Securities Laws or under an exemption
from such registration and in compliance with applicable securities Laws.



(iii)      Protecting Its Interest. By reason of its, or of its management’s (if any), business or financial experience, Seller
has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement.





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(iv)     General Solicitation. The Consideration Shares are not being purchased as a result of any advertisement, article, notice
or other communication regarding the Consideration Shares published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other general solicitation or general advertisement.



(v)      Parent’s Information. No offering memorandum or similar disclosure document has been prepared in connection with
the offer of the Consideration Shares, and Seller has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the Parent’s reports filed publicly with the SEC and/or TASE and has been afforded (i) the opportunity
to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Parent concerning the
terms and conditions of the offering of the Consideration Shares and the merits and risks of investing in the Consideration Shares;
(ii) access to publicly disclosed information about the Parent and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Parent possesses or can acquire without unreasonable effort or expense, that it may legally disclose (and
if not so able to disclose, has provided a legal reason for such non-disclosure) and that is necessary to make an informed investment
decision with respect to the investment in the Parent. The only representations and warranties being given by the Parent are contained
in this Agreement. No broker or agent of the Parent has provided any information or advice with respect to the Consideration Shares
nor is such information or advice necessary or desired. Seller has had an opportunity to discuss Parent’s business, management
and financial affairs with directors, officers and management of Parent and to ask them questions and receive answers from them
regarding the terms and conditions of an investment in Parent’s equity.



(vi)     Rule 144. Seller acknowledges that it is aware that Rule 144 under the Securities Act which allows for the public resale
of restricted and control securities, as the case may be, if a number of conditions are met, may not necessarily be available
with respect to the Consideration Shares and, in any event, is available only if certain conditions are satisfied, and that any
sale of the Consideration Shares that might be made in reliance upon Rule 144 may only be made in accordance with the terms and
conditions of such rule and that a copy of Rule 144 will be delivered to Seller upon request.



(vii)    Regulation S Exemption. Seller understands that the Consideration Shares are being offered and sold to Seller in reliance
on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated
under the Securities Act, and that the Parent is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Seller set forth herein in order to determine the applicability of such exemptions and
the suitability of the Seller to acquire the Consideration Shares. In this regard, Seller represents, warrants and agrees that:



(a)       Seller is not a U.S. Person (as defined in Regulation S) and is not an affiliate (as defined in Rule 501(b) under the 1933 Act)
of the Parent and is not acquiring the Consideration Shares for the account or benefit of a U.S. Person.





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(b)       At
the time of the origination of contact concerning the issuance of the Consideration Shares and the date of the execution and delivery
of this Agreement, Seller was outside of the United States.



(c)       Seller will not, during any ‘distribution compliance period’ under Regulation S, if applicable (the “Restricted
Period”), offer, sell, pledge or otherwise transfer the Consideration Shares in the United States, or to a U.S. Person for
the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.



(d)       Seller will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Consideration Shares only
pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state
and foreign securities laws.



(e)       Neither Seller nor or any person acting on Seller’s behalf has engaged, nor will engage, in any directed selling efforts
to a U.S. Person with respect to the Consideration Shares, and Seller and any person acting on Seller’s behalf have complied
and will comply with any applicable “offering restrictions” requirements of Regulation S under the Securities Act.



(f)        The issuance of the Consideration Shares contemplated by this Agreement have not been pre-arranged with a buyer located in the
United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities
Act.



(g)       Neither Seller nor any person acting on Seller’s behalf has undertaken or carried out any activity for the purpose of, or
that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions,
for any of the Consideration Shares. Seller agrees not to cause any advertisement of the Consideration Shares to be published
in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Consideration Shares.



(viii)       Compliance
with Laws. Any resale of the Consideration Shares during a ‘distribution compliance period’, if applicable, as
defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation
S. Further, any such sale of the Consideration Shares in any jurisdiction outside of the United States will be made in compliance
with the securities laws of such jurisdiction. Seller will not offer to sell or sell the Consideration Shares in any jurisdiction
unless Seller obtains all required consents, if any.



(ix)          Israeli Securities Law. Seller affirms that it is a “Qualified Investor” listed under the First Schedule of
the Israeli Securities Law 5728-1968, purchasing for itself, namely that it is a venture capital fund, defined as an entity primarily
involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or
manufacture of new technological products or processes and (ii) involve above-average risk, and undertakes that it will provide
the Parent with appropriate documentation to such effect, as required under applicable Israeli law and regulation. Seller further
acknowledges, warrants and undertakes that no action will be taken in Israel that would permit the offering of the Consideration
Shares or the distribution of any prospectus or other offering document to the public in Israel, and that the Consideration Shares
were and are issued by way of a private placement and that the Consideration Shares are subject to the resale restrictions under
Section 15C of the Israel Securities Law and Section 5 of the Israeli Securities Regulations (Details Regarding Sections 15A-15C
of the Securities Law-1968) - 2000.





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(x)           No Voting Agreements. Other than the applicable Post Closing Parent Corporate Governance Agreement to be entered into at
Closing by Seller, at the time the Consideration Shares are offered, and as of the date hereof, and at the Closing, Seller is
not, and will not be, a party to any agreement or arrangement, whether written or oral, with Parent, any of the Parent's officers
or shareholders or a corporation in which the Parent's officers or shareholders are an Interested Party (as defined in the Israeli
Companies Law, 5759-1999), regulating the management of the Parent, the shareholders' rights in the Parent, the transfer of shares
in the Parent, including any voting agreements, shareholder agreements or any other similar agreement even if its title is different
or has any other relations or agreements with any of the Parent’s shareholders, directors or officers.



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



(xii)         Restricted Securities. It understands that the Consideration Shares, are characterized as “restricted securities”
under the U.S. federal securities laws inasmuch as they are being issued by the Parent in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration in the United
States of America under the Securities Act only, and in Israel under Israeli Securities Laws only in certain limited circumstances.
It understands and acknowledges that: (i) the Consideration Shares are being offered and sold without registration under the Securities
Laws in a private placement that is exempt from the registration provisions of the Securities Laws and (ii) the availability of
such exemption depends in part on, and the Buyer and Parent will rely upon the accuracy and truthfulness of, the foregoing representations
and it hereby consents to such reliance.



(xiii)        Independent Advice. It understands that nothing in this Agreement or any other materials presented to it by or on behalf
of the Buyer or Parent in connection with the purchase of the Consideration Shares constitutes legal, tax or investment advice.





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(xiv)        The Seller further acknowledges and understands that the certificate evidencing the Consideration Shares may be imprinted with
the following legend (in addition to any legend required under applicable state or foreign securities laws):



“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE AND HAVE BEEN ACQUIRED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT, OR OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS
AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS EITHER IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH
RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE ACT.”



(g)     Seller
Information. The information relating to Seller that is provided by Seller, or any director, officer, employee, agent or
representative thereof, for inclusion in any document filed with or furnished to the SEC, or otherwise submitted to any other
Regulatory Agency, in connection with the transactions contemplated by the Transaction Documents, will not at the time
that such information is provided by any such Person as aforesaid contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they are made, not misleading.



(h)     Waiver. Any waiver and consent attached herein as Schedule 3.1(h) whereby each relevant shareholder of the Company waives
all pre-emption rights and any other participation right it may have in connection with the transactions contemplated hereby,
including, with respect to sale and transfer of the Shares and any rights of first refusal, tag-along or other similar rights
it may have in connection with the sale and transfer of the Shares are duly authorized and validly executed by the signatory thereto.
No other waiver, consent or process is required in order for the transactions contemplated hereby to be in full force and effect.



(i)      Governing Documents; Records. All actions taken and all transactions entered into by the Company which required the approval
or consent of its board of directors or shareholders have been duly approved by all necessary action of the board of directors
and shareholders of the Company. There has been no violation of any of the provisions of the Governing Documents of the Company,
and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s
shareholders or board of directors (or similar body). All minutes, resolutions and other corporate records and documents of the
Company, for the period from its founding through the date hereof, which were requested to be provided to Parent by Seller (collectively,
the “Corporate Records”) have been provided to Parent, such Corporate Records are complete, true and correct and include
all minutes of all meetings and all resolutions of the directors (and any committees of such directors) and shareholders of the
Company as at the date hereof, and at the Closing Date will contain the minutes of all meetings and all resolutions of the directors
(and any committees of such directors) and shareholders of the Company.





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(j)      Seller acknowledges that the Third Party Fee defined in Section ‎2.2 which is due from Seller to such third party will be
paid by Buyer or an Affiliate thereof on behalf of the Seller solely and out of the Cash Consideration as set forth in section
‎2.2.



3.2       Representations
and Warranties of Buyer and Parent. Parent and Buyer represent and warrant to Seller as follows:



(a)    Organization of Buyer. Parent is a corporation duly organized, validly existing and in good standing under the laws of
the State of Israel. Buyer is, or upon formation will be, a corporation duly organized, validly existing and in good standing
under the applicable laws of its jurisdiction of incorporation.



(b)    Authorization of Buyer. Parent and Buyer, as applicable, has or will have the requisite power and authority to execute
and deliver this Agreement, and the other agreements contemplated herein, and to perform its obligations hereunder and thereunder.
This Agreement, and the other agreements contemplated herein, have been or will be duly authorized by all requisite action of
Parent and Buyer, as applicable, and constitutes, and upon execution the other agreements contemplated herein will constitute,
the valid and legally binding obligations of Parent and Buyer, as applicable, enforceable in accordance with their terms and conditions,
except (i) as enforcement may be limited by general principles of equity or rules governing specific performance, injunctive relief
and other equitable remedies, whether applied in a court of law or a court of equity, and (ii) as enforcement may be limited by
bankruptcy, insolvency, moratorium, relief of debtors or other similar laws affecting creditors’ rights and remedies generally.



(c)    Noncontravention. Neither the execution and delivery of this Agreement, and the other agreements contemplated hereby, nor
the consummation of the transactions contemplated hereby and thereby, will materially (i) violate any statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court
to which Buyer and Parent, as applicable, is subject or any provision of its Governing Documents, or (ii) conflict with,
result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate,
terminate, modify or cancel, or require any notice under any material agreement, contract, lease, license or instrument to which
Parent or Buyer is a party or by which it is bound or to which any of its assets is subject.





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(d)    Brokers’ Fees. Neither Buyer nor Parent nor any of their respective Affiliates have any Liability or obligation to
pay any finder’s fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this
Agreement for which Seller could become liable or obligated.



(e)    Investment Representations.



(i)        Parent acknowledges, and Buyer shall acknowledge, that the Shares have not been registered for offer or sale under any Securities
Laws, and are not listed for trading on any stock exchange, stock quotation service or other stock market. It is understood that
the Shares are being sold by Seller in reliance on exemptions from the registration requirements of any applicable Securities
Laws, and may not be sold, transferred or otherwise disposed of unless subsequently registered under applicable Securities Laws
or unless an exemption from registration is available.



(ii)       Without derogating from the representations made by the Seller hereunder, Buyer or its Affiliate acting on its behalf has such
knowledge and experience in financial and business matters in general and with respect to businesses of a nature similar to the
business of the Company so as to be capable of evaluating the merits and risks of, and making an informed business decision with
regard to, the acquisition of the Shares.



(iii)      Buyer
shall be acquiring the Shares solely for its own account and not with a view to or for resale in connection with any distribution
or public offering thereof, within the meaning of applicable securities laws and regulations.



ARTICLE
4REPRESENTATIONS AND WARRANTIESCONCERNING THE COMPANY



The
Seller represents and warrants to Buyer and Parent as follows:



4.1       Organization and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Israel. The Company has the requisite corporate power and authority to carry on the businesses
in which it is engaged and to own and use its properties as they are now owned and used, and perform its obligations under all
contracts and agreements to which it is party or by which it is bound. Schedule ‎4.1 accurately sets forth the names
of the members of the board of directors (or similar body) of the Company and its corporate officers. The Seller has provided
to Buyer or its Affiliate acting on its behalf true and correct copies of the Governing Documents of the Company. The Company
is not in violation of any of the provisions of its Governing Documents. The minute books and resolutions of the Company previously
made available to the Buyer or an Affiliate thereof contain true, complete and accurate records of all meetings and accurately
reflect in all material respects all corporate action of the equity holders and board of directors (including committees thereof)
of the Company. The execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is party, the performance
by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated
hereby and thereby have been duly authorized. The Company has not granted to any Person any power of attorney in respect of it
or relating to the conduct of its business. The Company has never approved, or commenced any proceeding or made any election contemplating,
the dissolution or liquidation of the Company or the winding up or cessation of its business.





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4.2       Capitalization.
The authorized as well as the issued and outstanding capital of the Company as of the date hereof is as set forth on Schedule
4.2. All Shares are duly authorized, validly issued, fully paid and non-assessable, and are held of record and owned beneficially
by Seller as set forth in Schedule 4.2, and none of the Shares are subject to preemptive rights, repurchase option, forfeiture
provision or restriction on transfer created by statute (other than restrictions on transfer imposed by virtue of applicable securities
laws), the Governing Documents, or any agreement to which the Company or the Seller is a party or by which it is bound. Except
as set forth in Schedule 4.2, there are no outstanding or authorized options, warrants, purchase rights, subscription rights,
conversion rights, exchange rights or other contracts or commitments that require the Company to issue, sell or otherwise cause
to become outstanding any of its capital stock. Except as set forth in Schedule 4.2, the Company has no obligation of any
kind to issue any additional Shares to any Person.



4.3       Subsidiaries.
The Company does not have and, did not at any time previously have, any subsidiary (defined as an entity of which the Company
owns directly or indirectly more than 50% of the outstanding securities entitled generally to vote for the election of directors
or equivalent managing persons) and does not hold and, did not at any time previously hold, any material direct or indirect beneficial
interest in any other corporation, partnership, joint venture or other entity or enterprise.



4.4       Noncontravention.
Except as set forth in Schedule 4.4, neither the execution and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (a) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge
or other restriction of any government, governmental agency or court to which the Company is subject or any provision of the Governing
Documents of the Company, or (b) conflict with, result in a breach of, or constitute a default under any Material Contract.
Except as set forth in Schedule 4.4, the Company is not required to give any notice to, make any filing with, or obtain
any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated
by this Agreement.



4.5       Governing
Documents; Records. All actions taken and all transactions entered into by the Company which required the approval or consent
of its board of directors or shareholders have been duly approved by all necessary action of the board of directors and shareholders
of the Company. There has been no violation of any of the provisions of the Governing Documents, and the Company has not taken
any action that is inconsistent in any material respect with any resolution adopted by the Company’s shareholders or board
of directors (or similar body).





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4.6       Brokers’
Fees. Other than as set forth on Schedule ‎4.6, the Company has no Liability or obligation to pay any finder’s
fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.



4.7       Financial
Statements. Attached hereto as Schedule ‎4.7 are the audited balance sheets and statements of income, stockholders’
equity and cash flows of the Company as of and for the calendar years ended December 31, 2014 and December 31, 2015 (the “2015
Financial Statements” or the “Financial Statements”). The audited 2015 Financial Statements, including the
notes thereto, have been prepared based upon the Company’s books and records and are in accordance with GAAP, and fairly
present the financial condition of the Company in all material respects as of the dates stated and the results of operations of
the Company for such period.



4.8       No
Liabilities. The Company does not have any accrued, contingent or other Liabilities of any nature, either matured or unmatured
(whether or not required to be reflected in financial statements in accordance with GAAP, and whether due or to become due), except
for (i) the Liabilities identified in Schedule 4.8(i), which are correct as of the date hereof “Company Closing Liabilities”),
and (ii) any and all Exit Fees and/or Historical Patent Costs (each as defined in the Yissum License) which are or may become
due and payable to Yissum under the Yissum License as a result of the completion of the transactions contemplated hereunder, and
which are reflected in Schedule 4.8(ii).



(b)    Indebtedness. There is no Indebtedness of the Company for borrowed money.



(c)    No Guarantee of Indebtedness. The Company does not have any outstanding guarantees for debt or other obligations of any
other Person.



(d)    Insider Receivables. There is no Indebtedness owed to the Company by any Service Provider, employee, officer, director
or shareholder, other than expense reimbursements in the Ordinary Course of Business.



4.9      
Subsequent Events. Since the December 31, 2015:



(a)    the Company has operated in the Ordinary Course of Business, and as of the date hereof, there have been no events, series of events
or the lack of occurrence thereof which, singularly or in the aggregate, could reasonably be expected to have a Material Adverse
Effect on the business or financial condition of the Company, taken as a whole; and



(b)    there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the Company’s
material assets (whether or not covered by insurance).





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4.10    
Legal Compliance.



(a)    The
Company has all material governmental permits, licenses, registrations, certificates and other governmental authorizations (the
“Permits”) necessary for the Company to conduct is businesses as presently conducted.



(b)    The
Company is in compliance in all material respects with all applicable laws, statutes, rules, regulations, codes, plans, injunctions,
judgments, orders, decrees, rulings and charges thereunder of Governmental Authorities (collectively, the “Applicable
Laws”).



4.11     Tax
Matters. Except as set forth on Schedule ‎4.11:



(a)    The Company has filed or caused to be filed all material Tax Returns required to be filed with respect to the Company with respect
to all past years through calendar year 2015. All such Tax Returns at the time of filing complied with all applicable Tax laws
in all material respects. All Taxes owed by the Company shown on any Tax Return have been timely and properly paid or, to the
extent not yet due for payment, have been adequately accrued on the books and records of the Company. All Taxes required to be
withheld by the Company have been properly and timely withheld and remitted. The Company is not currently the beneficiary of any
extension of time within which to file any Tax Return. There are no Security Interests on the assets of the Company that arose
in connection with any failure or alleged failure to pay any Tax.



(b)    There is no dispute or claim concerning any Tax Liability of the Company (i) claimed or raised by any Taxing authority in
writing, or (ii) as to which Seller has Knowledge based upon personal contact with any agent of such authority.



(c)    The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a
Tax assessment or deficiency.



(d)    No Tax Return of the Company is currently being audited and the Company has not received notice of any pending audit.



4.12    
Real Property. The Company does not own nor lease any real property.



4.13     Title
to Assets. The Company has good title to, or a valid leasehold interest in, all material tangible, personal property assets
(i) used regularly in the conduct of its businesses, and (ii) located on the premises of the Company, shown on the Audited
Financial Statements or acquired after December 31, 2015, including all fixtures, furniture, equipment, and machinery (collectively,
the “Fixed Assets”), and such Fixed Assets are subject to no material liens, mortgages, pledges, encumbrances
or charges, except for properties and assets disposed of in the Ordinary Course of Business, or leased assets of third parties
subject to a valid leasehold interest with a corresponding collateral securitization filing as set forth on Schedule 4.13,
or such other exceptions which are not material in character, amount or extent and do not materially detract from the value of
or interfere with the use of the tangible assets subject thereto or affected thereby. To the Knowledge of Seller, all Fixed Assets
are in good operating condition (subject to normal wear and tear.





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4.14     Intellectual Property.



(a)    Except as set forth on Schedule 4.14, the Company owns or possesses all rights to use all Intellectual Property necessary
to the operation of its businesses as presently conducted and such present use does not conflict with the lawful rights of others
in any material respect. The Company has not received written or oral notice of any claim against it involving any conflict or
claim of conflict relating to the Intellectual Property of the Company and, to the Knowledge of Seller, there is no basis for
any such claim or conflict. The Company has taken all reasonably necessary action to maintain and protect each item of Intellectual
Property that it owns or uses.



(b)    Except as set forth on Schedule 4.14, the Company has never assigned or otherwise transferred ownership of, or agreed to
assign or otherwise transfer ownership of, any Intellectual Property necessary to the operation of its businesses as presently
conducted to any other Person.



(c)    Each Person who is or was an employee or other Service Provider of the Company and/or who is or was involved in the creation or
development of any Intellectual Property, including prior to incorporation of the Company, has signed a valid and enforceable
agreement containing an irrevocable assignment to the Company, of all Intellectual Property Rights and Intellectual Property created
or developed in the course of that Person’s work with the relevant entity, as well as confidentiality provisions protecting
the Intellectual Property Rights and Intellectual Property of the Company, as applicable.



(d)    Except as set forth on Schedule 4.14 no funding, facilities or personnel of any Governmental Authority or any public or
private university, college, or other educational or research institution, was used, directly or indirectly, to create or develop,
in whole or in part, any of the Intellectual Property of the Company.



(e)    Except as set forth on Schedule 4.14, the Company is not currently nor has it ever been a member or promoter of, or a contributor
to, any industry standards body or similar organization that could require or obligate the Company to grant or offer to any other
Person any license or right to any of the Intellectual Property of the Company.



(f)     The Company is not bound by, and none of the Intellectual Property owned by the Company is subject to, any contract or agreement
containing any covenant or other provision (other than any restrictions that may be imposed by Applicable Law) that in any way
limits or restricts the ability of the Company to use, exploit, assert, or enforce any of the Intellectual Property owned by the
Company anywhere in the world.



(g)    Except as set forth on Schedule 4.14, no Person has infringed, misappropriated, or otherwise violated, and no Person is
currently infringing, misappropriating or otherwise violating, any of the Intellectual Property of the Company in any material
respect.



(h)    The Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated
any intellectual property right of any other Person; (ii) no infringement, misappropriation or similar claim or legal proceeding
is pending or has been threatened against the Company or against any other Person who may be entitled to be indemnified, defended,
held harmless or reimbursed by the Company with respect to such claim or legal proceeding; and (iii) the Company has never received
any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation
or violation of any intellectual property right of another Person.





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(i)     Yissum License. Other than as set forth on Schedule ‎4.14‎(i), the Yissum License has not been amended since August
12, 2013, and is in full force and effect. To the Knowledge of the Seller, the Company has never received any notice or other
communication (in writing or otherwise) from Yissum with respect to a conflict or claim of conflict relating the Yissum License,
or which could lead to termination of the Yissum License. The Company is not and has not been in the past in breach of the License
Agreements which may lead to termination of the Yissum License and there is currently no cause for termination of the Agreement.



4.15     Personal Information; IT Security



(a)    The
Company has not received a complaint or been the subject of any Proceeding regarding its collection, use or disclosure of Personal
Information or its privacy or data security policies, practices or activities. To the Seller’s Knowledge, all information
technology systems and computers of the Company (and all parts thereof), are free of (i) any critical defects, and (ii) any disabling
codes or instructions and any “back door,” “time bomb,” “Trojan horse,” “worm,”
“drop dead device,” “virus” or other software routines or hardware components that permit unauthorized
access or the unauthorized disruption, impairment, disablement or erasure of such information technology systems, computers or
Intellectual Property (or any parts thereof) or data or other software of users (“Contaminants”). The Company takes
and has taken commercially reasonable steps, and implements and have implemented commercially reasonable procedures, intended
to ensure that information technology systems used in connection with the operation of the businesses of the Company are free
from Contaminants and safeguard the security of such information technology systems. The Company has commercially reasonable disaster
recovery plans, procedures and facilities for its businesses, and takes and has taken commercially reasonable steps to safeguard
the information technology systems and computers used in the operation of businesses. Except as set forth on Schedule ‎4.15 there have been no unauthorized intrusions or breaches of the security of such information technology systems and computers.
The Company has adequate security measures in place to protect Personal Information in its possession, custody or control, and
the Company has not experienced any breach of security or unauthorized access by any third party to Personal Information in the
Company’s possession, custody or control. For purposes hereof, information in the Company’s possession, custody or
control includes information stored for the Company by any Service Provider or vendor. Section ‎4.15 of the Disclosure
Schedules identifies and describes each distinct electronic or other database, including location, containing Personal Information
maintained by or for the Company at any time (the “Databases”), the types of Personal Information in each Database,
the means by which the Personal Information was collected, the security and retention policies that have been adopted and maintained
with respect to each Database, the geographical location(s) of each Database, and whether each Database has been registered with
any Governmental Authority. To the Seller’s Knowledge, no breach or violation of any such Privacy Policy or security policy
has occurred or is threatened, and to the Seller’s Knowledge, there has been no Loss, unauthorized or illegal use of or
access to any of the data or information in any of the Databases. Except as set forth on Schedule ‎4.15, no Person
has provided any notice, made any claim or initiated any Proceeding or, to the Knowledge of the Seller, commenced any Proceeding
with respect to actual or alleged Loss, damage or unauthorized access, collection, use, storage, handling, retention, destruction,
disclosure, modification, processing or other misuse of any User Data or Personal Information or with respect to any violation
of a Law pertaining to privacy, security, data protection, User Data or Personal Information, including any Laws, and, to the
Knowledge of the Seller, there is no reasonable basis for any such notice, claim or Proceeding. There are no outstanding information,
enforcement, Proceeding, deregistrations or transfer prohibition notices or any other nature of notice or audit request under
applicable Laws currently outstanding against the Company, or any outstanding appeal against such notices nor, to the Knowledge
of the Company, are there any circumstances which give rise to the giving of any such notices. Except as provided on Schedule
‎4.15 there are no unsatisfied access requests in respect of User Data held by the Company or any outstanding applications
for rectification or erasure of User Data. The Company has implemented and maintains commercially reasonable safeguards to ensure
that User Data or Personal Information is protected against Loss, damage and unauthorized access, use, modification, or other
misuse.





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(b)    The Company has all necessary authority to receive, access, use and disclose the Personal Information in the Company’s possession
or under its control in connection with the operation of its businesses. The Company has at all times made all disclosures to,
and obtained any necessary consents and authorizations from, users, customers, employees, Service Providers, contractors and other
applicable Persons required by applicable legal requirements relating to privacy, security or data protection and has filed any
required registrations (the details of which are correct, proper and suitable for the purposes for which the Company process the
Personal Information which is the subject of them) with the applicable data protection authority, including any consents or authorizations
necessary to operate the businesses of the Company.



(c)    No breach or violation of any such security policy has occurred or is threatened, and there has been no Loss, unauthorized or
illegal use of or access to any of the data or information in any of the Databases. No Person has provided any notice, made any
claim or initiated any Proceeding or, to the Knowledge of the Seller, commenced any claim or Proceeding with respect to actual
or alleged Loss, damage or unauthorized access, use, disclosure, modification, or other misuse of any Personal Information or
with respect to any violation of a legal requirement pertaining to privacy, security, data protection, or Personal Information
and, to the Seller’s Knowledge, there is no reasonable basis for any such notice, claim or Proceeding. There are no outstanding
information, enforcement, deregistration or transfer prohibition notices or any other nature of notice or audit request under
applicable Laws currently outstanding against the Seller, or any outstanding appeal against such notices nor, to the Knowledge
of the Seller, are there any circumstances which may give rise to the giving of any such notices. There are no unsatisfied access
requests in respect of Personal Information held by the Company nor any outstanding applications for rectification or erasure
of Personal Information.





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4.16    
Contracts.



(a)    Schedule ‎4.16 lists the following contracts and other agreements (other than those of a type disclosed in another
Schedule) to which the Company is a party:



(i)       each contract, agreement or commitment in respect of the sale of products or the performance of services, or for the purchase
or lease of inventories, equipment, raw materials, supplies, services or utilities which (i) involves payments or receipts
by the Company of $25,000 or more and is not terminable by the Company at any time upon notice of 90 days or less, or (ii) is
not to be fully performed within six months from the date of this Agreement;



(ii)      any material agreement for the lease of personal property to or from any Person providing for lease payments in excess of $25,000
per annum;



(iii)     each partnership, joint venture or similar agreement;



(iv)     indebtedness for or related to borrowed money, or any capitalized lease obligation, in excess of $50,000 or under which it has
imposed a Security Interest on any of its assets, tangible or intangible;



(v)      any material agreement with the Seller or any other shareholder of the Company;



(vi)     any deferred compensation, severance, indemnification, or other plan or arrangement for the benefit of its Service Providers;



(vii)    any collective bargaining agreement;



(viii)   any agreement under which the Company has advanced or loaned money to Service Providers outside the Ordinary Course of Business;



(ix)      any agreement pursuant to which the Company has been appointed an exclusive partner, reseller or distributor, or pursuant to which
either entity has appointed another Person as an exclusive partner, reseller, or distributor;



(x)       any supply agreement that is with the Company’s top 10 suppliers by spending calculated on an annual basis as of December
31, 2015;



(xi)      any agreement (A) imposing any restriction on the right or ability of the Company to (1) compete with any other Person; or (2)
develop or distribute any technology or Products; or (B) imposing exclusive arrangements on the Company to acquire any product
or other asset or any services from a single source;



(xii)     any agreement relating to the acquisition, transfer, use, development, sharing or license of any Intellectual Property of the
Company y and licenses for any non-customized software that is not: (1) so licensed solely in executable or object code form pursuant
to a nonexclusive, internal use software license; and (2) generally available on standard terms for less than $1,000 per copy,
seat or user, as applicable;





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(xiii)    any agreement constituting or relating to any (A) prime contract, subcontract, letter contract, purchase order or delivery order
executed or submitted to or on behalf of any Governmental Authority or any prime contractor or higher-tier subcontractor, or under
which any Governmental Authority or any such prime contractor or subcontractor otherwise has or may acquire any right or interest,
or (B) quotation, bid or proposal submitted to any Governmental Authority or any proposed prime contractor or higher-tier subcontractor
of any Governmental Authority; and



(xiv)    any other agreement that was entered into outside the Ordinary Course of Business or was inconsistent with the past practices
of the Company, since December 31, 2015.



The
contracts and agreements in the respective categories described in clauses (i) through (xiv) above are referred to in this Agreement
as “Material Contracts.”



(b)    The Company has made available to Buyer accurate and complete copies of all Material Contracts, including all amendments thereto.
Each Material Contract is valid and in full force and effect and is enforceable by the Company, in accordance with its terms,
subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law
governing specific performance, injunctive relief and other equitable remedies.



(c)    Except as set forth on Schedule 4.16, neither the Company, nor the Seller nor, to the Knowledge of Seller, any other Person
which is a party thereto has violated or breached in any material respect, or committed any material default under, any Material
Contract. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will,
or could reasonably be expected to: (A) result in a material violation or breach of any of the provisions of any such Material
Contract; (B) give any Person the right to declare a default or exercise any remedy under any such Material Contract; (C) give
any Person the right to accelerate the maturity or performance of any such Material Contract; or (D) give any Person the right
to cancel, terminate or modify any Material Contract.



(d)    The Company has not received any notice or other communication regarding any actual or possible violation or breach of, or default
under, any Material Contract, nor has it waived any of its material rights under any Material Contract.



4.17    
Insurance. Schedule ‎4.17 sets forth the following information with respect to each insurance policy to
which the Company is a party, a named insured, or otherwise the beneficiary of coverage:



(a)   the name of the insurer, the name of the policyholder and the name (or group designation) of each covered insured; and



(b)   the policy number and the period of coverage.



With
respect to each such insurance policy, no claim for coverage by the Company has been denied. The Company has not received any
written notice of cancellation or termination with respect to any insurance policy. All premiums due and payable with respect
to the insurance policies of the Company set forth in Schedule ‎4.17 have been fully paid and all such insurance
policies are valid and enforceable policies.





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4.18    Litigation.
There is no claim, litigation, action, arbitration, suit, or judicial proceeding pending or, to the Knowledge of Seller, threatened
in writing, against the Company, at law or equity, before any Governmental Authority.



4.19    Labor
and Employment Matters.



(a)     The Company is in compliance in all respects with all Applicable Laws respecting employment and employment practices and
terms and conditions of employment. Neither the Company or, to the Knowledge of the Seller, any of its respective Service
Providers, representatives or employees has committed any unfair labor practices in connection with the operation of the
businesses of the Company, and there is no pending or, to the Knowledge of the Seller, threatened in writing charge or
complaint against the Company by any Governmental Authority.



(b)     No union representation exists respecting the employees or other Service Providers of the Company and, to the Knowledge of Seller,
no union organizing activities are taking place.



(c)     To the Knowledge of Seller, no organizational effort is currently being made or threatened on behalf of any labor union with respect
to the employees or other Service Providers of the Company. There is no pending or, to the Knowledge of the Seller, threatened
labor dispute, strike or work stoppage against the Company.



4.20    Employee
Benefits.



(a)     Schedule 4.20 lists each non-qualified deferred compensation plan, qualified defined contribution retirement plan,
qualified defined benefit retirement plan or other material fringe benefit plan or program that the Company maintains or to which
the Company contributes (“Benefit Plans”).



(b)     Except as set forth on Schedule 4.20, the execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby in and of itself, will not (A) require the Company to make a larger contribution to, or pay greater benefits
or provide other rights under, any Benefit Plan than it otherwise would, or (B) create or give rise to any additional vested
rights or service credits under any Benefit Plan, in either case whether or not some other subsequent action or event would be
required to cause such payment or provision to be triggered.





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(c)     Schedule 4.20 sets forth as of the date hereof true and correct information concerning (i) all severance and change
of control plans or arrangements for the benefit of present Service Providers, directors or officers (or other equivalent positions)
or employees of the Company and any former Service Providers, directors or officers (or other equivalent positions) or employees
of the Company if any such plans or arrangements provide for any continuing obligations of the Company, (ii) all employment
agreements with any present director or officer (or other equivalent position) of the Company and any former directors or officers
(or other equivalent positions) of the Company if any such agreements provide for any continuing obligations of the Company, (iii) any
Person who has accepted an offer of employment made by the Company but whose employment has not yet started and of any outstanding
offer of employment made to any Person by the Company providing for annual cost to the Company in excess of $25,000, and (iv) all
non-competition agreements with the Company executed by directors or officers (or other equivalent positions) of the Company since
the beginning of 2013.



(d)     With respect to the Benefit Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions
have not been made and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly
reflected in accordance with GAAP, on the Audited Financial Statements.



4.21     Environment.



(a)     The Company is in compliance with all Environmental Laws, except for any noncompliance that is not reasonably expected to have
a material adverse effect on the business or financial condition of the Company, taken as a whole.



(b)     There is no outstanding action, suit, proceeding, charge, complaint, claim, demand or notice that has been filed or commenced
against the Company alleging a failure to comply with Environmental Laws.



(c)     The Company has not received notice that it is a potentially responsible party for corrective action under CERCLA or any other
similar Environmental Laws.



4.22    Compliance with Laws and Permits; Clinical and Regulatory Matters.



(a)     The Company holds and has at all times held and complied with, and immediately following the Closing the Company will hold and
be in compliance with, all Permits necessary for the conduct, ownership, use, occupancy or operation of the businesses of the
Company. Without derogating from the foregoing, the Company and its Service Providers and employees and agents hold all Permits,
from the FDA and any other Governmental Authority that is concerned with the quality, identity, strength, purity, safety, efficacy
or manufacturing of Company’s products (any such Governmental Authority, a “Regulatory Agency”), including all
authorizations required under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”) and the regulations
of the FDA promulgated thereunder, and the Public Health Service Act of 1944, as amended (the “PHSA”). Such Permits
are valid and in full force and effect in all material respects. As of the date hereof, the Company has not received any written
notice from any Governmental Entity (a) alleging any actual or possible violation of or failure to comply with any term or requirement
of any such Permit, or (b) regarding any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification
of any such Permit.





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(b)     With respect to the businesses of the Company, (i) the Company is in compliance with all applicable laws regarding registration,
license, certification for each site at which the Company’s products are tested, manufactured, labeled, sold, or distributed;
(ii) the Company has exported any of its products or business knowledge in compliance in all material respects with applicable
law; (iii) all of the studies and tests in relation to the Products conducted by or on behalf of Company were, or are being, conducted
in all material respects in accordance with applicable Laws of the jurisdiction where conducted at the time such studies and test
were conducted and in accordance with the prevailing scientific standards applicable to the conduct of such studies and activities;
(iv) all manufacturing operations performed by or on behalf of the Company have been and are being conducted in all material respects
in compliance with the Quality Systems Regulations of the FDA; (v) all required pre-clinical toxicology studies and non-clinical
laboratory studies sponsored by or on behalf of Company, or otherwise conducted with respect to Products under development have
been, or are being, conducted in compliance with the FDA's Good Manufacturing Practices, Good Laboratory Practices and Good Clinical
Practices in the United States; (vi) each clinical trial conducted by or on behalf of Company with respect to Products was, or
is being, conducted in accordance with its clinical trial protocol, and in compliance in all material respects with all applicable
Laws, including Good Clinical Practices, Informed Consent and all other applicable requirements contained in 21 CFR Parts 312,
50, 54, 56 and 11 and Company has filed all required notices (and made available to Buyer copies thereof) of adverse drug or product
experiences, injuries or deaths relating to clinical trials conducted by or on behalf of Company with respect to such Products;
and (vii) the Company is in compliance with all applicable reporting requirements for all Permits identified on Section 4.22 of
the Disclosure Schedules, including applicable adverse event reporting requirements in and outside of the United States under
applicable Law. The Company is in compliance with all FDA and similar state and local laws applicable to the maintenance, compilation
and filing of reports with regard to the Products. Schedule ‎4.22(b) sets forth a list of all adverse event reports
related to the Products. All of the complaint review and analysis reports of the Companythrough the date hereof, including information
regarding complaints by product and root cause analysis of closed complaints, were made available to Buyer and such reports are
correct in all material respects.



(c)     Neither the Company nor anyone acting on behalf of Company has received any written notice or other written communication from
any Governmental Authority (i) contesting the clearance or approval of, the uses of or the labeling and promotion of the Products,
or (ii) otherwise alleging any violation of any laws by the Seller.



(k)     There have been no recalls, field notifications or seizures ordered or adverse regulatory actions taken (or, to the Knowledge
of the Seller, threatened) by the FDA or any other Governmental Authority with respect to the Products, including any facilities
where any such products are produced, processed, packaged or stored and the Company has not within the last three years, either
voluntarily or at the request of any Governmental Authority, initiated or participated in a recall of any product or provided
post-sale warnings regarding any product. In addition, there have been no claims or actions asserted, are pending or, to the Knowledge
of the Seller, threatened against the Company with respect to the performance of the Products or injuries or other adverse events
arising from the use of the Company product or any warranty claims in respect thereof.





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(l)      All filings with and submissions to the FDA and any corollary entity in any other jurisdiction made by the Company with regard
to the Company’s products, whether oral, written or electronically delivered, were true, accurate and complete as of the
date made, and, to the extent required to be updated, as so updated remain true, accurate and complete as of the date hereof,
and do not materially misstate any of the statements or information included therein, or omit to state a material fact necessary
to make the statements therein not misleading.



(m)    Neither
Company, nor to Seller’s Knowledge, any Service Provider, director, officer, employee, agent or representative thereof,
has committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis
for the FDA to invoke its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,”
as set forth in 56 Fed. Reg. 46191 (Sept. 10, 1991) and any amendments thereto, or for any other Regulatory Agency to invoke any
similar policy. Neither Company, nor to Seller’s Knowledge, any Service Provider, director, officer, employee, agent or
representative thereof, has engaged in any activity prohibited under U.S. federal, state or foreign criminal or civil health care
Laws (including the U.S. federal Anti-Kickback Statute, Stark Law, False Claims Act, Health Insurance Portability and Accountability
Act, in each case, as amended, and any comparable state Laws), or the regulations promulgated pursuant to such Laws (each, a “Health
Care Law”). There is no civil, criminal, administrative or other proceeding, notice or demand pending, received or, to Seller’s
Knowledge, threatened against Company that relates to an alleged violation of any Health Care Law. Neither Company, nor to Seller’s
Knowledge, any Service Provider, director, officer, employee, agent or representative thereof, has been convicted of any crime
or engaged in any conduct for which debarment or exclusion is mandated by 21 U.S.C. sec. 335a(a), 42 U.S.C. sec. 1320a-7(a) or
any similar Law or authorized by 21 U.S.C. sec. 335a(b), 42 U.S.C. sec. 1320a-7(b) or any similar Law. There are no consent decrees
(including plea agreements) or similar actions to which Seller, or to Seller’s Knowledge, any Service Provider, director,
officer, employee, agent or representative thereof, are bound or which relate to the Products.



(n)     Company has complied in all material respects with all applicable statutes, rules, regulations, decrees, writs and orders of the
FDA and any other Regulatory Agency with respect to the labeling, storing, testing, development, manufacture, packaging and distribution
of the Products.



(o)     To the Seller’s Knowledge, no data generated by or on behalf of Company with respect to any Product is the subject of any
action, either pending or threatened, by any Regulatory Agency relating to the truthfulness or scientific adequacy of such data.



(p)     Neither Company, nor to Seller’s Knowledge, any Service Provider, director, officer, employee, agent or representative thereof,
has received any notice that the FDA or any other Regulatory Agency or clinical investigator has initiated, or threatened to initiate,
any action to suspend any clinical trial, or otherwise restrict the pre-clinical research or clinical study of any Product or
any drug product being developed based on any Intellectual Property of the Company, or to recall, suspend or otherwise restrict
the development or manufacture of any Company product.





29







(q)     Company has not received written notice of, or is subject to, any adverse inspection, finding of deficiency, finding of non-compliance,
investigation, civil or criminal proceeding, hearing, suit, demand, claim, complaint, inquiry, proceeding, or other compliance
or enforcement action relating to any Products. To Seller’s Knowledge, there is no act, omission, event or circumstance
that would reasonably be expected to give rise to any such action.



(r)      Company has made available to Buyer true, correct and complete copies of any and all applications, approvals, licenses, written
notices of inspectional observations, establishment inspection reports and any other documents received from the FDA or other
Regulatory Agency, including any documents received from the FDA and any other Regulatory Agency that indicate or suggest lack
of compliance with the regulatory requirements of the FDA or such other Regulatory Agency. Company has made available to Buyer
true, correct and complete copies of all material correspondence to or from the FDA or other Regulatory Agency, minutes of meetings,
written reports of phone conversations, visits or other contact with the FDA or other Regulatory Agency, and all other documents
concerning communications to or from the FDA or other Regulatory Agency, or prepared by the FDA or other Regulatory Agency or
which bear in any way on Seller’s compliance with regulatory requirements of the FDA or any other Regulatory Agency, or
on the approval of any Products.



4.23    Certain Business Relationships with Company. Except as described in Schedule 4.23, no Seller or its Affiliates or
any Related Party thereof, (a) owns any material asset, tangible or intangible, which is used in the business of Company, (b)
is owed money by or owes money to the Company, (c) has entered into, or has had any direct or indirect financial interest in,
any contract, transaction or business dealing involving the Company, (d) is competing, directly or indirectly, with the Company,
(e) is a member, manager, director, officer or employee of, or consultant to, or owns, directly or indirectly, any interest in,
any vendor, supplier or customer of the Company, or is in any way associated with or involved in the business of the Company (except
in his or her official capacity as a Service Provider, director, officer or employee of the Company, as the case may be), (f)
has any interest in or has filed any application with respect to any Intellectual Property, which arises out of or relates to
the Company or its businesses, (g) has any claim or right against the Company (other than rights to receive compensation for,
or expense reimbursement in connection with, services performed as an Service Provider, employee or director) or (h) is party
to any transactions, contracts or understandings with Company that would be considered a “transaction” under Item
404 of Regulation S-K under the Securities Act if Company were to be subject to such regulation.



4.24     Product
Liability. The Company has not given or made any warranties to third Persons with respect to any products developed by it,
except for the warranties imposed by the provisions of the Material Contracts as listed on Schedule ‎4.16and
Applicable Laws. The Seller has no Knowledge of any present claim against the Company not fully covered by insurance for clinical
trial liability or product liability on account of any express or implied warranty.





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4.25     Anti-Corruption
Compliance. The Company has not (and none of the Company’s officers or directors, agents, Service Providers or any other
Person acting on behalf the Company has), directly or indirectly: (a) taken any action which would cause it to be in violation
of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder, or any similar anti-corruption
or anti-bribery legal requirements applicable to the Company in any jurisdiction; (b) used any corporate funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity; (c) made, offered or authorized any unlawful payment
to foreign or domestic government officials or employees, whether directly or indirectly; or (d) made, offered or authorized any
bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly. No Service
Provider, officer or director of Company has bribed another Person intending to obtain or retain business or an advantage in the
conduct of business for the Company and the Company has in place adequate procedures designed to prevent any Service Provider
or any officer or director of Company from undertaking any such conduct.



4.26    Export Control Legal Requirements



(a)     The Company has complied with all applicable export and re-export control Laws (“Export Controls”), including
the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by
the U.S. Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained
by the U.S. Department of State and any applicable anti-boycott compliance regulations. The Company has not directly or indirectly
sold, exported, re-exported, transferred, diverted, or otherwise disposed of any products, software, or technology (including
products derived from or based on such technology) to any destination, entity, or Person prohibited by Laws of the United States,
Israel, or any other country, without obtaining prior authorization from the competent Governmental Authority as required by those
Laws. The Company is in compliance with all applicable U.S., Israel, and foreign import Laws (“Import Restrictions”),
including Title 19 of the U.S. Code and Title 19 of the Code of Federal Regulations.



(b)     Except as authorized, the Company has not released or disclosed controlled technical data, technology, biological or chemical
materials to any foreign national whether in the United States, Israel, or abroad.



(c)     No Proceeding is pending or threatened, concerning or relating to any export or import activity of the Company. No voluntary self-disclosures
have been filed by or for the Company with respect to possible violations of Export Controls and Import Restrictions.



(d)     The Seller has no Knowledge of any fact or circumstance that could result in any Liability of the Company for violation of Export
Control and Import Restrictions.



(e)     The Company has maintained all records required to be maintained in their possession as required under the Export Control and
Import Restrictions.





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4.27     Full Disclosure



This
Agreement (including the Schedules and any closing deliverables) does not as of the date hereof, and will not as of the Closing:
(i) contain any representation, warranty or information that is false or misleading with respect to any material fact; or (ii)
omit to state any material fact necessary in order to make the representations, warranties and information contained and to be
contained herein and therein (in the light of the circumstances under which such representations, warranties and information were
or will be made or provided) not false or misleading. The Seller has no Knowledge of any information or other fact that is or
may become materially adverse to the business, condition, assets, capitalization, Intellectual Property, Liabilities, operations,
results of operations, financial performance or prospects of the Company that has not been set forth in this Agreement or in the
Schedules.



ARTICLE
5COVENANTS



5.1      Access and Investigation. During the period from the date of this Agreement and continuing until the earlier of the termination
of this Agreement pursuant to Article 8 or the Closing (the “Pre-Closing Period”), the Company and the Seller
shall: (a) provide Buyer or an Affiliate acting on its behalf and Buyer’s representatives with reasonable access during
normal business hours to the Company’s personnel and assets and to all existing books, records, Tax Returns, work papers
and other documents and information relating to the Company; and (b) provide Buyer or an Affiliate acting on its behalf and Buyer’s
representatives with copies of such existing books, records, Tax Returns, work papers and other documents and information relating
to the Company, and with such additional financial, operating and other data and information regarding the Company, as Buyer or
an Affiliate acting on its behalf may reasonably request. During the Pre-Closing Period, Buyer or an Affiliate acting on its behalf
may make inquiries of Persons having business relationships with the Company, and the Company and its representatives shall help
facilitate (and shall cooperate fully with Buyer or an Affiliate acting on its behalf in connection with) such inquiries.



5.2      Operation of the Business of the Company. During the Pre-Closing Period, the Company and the Seller shall: (i) conduct
Company’s business in the ordinary course and use its reasonable best efforts to maintain its business, assets and Service
Provider,; (ii) not issue or agree to issue any additional shares or any other voting security or any rights to acquire any such
additional shares or voting security; (iii) not engage in any additional borrowings, loans or capital leases; (iv) not change
the terms of compensation of Service Provider, of the Company; (v) not authorize or consummate any dividends or distributions
or sale of assets or payment of management fees to Seller or others, or any consolidation, merger, sale of any of its assets or
purchase of capital assets or purchase of all or substantially all of the assets other entity, or any other extraordinary corporate
transaction; and (vi) not change any of its methods of accounting or accounting practices in any material respect or in respect
of Taxes, nor make or change any Tax election or enter into a Tax related agreement, nor commence or settle any legal action,
nor enter into any material transaction or take any other material action outside the Ordinary Course of Business or inconsistent
with its past practices. Notwithstanding the foregoing, the Company may take any action described in clauses (i) through (vi)
above if: (A) Buyer or an Affiliate acting on its behalf gives its prior written consent to the taking of such action by the Company;
or (B) such action is expressly contemplated by this Agreement.





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5.3      Payments to Yissum pursuant to the Yissum License. The Seller confirms that (i) Seller and/or the Company, as applicable,
has notified Yissum of the transactions contemplated by this Agreement which are an Exit Event, to the satisfaction of Yissum
with respect to any prior notification requirements set forth in the Yissum License; (ii) following the Closing, Seller shall
promptly pay Yissum out of the Cash Consideration any and all Exit Fees which may become due and payable to Yissum under the Yissum
License as a result of the completion of the transactions contemplated hereunder; and, (iii) Seller undertakes to receive from
Yissum by no later than 30 days following the Closing, an agreement to defer the payment by the Company of the Historical Patents
Costs until no earlier than December 31, 2018; and, in absence of such agreement by Yissum, Seller shall promptly pay Yissum out
of the Cash Consideration any and all Historical Patent Costs which may become due and payable to Yissum under the Yissum License
as a result of the completion of the transactions contemplated hereunder. Any defined terms in this sub-section not defined in
this Agreement are as defined in the Yissum License.



5.4      Notification.



(a)     Notification. During the Pre-Closing Period, the Seller or the Company shall promptly notify Parent in writing of: (i)
the discovery by Seller or the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the
date of this Agreement and that caused or constitutes a breach of or an inaccuracy in any representation or warranty made by the
Seller in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this
Agreement and that would cause or constitute a breach of or an inaccuracy in any representation or warranty made by the Seller
in this Agreement if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery
of such event, condition, fact or circumstance; or (B) such event, condition, fact or circumstance had occurred, arisen or existed
on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company or the Seller; and (iv)
any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article
6 impossible or unlikely.



(b)     Updates. If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section ‎5.4(a)
requires any material change in any Schedule attached hereto either by itself or together with other events, conditions, facts
or circumstances, or if any such event, condition, fact or circumstance either by itself or together with other events, conditions,
facts or circumstances, would require such a material change assuming the Schedule were dated as of the date of the occurrence,
existence of discovery of such event, condition, fact or circumstance, then the Seller shall promptly inform the Parent in writing
of such update and shall use its reasonable best efforts to deliver to Buyer or an Affiliate acting on its behalf and Parent an
updated Schedule specifying such change. Any such update, if agreed to in writing by the Buyer or an Affiliate acting on its behalf
and Parent, shall be deemed to supplement or amend the relevant Schedule for the purpose of: (i) determining the accuracy of any
of the representations and warranties made by the Seller in this Agreement; and (ii) determining whether any of the conditions
set forth in ‎ARTICLE 6 have been satisfied.





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5.5      No Negotiation. During the Pre-Closing Period, the Seller and the Company shall not, and shall ensure that each of the
Company, and the Seller does not: (a) solicit or encourage the initiation or submission of any expression of interest, inquiry,
proposal or offer from any Person (other than Buyer) relating to a possible Acquisition Transaction; (b) participate in any discussions
or negotiations or enter into any agreement, understanding or arrangement with, or provide any non-public information to, any
Person (other than Buyer or its Representatives) relating to or in connection with a possible Acquisition Transaction; or (c)
entertain or accept any proposal or offer from any Person (other than Buyer), relating to a possible Acquisition Transaction.
The Company and the Seller shall promptly notify Parent of any inquiry, indication of interest, proposal or offer relating to
a possible Acquisition Transaction that is received by any of the Seller or the Company during the Pre-Closing Period (including
the identity of the Person making or submitting such inquiry, indication of interest, proposal or offer, and the terms thereof).



5.6      Filings and Consents.



(a)     Filings. Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement,
all notices, reports and other documents required to be filed by such party with any Governmental Authority with respect to the
transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental
Authority.



(b)     Efforts. Subject to Section ‎5.6(c), each party hereto shall use commercially reasonable efforts to take, or cause
to be taken, all actions necessary to consummate and make effective the transactions contemplated by this Agreement. Without limiting
the generality of the foregoing, but subject to Section ‎5.6(c), each party to this Agreement: (i) shall make all filings
(if any) and give all notices (if any) required to be made and given by such party in connection with the transactions contemplated
by this Agreement; and (ii) shall use commercially reasonable efforts to obtain each consent (if any) required to be obtained
(pursuant to any Applicable Law or contract, or otherwise) by such party in connection with the transactions contemplated by this
Agreement.



(c)     Limitations. Notwithstanding anything to the contrary contained in Section ‎5.6(b) or elsewhere in this Agreement,
Buyer and Parent shall not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of its Affiliates
or the Company to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to
take (or cause any of its Affiliates or the Company to take or agree to take) any other action or to agree (or cause any of its
Affiliates or the Company to agree) to any limitation or restriction on any of its respective businesses, product lines or assets;
or (ii) to contest any legal proceeding relating to the transactions contemplated by this Agreement.



5.7      Resignation
of Directors. The Seller shall (and shall cause the Company to) use commercially reasonable efforts to obtain and deliver
to Parent at or prior to the Closing the resignation of the directors of the Company listed onSchedule ‎5.7‎4.1hereto, effective as of the later of the Closing and the date Parent causes such director to be replaced (it being understood
that such resignations shall not constitute a termination of employment by such director). In addition, at the Closing, the Seller
shall deliver to Parent an irrevocable power of attorney with respect to Seller’s rights to appoint directors at the Company
in accordance with the Governing Documents of the Company (the “Seller Directors POA”).





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5.8      Ancillary Agreements. As soon as possible following the date hereof and in any event prior to the Closing, the Seller shall
execute and deliver and shall cause the Company to execute and deliver to Buyer or an Affiliate acting on its behalf and/or Parent,
as applicable, all agreements and documents set forth in Article 6 to be executed by the Company and such Seller.



5.9      Reasonable Efforts. Prior to the Closing: (a) the Seller shall (and shall cause the Company to) use all reasonable efforts
to cause the conditions set forth in Article 6 to be satisfied on a timely basis; and (b) Buyer or an Affiliate acting on its
behalf and Parent shall use all reasonable efforts to cause the conditions set forth in Article 6 to be satisfied on a timely
basis.



5.10    Closing
Balance Sheet. At Closing, the Company shall deliver to Parent a consolidated balance sheet of the Company as of each
of December 31, 2016 and the Closing Date, satisfactory to the Parent and prepared in accordance with GAAP based upon the Company’s
books and records in accordance with the Company’s accounting policies and procedures consistently applied,, in accordance
with the Company’s historic past practice, and which fairly present the consolidated financial condition of the Company
in all material respects as of the dates stated (the “Closing Balance Sheet”).



5.11    Communications
with Employees. Prior to the Closing Date, the Seller shall not (and the Seller shall ensure that none of its respective representatives,
the Company or any of the Company’s representatives) communicate with Service Provider, of the Company (which are not Seller)
regarding post-Closing employment or other forms of engagement matters with Buyer or any subsidiary or Affiliate of Buyer, including
post-Closing employee benefit plans and compensation, without the prior written approval of Buyer. Concurrent with the execution
of this Agreement, Buyer shall provide the Company with written information to provide to the Company’s Service Provider,
regarding the transition.



5.12    Litigation
Support. If and for so long as any Party is actively contesting or defending against any action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand in connection with (a) any transaction contemplated under this Agreement,
or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action,
failure to act or transaction on or prior to the Closing Date involving the Company, including, but not limited to any such matters
arising out of a Party’s defense of any matter subject to indemnification under Article 10 as permitted pursuant to such
Article 10, each of the other Parties shall cooperate with such Party and such Party’s counsel in the defense or contest,
make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection
with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending
Party is entitled to indemnification therefor under Article 10).





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5.13    Audited
Financial Statements of Company. Following the Closing, the Company shall prepare and deliver to Parent by no later than March
1, 2017, those historical audited financial statements relating to the Company, including notes thereto, as Parent is required
or otherwise intends to file with the SEC pursuant to the Exchange Act and/or the Securities Act, including as of and for the
year ended December 31, 2016, (the “Company Financial Statements”), which Company Financial Statements shall
fairly and accurately present in all material aspects the financial position of the Company. Following the Closing, the Company
shall provide Parent all such information as is reasonably necessary to enable Parent to prepare and file with the SEC any pro
forma financial statements of the Parent consolidated with the Company which may be required to be filed by Parent pursuant to
the Exchange Act and/or the Securities Act.



5.14    Listing
of Consideration Shares. Parent shall use commercially reasonable efforts to cause the Consideration Shares to be approved
for listing on the Tel Aviv Stock Exchange as soon as possible prior to or following the Closing.



5.15    Restrictive Covenants



(a)    Public Announcements; Confidentiality. From and after the date of this Agreement:



(i)       Seller hereby covenants with and undertakes to Buyer and Parent that the Company and Seller shall not (and the Company and Seller
shall ensure that its representatives, the Company and the Company’s representatives do not) issue any press release or
make any public statement (other than to any Service Provider of the Company on a need to know basis) regarding (or otherwise
disclose to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by
this Agreement, without Buyer’s (or an Affiliate acting on its behalf) prior written consent.



(ii)      The Seller agrees that at all times after the date of this Agreement the Seller shall keep strictly confidential all Confidential
Information relating to the Company, the Parent and the Buyer, and their respective Affiliates, including the Intellectual Property
of the Company.



(iii)     Notwithstanding anything to the contrary in this Agreement, in case any Confidential Information or other information concerning
the Parties hereto or the transactions contemplated hereunder is information that may be considered "material non-public
information" pursuant to the securities laws and regulations governing Parent and the securities exchanges on which its shares
are traded – the Seller hereby undertakes not to make any unlawful use of such information, including by way of effecting
a transaction in a security of Parent while the information or any part thereof is in the Seller's or Company’s possession.
The Seller represents that it is aware, and will advise the Company, and its respective representatives. Service Providers, directors,
officers, employees, consultants and agents who are informed of the matters that are the subject of this Agreement, of the restrictions
imposed by the applicable securities laws on the purchase or sale of securities by any person who has received material, non-public
information regarding a company with publicly traded securities, as well as the restrictions making it unlawful to communicate
such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell securities
in reliance upon such information.





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(iv)    Notwithstanding that which is stated in elsewhere in this Agreement, to the extent that Parent is required under any applicable
securities law, or by the applicable rules of any stock exchange on which Parent lists its securities, to deliver any notice to
a stock exchange or relevant securities regulatory authority and/or issue any press release or public announcement with respect
to the commercial relationship between the Parties hereto and/or this Agreement, including the filing of a copy of this Agreement
or any schedules, exhibits or annexes thereof, as may be required by law, it shall be permitted to issue such release, make such
announcement, or file such filing.



(a)     Non-Competition. The Seller covenants and agrees that, during the period beginning on the Closing Date and ending on the
fifth anniversary of the Closing Date (the “Restricted Period”), it and its Affiliates will not, directly or
indirectly, engage or participate in any manner (as an owner, equity holder, financing source, director, manager, officer, employee,
agent, representative, consultant, Service Provider or otherwise) in any business that is or may reasonably be considered to be
competitive with any business engaged in by the Company, the Buyer or Parent or any of their respective Affiliates, anywhere in
the world. Notwithstanding the foregoing, nothing contained in this Section ‎5.15(a)‎5.15 will prohibit the Seller
or its Affiliates from the passive ownership of less than 5% of any class of stock listed on a national securities exchange or
traded in the over-the-counter market.



(b)     Non-Solicitation of Business Relationships. Without limiting the generality of the provisions of Section ‎5.15(a)‎5.15 above, the Seller covenants and agrees that during the Restricted Period it and its Affiliates will not, directly or indirectly,
solicit, induce or advise or participate in any manner (as an owner, equity holder, financing source, director, manager, officer,
employee, agent, representative, consultant, Service Provider or otherwise) in any business that solicits, induces or advises,
any Person that is or was a customer, supplier or other business relation of the Company at any time during the 48 month
period prior to the Closing Date for purposes of diverting such Person’s business from the Buyer or any of its Affiliates
or providing any goods or services which are or may reasonably be considered to be competitive with those provided by the Company,
Buyer or Parent or any of their respective Affiliates.



(c)     Non-Solicitation of Employees and Contractors. The Seller covenants and agrees that during the Restricted Period it and
its Affiliates will not, directly or indirectly, solicit, induce, employ or engage, or participate in any manner (as an owner,
equity holder, financing source, director, manager, officer, employee, agent, representative, consultant, Service Provider or
otherwise) in any business that solicits, induces, employs or engages, any individual that served as a Service Provider or independent
contractor to the Company, Buyer or Parent or any of their respective Affiliates at any time during the 12 month period prior
to the Closing Date, or otherwise seek to influence or alter any such individual’s relationship with the Company, Buyer
or Parent or any of their respective Affiliates.





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(d)     Non-Disparagement. The Seller covenant and agree that it and its Affiliates will not, directly or indirectly, make, cause
to be made or condone the making of any statement or other communication, written or otherwise, that could constitute disparagement
or criticism of, or that could otherwise be considered to be derogatory or detrimental to, or otherwise reflect adversely on,
harm the reputation of, or encourage any adverse action against the Company, Buyer or Parent or any of their respective Affiliates
or Service Providers.



(e)     Acknowledgements; Remedies. The Seller acknowledges and agrees that (i) the covenants and agreements set forth in
this Section ‎5.15 were a material inducement to the Buyer and Parent to enter into this Agreement and to perform their
obligations hereunder, (ii) the Buyer, Parent and their respective stakeholders would not obtain the benefit of the bargain
set forth in this Agreement as specifically negotiated by the Parties if the Seller or any of its Affiliates breached any provision
of this Section ‎5.15, (iii) any breach of any provision of this Section ‎5.15 by the Seller or any
of its respective Affiliates would result in a significant loss of goodwill by the Buyer, Parent and the Company, (iv) the
Consideration is sufficient consideration to make the covenants and agreements set forth herein enforceable, (v) the length
of time, scope and geographic coverage of the covenants set forth in this Section ‎5.15 is reasonable given the benefits
the Seller will directly or indirectly receive hereunder, and (vi) The Seller will not challenge the reasonableness of the
time, scope, geographic coverage or other provisions of this Section ‎5.15(a)‎5.15 in any Proceeding, regardless
of who initiates such Proceeding. The Seller agree that in the event of any actual or threatened breach by the Seller or any of
its respective Affiliates of any of the provisions contained in this Section ‎5.15(a)‎5.15, the Buyer will be entitled
to injunctive and other equitable relief without (A) posting any bond or other security, (B) proving actual damages
and (C) showing that monetary damages are an inadequate remedy. Nothing contained herein will be construed as prohibiting
the Buyer or Parent or any of their respective Affiliates from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of any damages that it is able to prove. The Seller will cause each of its Affiliates
to comply with this Section ‎5.15, and will be liable for any breach by any of its Affiliates of this Section ‎5.15(a)‎5.15.
In the event of a breach or violation by the Seller or any of its respective Affiliates of this Section ‎5.15(a)‎5.15,
the Restricted Period with respect to the Seller will be extended by a period of time equal to the period of time during which
such Person violates the terms of this Section ‎5.15(a)5.15.



5.16     Lock-Up



(a)     Agreement to Lock-Up. Seller hereby agrees that it will not, without the prior written consent of the Buyer, during the
period commencing on the date of the issuance of each of the Consideration Shares (such date, the “Issue Date”)
and ending on the date that is twelve months after the Issue Date, lend, offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any of the applicable Shares or enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of the applicable Shares (each of
the foregoing, a “Transaction”). Seller further agrees to execute such agreements as may be reasonably requested
by Parent that are consistent with this Section ‎5.16 or that are necessary to give further effect hereto, including
the execution of any agreements that are necessary to give further effect hereto with respect to any permitted transferee of the
Consideration Shares (in whole or in part), including the form of individual agreement to be entered into at Closing by Seller
with Parent covering corporate governance arrangements, including the Post-Closing Parent Corporate Governance Agreement.





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(b)     Stop Transfer Instructions. In order to enforce the foregoing covenant, Seller further agrees that the Parent may impose
stop-transfer instructions with respect to the applicable Shares and/or any of Parent’s American Depositary Shares which
may be issued to represent such Shares, until the end of such restricted period.



5.17     Excess
Post-Closing Company Liabilities. Following the Closing, the Seller shall be entitled to negotiate, in consultation with Buyer
or an Affiliate thereof acting on Buyer’s behalf, with any Persons which are due any Company Closing Liabilities, in order
to reduce the obligations of the Company with respect to such Company Closing Liabilities. Following the completion of such negotiations,
which in any event shall not extend past the Initial Escrow Fund Release Date, any remaining outstanding Company Closing Liabilities
which are in excess of the Excess Company Closing Liabilities Amount shall be on account of the Seller (the “Excess Post-Closing
Company Liabilities”).



5.18     General.
If at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties
will take such further action (including the execution and delivery of such further instruments and documents) as any other Party
reasonably may request.



ARTICLE
6CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER



The
obligations of Buyer or an Affiliate acting on its behalf to cause the transactions contemplated by this Agreement to be consummated
are subject to the satisfaction (or waiver by Buyer or an Affiliate acting on its behalf), at or prior to the Closing, of each
of the following conditions:



6.1      Accuracy of Representations.



Each
of the representations and warranties of the Seller and/or any Affiliate of the above which is a party to a Transaction Document
containing such representations and warranties (whether as original party, transferee or by joinder agreement) contained in a
Transaction Document or any schedule, certificate or other document delivered pursuant thereto or in connection with the transactions
contemplated thereby that are subject to materiality or similar qualifications or exceptions will be true and correct in all respects
on and as of the date of this Agreement and as of the Closing as if made at and as of the Closing (other than such representations
and warranties that are made as of a specified date, which representations and warranties will be true and correct in all respects
as of such date), and each of the representations and warranties of the Seller and/or any Affiliate of the above which is a party
to a Transaction Document containing such representations and warranties (whether as original party, transferee or by joinder
agreement) contained in a Transaction Document or any schedule, certificate or other document delivered pursuant thereto or in
connection with the transactions contemplated thereby that are not subject to materiality or similar qualifications or exceptions
will be true and correct in all material respects on and as of the date hereof and as of the Closing as if made at and as of the
Closing (other than such representations and warranties that are made as of a specified date, which representations and warranties
will be true and correct in all material respects as of such date).





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6.2      Performance of Covenants. Each of the covenants and obligations of the Seller, or the Company are required to comply with
or to perform at or prior to the Closing shall have been complied with and performed in all material respects.



6.3      Governmental and Other Consents.



(a)     Governmental Consents. All filings with, notices to and other consents of any Governmental Authority required to be made
or obtained on or prior to the Closing Date in connection with the transactions contemplated by this Agreement shall have been
made or obtained and shall be in full force and effect and any waiting period under any applicable antitrust or competition law,
regulation or other Applicable Law shall have expired or been terminated.



(b)     TASE Consent. The authorization of the TASE for the listing of the Consideration Shares.



(c)     Other Consents. Buyer or an Affiliate acting on its behalf shall have received evidence satisfactory to Buyer or an Affiliate
acting on its behalf that all consents identified in Schedule 6.3‎(b)‎(c) shall have been obtained and shall be
in full force and effect, and all other material consents of third parties (other than governmental authorities) required to be
obtained in connection with the transactions contemplated by this Agreement shall have been obtained and shall be in full force
and effect.



6.4      No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.



6.5      Deliverables. The Seller shall have delivered to Buyer or an Affiliate acting on its behalf each of the deliverables detailed
in Section ‎2.4 above.



6.6      No Restraints. No temporary restraining order, preliminary or permanent injunction or cease and desist or other order preventing
the consummation of the transactions contemplated by this Agreement, or imposing fines, assessments, costs, liabilities or penalties
in respect thereof, shall have been issued by any court of competent jurisdiction or Governmental Authority and remain in effect,
and there shall not be any legal requirement enacted or deemed applicable to the transactions contemplated by this Agreement that
makes consummation of such transactions illegal.





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6.7      Employee Matters.  The Seller and the Company shall have confirmed that with respect to each of the Company Service
Providers listed on Schedule 6.7, such Service Provider remains engaged by the Company, as applicable, and none of such
Service Providers as aforesaid shall have expressed an intention or interest (whether formally or informally) in, or taken any
action toward, terminating his or her engagement with the Company, Buyer or an Affiliate thereof before or after the Closing.
The Company shall have accrued in full all any compensation, wage, bonus, commission, vacation pay and other employment and/or
service related benefits accrued through the Closing.



6.8      No Legal Proceedings. No Governmental Authority and no other Person shall have commenced or threatened (or made any determination)
to commence any legal proceeding: (a) challenging any of the transactions contemplated by this Agreement or seeking the recovery
of damages in connection with any of the transactions contemplated by this Agreement; (b) seeking to prohibit or limit the exercise
by Buyer or an Affiliate acting on its behalf of any material right pertaining to its ownership of the Shares; (c) seeking to
materially restrict or condition, or that may have the effect of preventing, delaying, making illegal or otherwise interfering
with, the transactions contemplated by this Agreement; or (d) seeking to compel any of the Company, Buyer or any Affiliate of
Buyer to dispose of or hold separate any material assets as a result of the transactions contemplated by this Agreement.



ARTICLE
7CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER



The
obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver
by the Seller), at or prior to the Closing, of the following conditions:



7.1      Accuracy of Representations.



Each
of the representations and warranties of the Buyer or Parent, as applicable, contained in the Transaction Documents or any schedule,
certificate or other document delivered pursuant thereto or in connection with the transactions contemplated thereby that are
subject to materiality or similar qualifications or exceptions will be true and correct in all respects on and as of the date
of this Agreement and as of the Closing as if made at and as of the Closing (other than such representations and warranties that
are made as of a specified date, which representations and warranties will be true and correct in all respects as of such date),
and each of the representations and warranties of the Buyer contained in the Transaction Documents or any schedule, certificate
or other document delivered pursuant thereto or in connection with the transactions contemplated thereby that are not subject
to materiality or similar qualifications or exceptions will be true and correct in all material respects on and as of the date
hereof and as of the Closing as if made at and as of the Closing (other than such representations and warranties that are made
as of a specified date, which representations and warranties will be true and correct in all material respects as of such date).



7.2      Performance of Covenants. Each of the covenants and obligations that Buyer or an Affiliate acting on its behalf or Parent
is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material
respects.





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7.3      The Consideration. The Seller shall have received:



(a)     the Cash Consideration (minus the Escrow Amount and the Third Party Fee);



(b)     the Consideration Shares represented by Parent share certificates and an updated Parent share register duly endorsed or with duly
executed stock power representing each of the Consideration Shares and deliverable to the Escrow Agent, as applicable.



7.4       No Restraints. No temporary restraining order, preliminary or permanent injunction or cease and desist or other order preventing
the consummation of the transactions contemplated by this Agreement, or imposing fines, assessments, costs, liabilities or penalties
in respect thereof, shall have been issued by any court of competent jurisdiction or Governmental Authority and remain in effect,
and there shall not be any legal requirement enacted or deemed applicable to the transactions contemplated by this Agreement that
makes consummation of such transactions illegal.



7.5       No Legal Proceedings. No Governmental Authority and no other Person shall have commenced or threatened (or made any determination)
to commence any legal proceeding: (a) challenging any of the transactions contemplated by this Agreement or seeking the recovery
of damages in connection with any of the transactions contemplated by this Agreement; (b) seeking to prohibit or limit the exercise
by Seller of any material right pertaining to its ownership of the Consideration Shares; or (c) seeking to materially restrict
or condition, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions
contemplated by this Agreement.



ARTICLE
8TERMINATION



8.1       Termination Events. This Agreement may be terminated prior to the Closing:



(a)     by the mutual written consent of Buyer or an Affiliate acting on its behalf and Seller;



(b)     by any Party hereto if the Closing has not taken place on or before 13:00 a.m. (Israel time) on January 13, 2017, unless such
Party is in breach of any of the provisions of this Agreement;



(c)     by either Buyer or an Affiliate acting on its behalf or the Seller if: (i) a court of competent jurisdiction or other Governmental
Authority shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the
effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or (ii)
there shall be any legal requirement enacted, promulgated, issued or deemed applicable to the transactions contemplated by this
Agreement by any Governmental Authority that would make consummation of such transactions illegal;





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(d)     by Buyer or an Affiliate acting on its behalf if: (i) any of the representations and warranties of the Seller contained in this
Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the
date of this Agreement, such that the condition set forth in Section ‎6.1 would not be satisfied; (ii) any of the covenants
and obligations which the Seller or the Company are required to comply with or to perform as set forth in this Agreement shall
have been breached such that the condition set forth in Section ‎6.2 would not be satisfied; or (iii) a Material Adverse Effect
shall have occurred and the change or effect resulting therefrom continues in effect such that the condition set forth in Section
‎6.4 would not be satisfied; provided, however, that, for purposes of clauses “(i)” and “(ii)”
only, if an inaccuracy in any of the representations and warranties of the Seller as of a date subsequent to the date of this
Agreement or a breach of a covenant or obligations by the Seller or the Company) is curable by the Company, or the Seller through
the use of reasonable efforts before 13:00 p.m. (Israel time) on January 13, 2017 after Buyer or an Affiliate acting on its behalf
notifies the Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then
Buyer may not terminate this Agreement under this Section ‎8.1(d) as a result of such inaccuracy or breach prior to the expiration
of the Seller Cure Period, provided that the Company, the Seller, during the Seller Cure Period, continue to exercise reasonable
efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section
‎8.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Seller
Cure Period); or



(e)     by the Seller if: (i) any of Buyer’s or Parent’s representations and warranties contained in this Agreement shall
be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement,
such that the condition set forth in Section ‎7.1 would not be satisfied; or (ii) if any of Buyer’s or Parent’s
covenants contained in this Agreement shall have been breached such that the condition set forth in Section ‎6.4 would not
be satisfied; provided, however, that if an inaccuracy in any of Buyer’s or Parent’s representations and warranties
as of a date subsequent to the date of this Agreement or a breach of a covenant by Buyer or Parent is curable by Buyer or Parent
through the use of reasonable efforts before 13:00 p.m. (Israel time) on January 13, 2017 after the Seller notifies Parent in
writing of the existence of such inaccuracy or breach (the “Buyer Cure Period”), then the Seller may not terminate
this Agreement under this Section ‎8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Buyer Cure
Period, provided Buyer or an Affiliate acting on its behalf or Parent, as applicable, during the Buyer Cure Period, continues
to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Seller may not terminate this Agreement
pursuant to this Section ‎8.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to
the expiration of the Buyer Cure Period).



8.2       Termination Procedures. If Buyer or an Affiliate acting on its behalf wishes to terminate this Agreement pursuant to Section
‎8.1, Parent shall deliver to the Seller a written notice stating that Buyer is terminating this Agreement and setting
forth a brief description of the basis on which Buyer is terminating this Agreement. If the Seller wishes to terminate this Agreement
pursuant to Section ‎8.1, the Seller shall deliver to Parent a written notice stating that the Seller is terminating
this Agreement and setting forth a brief description of the basis on which the Seller is terminating this Agreement.





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8.3       Effect of Termination. If this Agreement is terminated pursuant to Section ‎8.1, all further obligations of
the Parties shall terminate, other than those obligations which by their nature are meant to survive termination of this Agreement.
Nothing in the foregoing shall be construed as restricting any Party from terminating this Agreement for breach by the other Party
as provided by Applicable Law 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.



ARTICLE
9[RESERVED]



ARTICLE
10INDEMNIFICATION



10.1     Survival of Representations, Etc. Subject to the limitations in this Article 10, all covenants, agreements, representations
and warranties made by Seller and Buyer pursuant to this Agreement shall be deemed to have survived the Closing and shall remain
effective, subject to the provisions of Section 10.5.



10.2     Indemnification Provisions for Benefit of Buyer and Parent. Subject to the limitations in this Article 10, following the
Closing, the Seller shall indemnify and save and hold Buyer and Parent and their Affiliates and their respective equity holders,
officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors and other agents (“Buyer
Indemnified Parties”) harmless from and against any Damages suffered or incurred by any Buyer Indemnified Party (provided
that Seller shall be limited in his or its respective obligations hereunder by the other limitations set forth in this Article
10) arising out of or resulting from:



(a)    a breach of any representation or warranty made by Seller in this Agreement; or



(b)    the failure of Seller or Company duly to perform or observe any covenant or agreement in this Agreement required on the part of
Seller or Company to be performed or observed before the Closing Date; or



(c)    the failure of Seller duly to perform or observe any covenant or agreement in this Agreement required on the part of Seller to
be performed or observed after the Closing Date.





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10.3    Indemnification Provisions for Benefit of Seller. Following the Closing, Buyer shall indemnify, and save and hold harmless
the Seller, its Affiliates and their respective equity holders, officers, directors, managers, employees, attorneys, accountants,
consultants, financial advisors and other agents (“Seller Indemnified Parties”) from and against any Damages
suffered or incurred by any one or more of them arising out of or resulting from:



(a)    a breach of any representation or warranty made by Buyer or Parent in this Agreement; or



(b)    the failure of Buyer or Parent duly to perform or observe any covenant or agreement in this Agreement required on the part of
Buyer or Parent to be performed or observed before or after the Closing Date.



10.4     Exclusive Remedy. This Article 10 constitutes the Buyer’s, Parent’s and Seller’s sole and exclusive remedy
for any and all Damages or other claims (excluding any actions for specific performance) relating to or arising from this Agreement,
any of the agreements, documents and instruments executed and delivered in connection herewith or the transactions contemplated
by any of the foregoing. Neither of Buyer, Parent nor Seller may avoid such limitation on Liability by seeking damages for breach
of contract, tort, cost recovery or contribution pursuant to any other theory of Liability, other than claims based on fraud or
intentional misrepresentation or willful misconduct.



10.5     Damage to Buyer. The Parties acknowledge and agree that, if the Company suffers, incurs or otherwise becomes subject to
any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation,
then (without limiting any of the rights of Company as an indemnitee), Buyer shall also be deemed, by virtue of its ownership
of the Shares, to have incurred Damages as a result of and in connection with such inaccuracy or breach.



10.6     Term.



(a)    Any
rights of a Buyer Indemnified Party to indemnification under this Agreement (including under Section 10.2) shall apply only
to those claims written notice of which shall have been delivered by Buyer or an Affiliate acting on its behalf to Seller on or
before twenty four (24) months from the date hereof (such period on or before twenty (24) months from the date hereof, the “Survival
Period”), except that such indemnification obligations with respect to breaches of any representation or warranty in
the case of fraud or criminal activity, will survive the Closing and continue indefinitely.



(b)    Any rights of any Seller Indemnified Party to indemnification under this Agreement (including under Section 10.3) shall apply
only to those claims written notice of which shall have been delivered by Seller to Buyer on or before the end of the Survival
Period, except that such indemnification obligations with respect to breaches of any representation or warranty in the case of
fraud or criminal activity, will survive the Closing and continue indefinitely.



(c)    Notwithstanding anything in this Article 10 to the contrary, the covenants of the Parties shall survive according to their respective
terms.



10.7     Indemnification
Limitations. Any right of an Indemnified Party to indemnification under this Agreement shall not apply to any claim until
the aggregate of all such claims which have become final totals at least $100,000 (the “Indemnity Basket”),
in which event such indemnity shall apply to all such claims which become final, but only to the extent of the amount in excess
of the Indemnity Basket.





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10.8     Indemnification Procedure



(a)    In the event that any Person entitled to indemnification under this Agreement (an “Indemnified Party”) receives
notice of the assertion of any claim or of the commencement of any Proceeding by any Person who is not a Party or an Affiliate
of a Party (a “Third Party Claim”) against such Indemnified Party, with respect to which a Party is or may
be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party
will give written notice regarding such Third Party Claim to the Indemnifying Party within 30 days after learning of such
Third Party Claim, provided that the failure to so notify an Indemnifying Party will not relieve the Indemnifying Party
of its obligations under this ‎ARTICLE 10.8 except to the extent (and only to the extent) that the Indemnifying is
materially prejudiced by reason of such failure, and will not relieve such Indemnifying Party from any other obligation that it
may have to an Indemnified Party other than under this ‎ARTICLE 10.



(b)    The Indemnifying Party will be entitled to participate in the defense of such Third Party Claim at such Indemnifying Party’s
expense (which expenses will not be applied against any indemnity limitation herein). The Indemnifying Party at its option will
be entitled to assume the defense thereof (subject to the limitations set forth below) by (i) delivering written notice to the
Indemnified Party of its election to assume the defense of such Third Party Claim within 15 days of receipt of notice from the
Indemnified Party, (ii) appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnified Party
to be the lead counsel in connection with such defense and (iii) entering into a written agreement with the Indemnified Party
that the Indemnifying Party is unconditionally obligated to pay and satisfy any Losses which may arise with respect to such Third
Party Claim and provides evidence of its ability to satisfy such obligation, in each case, in form and substance reasonably satisfactory
to the Indemnified Party. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within
the time period and otherwise in accordance with the preceding sentence, the Indemnified Party will have the sole right to assume
the defense of and to settle such Third Party Claim.



(c)    If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnified
Party will be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, and the
fees and expenses of such separate counsel will be borne by the Indemnified Party other than any fees and expenses of such separate
counsel (i) that are incurred prior to the date the Indemnifying Party assumes control of such defense, (ii) if the Indemnified
Party reasonably will have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such
Indemnified Party that are not available to the Indemnifying Party, or (iii) if the Indemnifying Party may have different, conflicting,
or adverse legal positions or interests from the Indemnified Party with respect to such Third Party Claim.





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(d)    Notwithstanding anything to the contrary contained herein, the Indemnifying Party will not be entitled to assume the defense of
a Third Party Claim (and the Indemnified Party will be entitled to maintain or assume control of the defense of such Third Party
Claim) if (i) the Third Party Claim relates to or involves any criminal or quasi criminal Proceeding, (ii) the Indemnified
Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the
Indemnified Party’s reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or other
equitable relief against the Indemnified Party, (iv) the Indemnified Party reasonably believes that the Losses relating to
the claim could exceed the maximum amount that such Indemnified Party would then be entitled to recover under this ‎ARTICLE
10, (v) the Third Party Claim involves Taxes, (vi) there exists or would, or could reasonably be expected to, exist
a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel to represent
both the Indemnified Party and the Indemnifying Party, (vii) the Indemnified Party elects to pursue one or more defenses
or counterclaims available to it that are inconsistent with one or more of those that are being pursued by the Indemnifying Party
in respect of such Third-Party Claim or any litigation relating thereto, (viii) the Third Party Claim involves a material customer
or material supplier of the Indemnified Party, or (ix) the Indemnifying Party fails to vigorously defend the Third Party
Claim.



(e)    If the Indemnifying Party will assume the defense of any Third Party Claim, the Indemnifying Party will obtain the prior written
consent of the Indemnified Party before entering into any settlement of, consenting to the entry of any judgment with respect
to or ceasing to defend such Third Party Claim.



(f)     The indemnification required hereunder in respect of a Third Party Claim will be made by prompt payment by the Indemnifying Party
of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or within 10
days following the Indemnifying Party’s receipt of notice that Losses have been incurred.



(g)    Notwithstanding the provisions of Section ‎11.13, each Indemnifying Party hereby consents to the nonexclusive jurisdiction
of any court in which a Proceeding in respect of a Third Party Claim is brought against any Indemnified Party for purposes of
any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein
and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.



(h)    The Indemnifying Party will not be entitled to require that any Proceeding be made or brought against any other Person before
a Proceeding is brought or claim is made against it hereunder by the Indemnified Party.



(i)     In the event any Indemnified Party has a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim
being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party will deliver notice of such
claim with reasonable promptness to the Indemnifying Party, provided that the failure to so notify an Indemnifying Party
will not relieve the Indemnifying Party of its obligations under this ‎ARTICLE 10 except to the extent (and only to
the extent) that the Indemnifying Party is materially prejudiced by reason of such failure, and will not relieve such Indemnifying
Party from any other obligation that it may have to an Indemnified Party other than under this ‎ARTICLE 10. If the
Indemnifying Party does not notify the Indemnified Party within 10 days following its receipt of such notice that the Indemnifying
Party disputes its Liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice
will be conclusively deemed a Liability of the Indemnifying Party hereunder and the Indemnifying Party will pay the amount of
such Liability to the Indemnified Party on demand.





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(j)     If the Indemnifying Party agrees that it has an indemnification obligation under this ‎ARTICLE 10 but asserts that
it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party will pay such lesser
amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference.



10.9    Materiality Qualifiers. Notwithstanding anything to the contrary contained herein, for purposes of determining (a) whether
a breach of a representation or warranty exists for purposes of this Agreement or any schedule, certificate or other document
delivered pursuant hereto or thereto, (b) the amount of Losses arising from such a breach for which Indemnified Parties are
entitled to indemnification under this Agreement and (c) whether the Basket Amount has been exceeded, each such representation
and warranty will be read without giving effect to any qualification that is based on materiality, including the words “material,”
“material adverse effect,” “in any material respect” and other uses of the word “material”
or words of similar meaning (and will be treated as if such words were deleted from such representation or warranty).



10.10  Investigation.
Notwithstanding anything to the contrary contained herein, if the transactions contemplated hereby are consummated, the Buyer
Indemnified Parties t expressly reserve the right to seek indemnity or other remedy for any Losses arising out of or relating
to any breach of any representation, warranty or covenant contained herein, notwithstanding (a) any investigation by, disclosure
to or Knowledge of the Buyer or Parent or any of their respective Affiliates or the directors, officers, employees, consultants,
financial advisors, counsel, accountants and other agents of the Buyer or Parent or any of their respective Affiliates in respect
of any fact or circumstances that reveals the occurrence of any such breach, whether before or after the execution and delivery
hereof, or (b) the Buyer’s waiver of any condition to the Closing or participation in the Closing.



10.11  Satisfaction
of Indemnification Claims. For any claim for indemnification under ‎ARTICLE 10, the Buyer Indemnified Parties will
first seek satisfaction of such indemnification claim from the Escrow Fund until such amounts have been distributed to the Seller
or have been exhausted, before seeking indemnification directly from the Seller, provided that, for any claims for indemnification
under ‎ARTICLE 10 with respect to a breach of a Fundamental Representation, the Buyer Indemnified Parties will have
the right (but not the obligation) to seek satisfaction of such claim directly from the Seller. If any amount owed under this ‎ARTICLE
10 is not paid within 10 days of the Indemnifying Parties and the Indemnified Parties agreeing such amount is due or upon
a final adjudication determined by a court of competent jurisdiction that such amount is due (either, a “Final Determination”),
the Buyer may, in its sole discretion, in addition to all other remedies it may have, recover some or all of such amount by setting
off such amount against any amounts then due and payable by the Buyer or any of its Affiliates to the Seller or any of its Affiliates
under the Transaction Documents or any other agreement with the Seller. In each case, the exercise of such right to cancel or
set off will not constitute a breach of any Buyer Indemnified Party’s obligations under the Transaction Documents or any
other agreement with the Seller, and the exercise or failure to exercise such right to cancel or set off will not constitute an
election of remedies or limit any Party in any manner in the enforcement of any other remedies that may be available to such Party.





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10.12   Waiver
of Contribution. The Seller hereby irrevocably waives and releases any right of contribution, subrogation or any similar right
against any Buyer Indemnified Party in respect of matters that are or may become the subject of claims for indemnification hereunder
and any indemnification payments that the Seller may, at any time, be required to make to any Indemnified Party pursuant to this
Agreement.



10.13   Tax
Treatment of Payments. All indemnification payments made pursuant to this Agreement will be treated by the Buyer, the Seller
and its respective Affiliates, to the extent permitted by Law, as an adjustment to the Purchase Price for Income Tax purposes.



10.14   Release
of Escrow Fund.



(a)    On
the fifth Business Day following satisfaction by Seller and/or Company, as applicable, of all of their respective obligations
under both of Section ‎5.3 and Section ‎5.13 (the “Initial Escrow Fund Release Date”),
the Escrow Agent will release to the Seller the amount of any remaining Cash Consideration in the Escrow Fund, minus: (i)
the aggregate amount of all Excess Company Post-Closing Liabilities, which shall be transferred by Escrow Agent to the Buyer or
an Affiliate acting on its behalf; (ii) the aggregate amount (as determined by the Buyer, or an Affiliate acting on its behalf,
in its commercially reasonable discretion) reasonably necessary to serve as security for any unresolved indemnification claims
with respect to a breach of any Fundamental Representation, or a breach of any representation, warranty or covenant in the case
of fraud or criminal activity, previously made by a Buyer-related Indemnified Party based on the facts and circumstances existing
at the time (a “Withheld Indemnity Amount”); and (iii) any remaining portion of the Third Party Fee represented
by any Cash Consideration remaining in the Escrow Account which is in excess of any Excess Company Post-Closing Liabilities and
any Withheld Indemnity Amount, which shall be paid to Seller Agent on behalf of the Seller for all or part of the remaining portion
of the Third Party Fee.



(b)    On
the fifth Business Day following the Expiration Date, the Escrow Agent will release to the Seller the amount of any remaining
value of the Escrow Fund, minus (i) the aggregate amount (as determined by the Buyer, or an Affiliate acting on its behalf,
in its commercially reasonable discretion) reasonably necessary to serve as security for any unresolved indemnification claims
with respect to a breach of any Fundamental Representation, or a breach of any representation, warranty or covenant in the case
of fraud or criminal activity, previously made by a Buyer-related Indemnified Party based on the facts and circumstances existing
at the time; and, (ii) any remaining portion of the Third Party Fee remaining in the Escrow Account which is in excess of any
Withheld Indemnity Amount, which shall be paid to Seller Agent on behalf of the Seller for all or part of the remaining portion
of the Third Party Fee.





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ARTICLE
11MISCELLANEOUS



11.1    Entire
Agreement. This Agreement and all Schedules, exhibits, annexes or other attachments hereto or thereto, and the certificates,
documents, instruments and writings that are delivered pursuant hereto or thereto, constitutes the entire agreement and understanding
of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements, undertakings or representations
by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.



11.2    No
Third Party Beneficiaries. Other than as otherwise explicitly set forth herein, there are no third party beneficiaries having
rights under or with respect to this Agreement. For avoidance of doubt it is hereby clarified that neither the Company nor Yissum,
(and none of their respective officers or directors, agents, Service Providers or any other Person acting on their behalf), nor
any shareholder of the Company which is not a Seller hereunder, are third party beneficiaries of this Agreement.



11.3    Assignment;
Binding Effect. No Party other than Buyer or an Affiliate acting on its behalf or the Parent, as applicable, may assign either
this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties,
and any such assignment by a Party without prior written approval of the other Parties will be deemed invalid and not binding
on such other Parties. Notwithstanding anything herein to the contrary, Buyer or an Affiliate acting on its behalf or Parent may
assign or transfer any of its rights, privileges, or obligations set forth in, arising under, or created by this Agreement to
any Affiliate, provided that Buyer and Parent remain obligated hereunder. All of the terms, agreements, covenants, representations,
warranties and conditions of this Agreement are binding upon, inure to the benefit of and are enforceable by, the Parties and
their respective successors and permitted assigns.



11.4    Notices.
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly delivered, given and received (a) if delivered by hand, when delivered;
(b) if sent via facsimile transmission before 10:00 a.m. (Israel time) on any Business Day, when receipt is confirmed; (c)
if sent via facsimile transmission on a day other than a Business Day and receipt is confirmed, or if sent after 10:00 a.m.
(Israel time) on any Business Day and receipt is confirmed, on the Business Day following the date on which receipt is confirmed;
(d) if sent by registered, certified or first class international mail, then ten Business Days after being sent; and (e) if sent
by overnight delivery via a national courier service, one Business Day after being sent domestically and three Business Days if
being delivered internationally, in each case to the address or facsimile telephone number set forth beneath the name of such
party below:



If
to Seller:



Goldman
Hirsh Partners Ltd.
Abba Even 1, Herzliya Pituach, Israel
Attention: Gil Pogozelich
Fax: 972-9-7711805
email: gil@goldman-hirsh.com





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If
to Buyer or Parent:	Kitov Pharmaceuticals Holdings Ltd.

One
Azrieli Center, Round Tower, Floor 23

132
Menachem Begin Rd., Tel Aviv 6701101 Israel

Attention:
Avraham Ben-Tzvi, Adv. – Company Secretary

Fax:
+972-153-39311321

email:
avraham@kitovpharma.com



Any
Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set
forth above using any other means (including personal delivery, expedited or air courier, messenger service, telecopy, ordinary
mail, or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein
set forth.



11.5    
Headings. The article and section headings contained in this Agreement are inserted for convenience only and will not affect
in any way the meaning or interpretation of this Agreement.



11.6     Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of Israel, without giving effect
to any choice of law principles.



11.7     Amendment;
Extensions; Waivers. No amendment, modification, waiver, replacement, termination or cancellation of any provision of this
Agreement will be valid, unless the same is in writing and signed by Buyer or an Affiliate acting on its behalf, Parent and the
Seller; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. Neither
the failure nor any delay on the part of any Party to exercise any power, right, privilege or remedy under this Agreement will
operate as a waiver thereof; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any
other or further exercise thereof or of any other power, right, privilege or remedy.



11.8     Severability.
The provisions of this Agreement will be deemed severable and the invalidity, unlawfulness or unenforceability of any provision
will not affect the validity or enforceability of the other provisions hereof, and the remainder of this Agreement, and the application
of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, or unenforceable,
shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by
law so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially
adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,
the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely
as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated
to the greatest extent possible.





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11.9     Expenses.
Except as otherwise expressly provided in this Agreement, including as set forth in Article 10, each Party will bear its own costs
and expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated
by this Agreement, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants;
provided however, and for avoidance of doubt it is clarified that the Company’s costs and expenses incurred in connection
with the preparation, execution and performance of this Agreement and the transactions contemplated by this Agreement, including
all fees and expenses of agents, representatives, financial advisors, legal counsel, accountants or any other Person who performed
services for or on behalf of the Company, or who is otherwise entitled to any compensation from any of the aforegoing, in connection
with this Agreement, any of the transactions contemplated by this Agreement or otherwise, for the period prior and up to and including
the Closing, shall be borne by the Seller and any such amounts will have either been paid in full by, or accrued for the account
of, the Seller prior to the Closing, as evidenced by documentation acceptable to the Buyer.



11.10   Counterparts;
Effectiveness. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument. This Agreement may be executed by exchange of signatures by facsimile
or electronic scan. This Agreement will become effective when one or more counterparts have been signed by each Party and delivered
to the other Parties.



11.11   Construction.
This Agreement has been freely and fairly negotiated among the Parties. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise
favoring or disfavoring any Party because of the authorship of any provision of this Agreement, and the parties hereto agree that
any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in
the construction or interpretation of this Agreement. Any reference to any law will be deemed also to refer to such law as amended
and all rules and regulations promulgated thereunder, unless the context requires otherwise. Any reference to dollars or $ shall
mean United States dollars. The words “include,” “includes,” and “including” and variations
thereof, shall not be deemed to be terms of limitation, but rather will be deemed to be followed by “without limitation.”
The use of the word “or” shall not be exclusive. Pronouns in masculine, feminine and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the
context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole (including any Exhibits, Annexes, Appendices
and Schedules which are deemed part of this Agreement, and included in any references to such term), and not to any particular
subdivision unless expressly so limited. References to Sections, Exhibits, Annexes, Appendices and Schedules refer respectively,
unless otherwise noted to Sections of this Agreement and the Exhibits, Annexes, Appendices and Schedules attached hereto.





52







11.12   Schedules.
The Parties will be deemed to have knowledge of the contents of the Schedules to this Agreement, and any matter that is disclosed
in a Schedule to this Agreement shall be deemed to have been included in such other Schedule if the applicability of such disclosure
to any other applicable representation, warranty or covenant would be reasonably apparent on its face to a Person reviewing the
Schedules, not withstanding the omission of an appropriate cross reference thereto. The Parties acknowledge and agree that the
disclosure by Seller of any matter in the Schedules shall not be deemed to constitute an acknowledgment by Seller that the matter
is required to be disclosed by the terms of this Agreement or that the matter is material.



11.13   Dispute
Resolution. Should there be a dispute between the Parties relating to or arising from this Agreement or any of the agreements,
documents and instruments executed and delivered in connection herewith or the transactions contemplated by any of the foregoing,
and if the dispute cannot be settled through direct discussions, the Parties agree that any unresolved controversy or claim arising
out of or in any way relating to this Agreement and the transactions contemplated hereby shall be submitted to the exclusive jurisdiction
of the applicable courts of the State of Israel in the Tel Aviv District. The Parties hereby agree not to assert, by way of motion,
as a defense, or otherwise in any such suit, action or proceeding that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter thereof may not
be enforced by such courts.



[SIGNATURE
PAGE FOLLOWS]



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IN
WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.



| | PARENT:                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                 
| | KITOV
    PHARMACEUTICALS HOLDINGS LTD.                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                 
| | By:                                                                                                                                                                                                                                             
| | Name:                                                                                                                                                                                                                                           
| | Title:                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                 
| | BUYER:                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                 
| | KITOV PHARMACEUTICALS HOLDINGS LTD;
                                                                                solely
                                         on behalf of Buyer pending Buyer’s execution of a joinder to this Agreement.
| |                                                                                                                                                                                                                                                 
| | By:                                                                                                                                                                                                                                             
| | Name:                                                                                                                                                                                                                                           
| | Title:                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                 
| | SELLER:                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                 
| | GOLDMAN
    HIRSH PARTNERS LTD                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                 
| | By:                                                                                                                                                                                                                                             
| | Name:                                                                                                                                                                                                                                           
| | Title:                                                                                                                                                                                                                                          





54