Exhibit 99.1

SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (the “Agreement”) is made and entered into as of May 15, 2020, by and among, Capital Point Ltd., a public company traded on TASE, registered under the laws of the State of Israel and a shareholder of the Company (the “Seller”), Therapix Biosciences, Ltd., a public company traded on NASDAQ and registered under the laws of the State of Israel (“Therapix”) and Evero Health Ltd. a limited liability company, registered under the laws of the State of Israel and a wholly-owned subsidiary of Therapix (“Evero”). The Seller, Therapix and Evero are referred to herein from time to time as a “Party” or “party” and collectively as the “Parties” or “parties.”

RECITALS:

WHEREAS, Therapix and the Seller wish to create a joint venture for collaboration in the field of developing pharmaceuticals for sleep-related indication;

WHEREAS, for the purpose thereof, Therapix shall transfer to Evero its THX-110 Sleep technology, to be fully owned by Evero (“Evero Technology”), under the terms and conditions of an asset purchase agreement (“Asset Purchase Agreement”), to be executed prior to the Closing;

WHEREAS, in order to effect the joint venture through Evero, Seller shall sell and transfer to Evero, ordinary shares par value NIS 0.01 each of Coeruleus Ltd., a limited liability company, registered under the laws of the State of Israel (the “Company”), in consideration for ordinary shares par value NIS 1.00 each of Evero, all as more fully set forth herein; and

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:

1. Agreement to Sell and Purchase Shares.

1.1 Transfer and Purchase of Shares at the Closing. Subject to the terms and conditions hereof, at the Closing (as defined below), the Seller shall sell, assign, transfer and deliver to Evero, and Evero shall purchase from the Seller 5,952,469 Ordinary Shares constituting, to the best knowledge of the Seller 35% of the issued and outstanding share capital of of the Company (the “Transferred Shares”), and in consideration, Evero shall issue and sell to the Seller 176,470 Ordinary Shares NIS 1.00 par value each, constituting 15% of the issued and outstanding share capital of Evero as of the Closing (the “Evero Shares”).

1.2 Warrant Certificate. At the Closing, Therapix shall issue to the Seller a warrant substantially in the form attached hereto as Schedule 1.2 (the “Warrant Certificate”).

2. Closing and Delivery.

2.1 Closing. The closing of the transactions contemplated in Section 1.1 above, will take place at a closing (the “Closing”) to be held remotely via the exchange of documents and signatures, or at the offices of Horn & Co., Amot Investments Tower, 2 Weizmann St., 24^th Floor, Tel-Aviv 6423902, Israel, within three (3) business days following completion of the transactions set forth in Section 2.2 below and satisfaction (or waiver by the relevant party) of the conditions set forth in Sections 2.3 and 2.4 below, at 11:00 a.m., local time, or at such other time or place as the Seller and Evero shall mutually agree upon. Notwithstanding the foregoing, if the Closing does not take place within thirty (30) days following the execution hereof, on account of a party’s failure to fulfill its obligations hereunder, the non-breaching party shall be entitled to terminate this Agreement without derogating from any rights and remedies to which such party may be entitled under law.

2.2 Deliveries and Transactions at the Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

(a) The Seller shall deliver to Evero the following documents with respect to the Company, or cause the following actions to be completed:

(i) Board Resolutions. Duly executed resolutions of the Company’s Board of Directors, approving the transfer of Transferred Shares from the seller to Evero and the amendment of its existing Amended and Restated Articles of Association.

(ii) Shareholders’ Resolution. Validly executed Written Resolution by all existing shareholders of the Company, with respect (i) the amendment of its existing Amended and Restated Articles of Association; and (ii) the waiver of any preemptive rights, first refusal rights, anti-dilution rights or similar rights such shareholders or third parties hold in connection with the transactions contemplated herein, pursuant to the existing and amended governing documents of the Company, or evidence satisfactory to Evero that such rights have lapsed or have been exercised.

(b) The Seller shall deliver to Evero the following documents with respect to itself, or cause the following actions to be completed:

(i) Board Resolutions. Duly executed resolutions of the Seller’s Board of Directors, adopted by a unanimous written resolution, substantially in the form attached as Schedule 2.2(b)(i) hereto, pursuant to which the Board of Directors of the Seller shall have approved all transactions contemplated hereby and taken all corporate actions related to such transactions.

(ii) Share Transfer Deed. A validly executed Share Transfer Deed, dated as of the Closing, in the form attached as Schedule 2.2(b)(ii) hereto.

(iii) Side letter. Duly executed side letter to Evero according to which the Seller represents and undertakes that any veto rights related to conversion of the outstanding loans under that certain agreement between the Seller, Medvest UK LLP and the Company dated September 28, 2017, will be assigned in full from Seller to Evero on the Closing Date, such that Evero shall solely decide on the conversion of such loans.

(c) Evero shall deliver to the Seller and the Company, as applicable, the following documents or cause the following actions to be completed:

(i) Shareholders Resolutions. Duly executed resolutions of the shareholders of Evero, substantially in the form attached as Schedule 2.2(c)(i) hereto, pursuant to which the shareholders of Evero shall have waived any preemptive rights, first refusal rights, anti-dilution rights or similar rights such shareholders or third parties hold in connection with the transactions contemplated herein, including without limitation the Asset Purchase Agreement.

(ii) Board Resolutions. Duly executed resolutions of Evero’s Board of Directors, adopted by a unanimous written resolution, substantially in the form attached as Schedule 2.2(c)(ii) hereto, pursuant to which the Board of Directors of Evero shall have approved all transactions contemplated hereby and taken all corporate actions related to such transactions including without limitation the Asset Purchase Agreement.

(iii) Share Certificate. Evero shall deliver to the Seller a validly executed share certificate in the form attached as Schedule 2.2(c)(iii) hereto, dated as of the Closing, covering the Evero Shares.

(iv) Shareholders Register. A copy, duly certified by an officer of Evero and dated as of the Closing, of Evero’s shareholders register, reflecting the issuance of the Evero Shares to the Seller, in the form attached hereto as Schedule 2.2(c)(iv).

(v) Warrant Certificate. The Warrant Certificate duly executed by Therapix.

(vi) Asset Purchase Agreement. A duly signed copy of the Asset Purchase Agreement in the form attached hereto as Schedule 2.2(c)(vi).

2.3 Conditions of Evero to Closing. The obligations of Evero to purchase the Transferred Shares from the Seller at the Closing and to issue the Evero Shares to the Seller at the Closing, are subject to the fulfillment at or before the Closing of the following relevant conditions precedent (to the extent indicated below), any one or more of which may be waived in whole or in part by Evero:

(a) Representations and Warranties. The representations and warranties made by the Seller in this Agreement shall have been true and correct as if made on the Closing.

(b) Covenants. All covenants, agreements, and conditions contained in this Agreement to be performed or complied with by the Seller, prior to the Closing, shall have been performed or complied with by Seller prior to or at the Closing.

(c) Consents, etc. The Seller shall have secured all permits, consents and authorizations that shall be necessary or required lawfully to consummate this Agreement and to the transfer of the respective securities to Evero on the Closing.

(d) Delivery of Documents. All of the documents to be delivered by the Company and the Seller, as applicable, at the Closing pursuant to this Section 2 shall have been delivered to Evero. All other applicable actions and transactions set forth in this Section 2 shall have been completed on or prior to the Closing.

(e) Due diligence. Evero shall conduct and complete a due diligence investigation with respect to the Company and the Transferred Shares to its satisfaction, including review, on or prior to May 17, 2020, of the Company’s articles of association.

2.4 Conditions of the Seller to Closing. The Seller’s obligations to sell and transfer the Transferred Shares to Evero at the Closings, are subject to the fulfillment at or before the Closing of the conditions that (a) all covenants, agreements and conditions contained in this Agreement to be performed, or complied with, by Evero at or prior to the Closing, shall have been performed or complied with by Evero prior to or at the Closing, (b) the representations and warranties made by Evero in this Agreement shall have been true and correct when made, and shall be true and correct as of the date of the Closing; (c) that the Asset Purchase Agreement was signed between Therapix and Evero; and (d) the payment by Evero to the Seller of NIS 9,000 (inclusive of VAT) with respect to existing patents expenses which such conditions may be waived in whole or in part by the Seller, and which waiver shall be at the sole discretion of the Seller.

3. Representations and Warranties of the Seller. The Seller hereby represents and warrants that the statements contained in this Section 3 are true and correct as of the date of this Agreement and will be true and correct as of the Closing:

3.1 Due Authorization. The Seller has all necessary power and authority to enter into, execute and deliver this Agreement and to perform all of its obligations hereunder. This Agreement, together with all schedules and related agreements, has been duly authorized and, when executed and delivered by the Seller, shall constitute a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. The execution, delivery, and performance of this Agreement and the related agreements by the Seller, and the transfer and delivery of the Transferred Shares pursuant hereto, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any agreement it is a party to.

3.2 Ownership of Transferred Shares. The Transferred Shares are and will be when transferred to Evero, duly authorized, validly issued, fully paid for, non-assessable and free and clear of any liens, demands, claims, encumbrances of any nature and/or any other thirds party rights of any kind, and have the rights, preferences privileges and restrictions set forth in the Company’s Article of Association.

3.3 Experience. The Seller acknowledges that it is able to fend for itself, can bear the economic risks of the sale of the Transferred Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the transaction contemplated hereunder.

3.4 No False Statements. No representation or warranty of the Seller in this Agreement contains or, at the Closing, will contain any untrue statement of a material fact or omits or will, at the Closing, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. The Seller is not aware of any material fact or information relating to the Transferred Shares that has not been disclosed to Evero hereunder.

4. Representations and Warranties of Evero and Therapix. Each of Evero and Therapix hereby represents and warrants to the Seller that as of the date of Closing:

4.1 Incorporation; Authorization. Evero was established on June 11, 2017. Evero has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as currently conducted and as proposed to be conducted. Evero is duly qualified and (where applicable) in good standing in all jurisdictions in which a failure to so qualify would have a material adverse effect on Evero’s business or properties. Evero has not taken any action or failed to take any action, which action or failure could preclude or prevent Evero from conducting its business after each Closing as presently conducted and as currently proposed to be conducted. (i) No order has been made or petition presented or resolution passed for the liquidation or reorganization of Evero, nor has any distress, execution or other process been levied against Evero or action taken to repossess goods in Evero’s possession; (ii) no steps have been taken for the appointment of an administrator, trustee or receiver of any part of Evero’s business; (iii) no creditor has exercised its rights with respect to liens in any of Evero’s assets and there are no circumstances likely to cause such an action to occur; and (iv) Evero has not made or proposed any arrangement or composition with its creditors or any class of its creditors.

4.2 Requisite Power and Authority. Evero has all necessary power and authority to execute and deliver this Agreement and the related agreements to which it is a party and to carry out their provisions. All action on Evero’s part required for the execution and delivery of this Agreement and the related agreements to which it is a party has been taken. Upon their execution and delivery, this Agreement and the related agreements to which it is a party will be valid and binding obligations of Evero, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

4.3 Board. The sole director of Evero is Dr. Ascher Shmulewitz.

4.4 Capitalization. Schedule 4.4 sets forth a Capitalization Table of Evero on a pre and post-closings, fully-diluted basis, assuming, without limitation, the transfer and deliver of the Evero Shares hereunder. Except as set forth in the Capitalization Table: (i) there are no outstanding options, warrants, securities convertible into, exchangeable or exercisable for or evidencing the right to subscribe for equity securities of Evero, rights, proxy, voting, transfer restriction or shareholder agreements, or agreements of any kind for the purchase or acquisition from Evero of any of its securities; and (ii) no person or entity has any right to acquire any securities of the Evero or any option or warrant to acquire any securities of Evero.

4.5 Ownership of Evero Shares. The Evero Shares will be duly authorized, validly issued, fully paid, non-assessable, and free of any preemptive rights, and will have the rights, preferences, privileges, and restrictions set forth in the Evero’s Amended and Restated Articles of Association, and will be free and clear of any pledges, liens, claims, encumbrances, security interest or third-party rights of any kind.

4.6 Intellectual Property. In accordance with the terms of the Asset Purchase Agreement, Evero is the sole owner, or is exclusively licensed to use, free and clear of any liens or third party rights of the Evero Technology as necessary for the conduct of its business as currently conducted and as contemplated to be conducted. There are no claims or demands pending by any other person pertaining to any of such Intellectual Property related to the Evero Technology nor is there a claim or demand threatened, and no proceedings have been instituted or threatened which challenge the rights of Evero with respect to such Intellectual Property and each of Evero and Therapix does not believe there is a basis for such claim.

4.7 Material Agreements. there are no existing arrangements or proposed transactions between Evero and any officer, director, or holder of 5% or more of the capital shares of Evero, or to the knowledge of Evero any affiliate or associate of any such person.

5. Affirmative Covenants.

5.1 Ordinary Course. From the date hereof and until the Closing each of the Company and Evero shall conduct its business solely in the ordinary course of business, and, among other things, shall not without the prior consent of the other parties hereunder, make any distribution of any kind to its shareholders or enter into any transaction with any officer, director, employee or shareholder of the such party or any affiliate or any person who such party is aware is a family member of any such person or entity, or enter into any transaction not in the ordinary course of business, other than as contemplated under this Agreement.

5.2 Confidentiality. The parties undertake not to make public (by way of an announcement or by press release or in any other manner) the identity of Evero, Therapix or the Seller without the prior written consent of such party. The parties and any person acting on their behalf, shall keep the existence of this Agreement and the terms of the related agreements, as well as the representation and warranties included herein in strict confidence, and neither party shall disclose or issue any public statement or press release concerning this transaction without the prior written approval of the other party of the substance and form of any such statement or release, except as, and only to the extent required, (a) to exercise any of its rights or fulfill any of its obligations under the related agreements, or (b) by Therapix or the Seller, such immediate report and public announcements as may be required under applicable Law. Without derogating the foregoing, the Seller acknowledges that Therapix is publicly-traded on Nasdaq, and, each of Evero and Therapix acknowledges that the Seller’s shares are publicly-traded on Tel Aviv Stock Exchange Ltd., and accordingly, has an obligation to, from time to time, publicly disclose material information regarding its operations and the parties with whom it transacts, and will disclose the terms and conditions of this Agreement only in accordance with this paragraph.

6. Indemnification of Evero. the seller shall indemnify Evero for damages, liabilities, losses, costs and expenses resulting from any claim arising in a period of 6 six months as of the consummation date of this agreement, deriving from any breach of any representation or warranty or other statement contained in this Agreement. The indemnification shall be by returning to Evero all or part of the Evero Shares (depend on the damage caused to Evero).

7. Miscellaneous.

7.1 Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the Laws of the State of Israel, without giving effect to principles of conflicts of Law or choice of Law that would cause the substantive Laws of any other jurisdiction to apply.

7.2 Arbitration. Any dispute, controversy or claim arising in relation to this Agreement, including with regard to its validity, invalidity, breach, enforcement or termination, will be referred to a single arbitrator, who shall be appointed by the Head of the Israeli Bar Association. Arbitration proceedings shall take place in Tel Aviv, Israel, and shall be conducted according to the rules of substantive law. The arbitrator will not be bound by rules of evidence or procedure and will give the reasons for his judgment. The arbitrator’s decision shall be final and enforceable in any court. This paragraph shall constitute an arbitration agreement between the parties

7.3 Amendment and Waiver. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of all parties hereunder.

7.4 Entire Agreement. This Agreement, the exhibits and schedules hereto, the related agreements, the certificates and the other documents delivered pursuant hereto constitute the entire agreement among the parties relative to the specific subject matter hereof and thereof, and supersedes any prior agreements and understandings including any Term Sheet signed prior to the date hereof.

7.5 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by facsimile with confirmation of transmission if sent during normal business hours of the recipient, if not, then on the next business day; or (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All communications shall be sent to the parties at the address or facsimile number set forth on Schedule A attached hereto or at such other address as the parties may designate by written notice to the other parties hereto.

7.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

7.7 Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, due diligence investigation, execution, delivery and performance of the Agreement.

7.8 Broker’s Fees. Each party represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein.

7.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures of a party shall be binding as evidence of such party’s agreement hereto and acceptance hereof.

7.10 Successors and Assigns. Except as otherwise limited herein, this Agreement and the provisions hereof shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of the parties hereunder.

7.11 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

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SHARE TRANSFER AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Share Transfer Agreement as of the date set forth in the first paragraph hereof.

Exhibit 99.2

Execution Copy

ASSET TRANSFER AGREEMENT

This Asset Transfer Agreement (this “Agreement”) is dated as of May 17, 2020 by and between Therapix Biosciences Ltd., a public company traded on Nasdaq and registered under the laws of the State of Israel (“Transferor”) and Evero Health Ltd. a limited liability company, registered under the laws of the State of Israel and a wholly-owned subsidiary of the Transferor (“Transferee”) (Transferor and Transferee shall sometimes be referred to collectively as the “Parties”, and severally as a “Party”).

W I T N E S S E T H:

WHEREAS, Transferor has developed that certain THX-110 Sleep technology relating to Obstructive Sleep Apnea, as further detailed in Schedule A (the “Technology”);

WHEREAS, Transferee desires to purchase from Transferor, and Transferor desires to sell to Transferee, the Technology, the contents thereof, and the intellectual property rights relating thereto, upon the terms and subject to the conditions of this Agreement;

NOW THEREFORE, in consideration for the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:

DEFINITIONS

“Assets” means the Technology and the contents thereof, and all Intellectual Property owned by Transferor or in which Transferor has any right, title or interest, in connection therewith.

The “Intellectual Property” shall include: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all trade secrets and confidential business information (including ideas, research and development, know-how, technology, formulae, data, designs, drawings, specifications, records, supplier lists, cost information, and business plans and proposals); (b) all other proprietary rights; and (c) all copies, records, books, drawings or other tangible media embodying the foregoing (in whatever form or medium);

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

“Liabilities” means (i) any and all indebtedness of Transferor, whether or not evidenced by any contract, and (ii) all liabilities, duties and obligations of, and claims against, or relating to Transferor, or to the ownership, possession or use of any of the Assets on or prior to the date hereof, in each case whether accrued, unaccrued, matured, unmatured, absolute, contingent, known or unknown, asserted or unasserted and whether now existing or arising at any time prior to, at, or after the date hereof, and any lien against any of the Assets.

ARTICLE I

TERMS OF THE TRANSACTION

Section 1.1 Sale and Transfer of the Assets. On and subject to the terms and conditions set forth hereunder, upon the execution hereof, Transferor hereby sells, transfers, conveys, assigns and delivers to Transferee, and Transferee purchases and assumes from Transferor, all of Transferor’s rights, title and interest in or to the Assets as of the date hereof, free and clear of all Liabilities and Encumbrances.

Section 1.2 Consideration. In consideration for the transfer of the Assets, upon the execution hereof, Transferee shall issue and allocate to the Transferor 990,000 ordinary shares par value NIS 1.00 each of the Transferee. The transfer will be made in accordance with the terms and conditions of Section 104A of the Israeli Tax Ordinance (the “Purchase Price”).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Transferor represents and warrants to Transferee that the following statements are true, correct and complete as of the date hereof:

Section 2.1 Authority Relative to This Agreement. Transferor has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Transferor and constitutes a valid and legally binding obligation of Transferor, enforceable against Transferor in accordance with its terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances. The consummation of the transactions contemplated by this Agreement will not violate or be in conflict with (x) any agreement or instrument to which Transferor is a party or by which it or the Assets, are bound, (y) any judgment, order, ruling, or decree applicable to Transferor as a party in interest or any law, rule, or regulation applicable to Transferor, or (z) applicable law.

Section 2.2 Title to the Assets.

(a) Transferor is the sole and exclusive owner of all rights, title and interests in and to the Assets free and clear of any Encumbrances.

(b) Upon the consummation of the transactions contemplated hereby, Transferor will transfer good and marketable and valid title to the Assets and Transferee will acquire good, marketable and valid title to all of the Assets, free and clear of any Encumbrances.

Section 2.3 Encumbrances. Transferor has good and transferable title to the Assets, free and clear of all Encumbrances and:

Section 2.4 Consents. No consent, approval, authorization order, filing, registration, or qualification of or with any court, governmental authority, or third person is required to be made or obtained by Transferor in connection with the execution and delivery of this Agreement by Transferor or the consummation by Transferor of the transactions contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee represents and warrants to Transferor that the following statements are true, correct, and complete.

Section 3.1 Authority Relative to This Agreement. Transferee has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Transferee and constitutes a valid and legally binding obligation of Transferee, enforceable against Transferee in accordance with its terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

Section 3.2 Organization. Transferee is duly organized under the laws of its jurisdiction of incorporation, and has the requisite power and authority to own its properties and to carry on its business.

ARTICLE IV

POST CLOSING COVENANTS

Section 4.1. Further Acts. At the sole cost and expense of Transferee, Transferor hereby undertakes to execute, verify, acknowledge and deliver any and all documents and to take any and all actions as Transferee may deem necessary or desirable in order to effectuate the assignment set forth herein and the fulfillment thereof, to vest, secure, perfect, protect or enforce the rights and interests of Transferee in and to the Assets, to put Transferee in actual possession and operating control thereof and to assist Transferee to obtain any and all necessary approvals and consents. In the event that Transferee is unable for any reason whatsoever to secure Transferor’s signature to any document it is entitled to under the preceding paragraph, Transferor hereby irrevocably designates and appoints Transferee and its duly authorized officers and agents, as its agents and attorneys-in-fact to act for and on its behalf and in its stead, to execute and file any such document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed or done by Transferor.

Section 4.2 Covenant to Protect Confidential Information. Transferor acknowledges that in connection with Transferor’s ownership of the Assets, Transferor has Confidential Information, and Transferor agrees that he will maintain in strict confidence and will not disclose to any person or entity other than to Transferee or any person designated by Transferee, any Confidential Information, except with the prior consent of Transferee. The term “Confidential Information” means any information which is proprietary or unique to the Assets, including trade secret information, know-how, matters of a technical nature such as processes, devices, techniques, programs, trails, data and formulae, research and development subjects and results, plans and strategies, operations, products, revenues, expenses, profits, sales, and any information concerning the Assets learned by Transferor heretofore or hereafter.

ARTICLE V

MISCELLANEOUS

Section 5.1 Notices. All notices, requests, demands, and other communications required or permitted to be given or made hereunder by any party hereto shall be in writing and shall be deemed to have been duly given or made (a) if delivered personally, at the time of such delivery, (b) if transmitted by first class registered or certified mail, postage prepaid, return receipt requested, three (3) business days after the date of such mailing, (c) if sent by prepaid overnight delivery service, the next business day after being sent, or (d) if transmitted by cable, telegram, facsimile, or email, at the time of such transmission, in each case to the Parties at the addresses set forth above (or at such other addresses as shall be specified by the Parties by like notice).

Section 5.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

Section 5.3 Amendment. This Agreement may be changed, modified, or amended only by an instrument in writing duly executed by each of the Parties hereto.

Section 5.4 Waiver. The failure of any Party to insist upon strict performance of a covenant hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such Party’s rights to demand strict compliance in the future. No consent or waiver, express or implied to or of any breach or default in the performance of any obligations hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

Section 5.5 Binding Effect; Assignment; No Third Party Benefit. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by Transferor without the prior written consent of Transferee. Transferee shall be entitled to transfer, all or part, of its rights interests or obligations hereunder to any third party, provided such third party shall undertake all of Transferee’s obligations hereunder. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Section 5.6 Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by law.

Section 5.7 Governing Law. The Parties agree and confirm that all matters relating to the validity, interpretation, implementation and enforcement of this Agreement, and the rights, duties and obligations of the Parties pursuant hereto, will be governed solely by the laws of the State of Israel, even if, under the rules relating to the conflict of laws which apply in Israel it could be held that another law governs.

Section 5.8 Exhibits and Schedules. All Exhibits and Schedules attached to this Agreement are a part hereof for all purposes.

Section 5.9 Amendment of Defined Instruments. Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments and restatements of such agreement, instrument or document, provided that nothing contained in this section shall be construed to authorize any such renewal, extension, modification, amendment or restatement.

Section 5.10 References and Titles. All references in this Agreement to Exhibits, Schedules, articles, sections, subsections and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

Section 5.11 Counterparts. This Agreement may be separately executed in any number of counterparts and by any of the Parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Agreement.

Section 5.12 Jurisdiction and Venue. In respect of any action or proceeding arising out of or relating to this Agreement or the transaction contemplated hereby, each of the Parties hereto consents to the jurisdiction and venue of the Tel Aviv District Court and waives personal service of any and all process upon it, consents that all such service of process may be made by first class registered or certified mail, postage prepaid, return receipt requested, directed to it at the address specified in Section 5.1, agrees that service so made shall be deemed to be completed upon actual receipt thereof, and waives any objection to jurisdiction or venue of, and waives any motion to transfer venue from, any of the aforesaid courts.

Section 5.13 Expenses. Each Party shall bear its own expenses, in connection with the performance of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Asset Transfer Agreement, by their duly authorized representatives, as of the day and year first above written.

Schedule A

The Technology

8

Exhibit 99.3

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES

THERAPIX BIOSCIENCES LTD.

Number of American Depositary Shares: As calculated in accordance with the Exchange Mechanism described in Section 2(b)

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, Capital Point Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 15, 2021 (the “Initial Exercise Date”) and on or prior to 4 p.m. on May 15, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Therapix Biosciences Ltd., a company organized under the laws of the State of Israel (the “Company”), up to the amount of Ordinary Shares of the Company (the “Warrant Shares”), to be represented by American Depositary Shares (“ADSs”), as subject to certain adjustment hereunder, and the ADSs issuable upon exercise of this Warrant (the “Warrant ADSs”). The aggregate value of ADSs purchasable under this Warrant shall not exceed $ 340,000. The number of Warrant ADSs underlying this Warrant shall be calculated according to the Exchange Mechanism and upon the Exercise of Warrant as described in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated May 15, 2020, among the Company and the Holder. 

Section 2. Exercise and Exchange Mechanism.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by electronic mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within three (3) Business Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant ADSs specified in the applicable Notice of Exercise, which will be paid in kind, by transferring to the Company a duly executed share transfer deed (the original copy of which is to be physically surrendered to the Company) in the form attached hereto (the “Share Transfer Deed”) for such number of ordinary shares, par value NIS 1.00 each, of the Company’s subsidiary, Evero Health Ltd. (the “Subsidiary”) held by the Holder (the “Subsidiary Shares”), to be calculated in accordance with the Exchange Mechanism (as defined in Section 2(b) herein). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect of lowering the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased. The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within five (5) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price; Exchange Mechanism.

Exercise Price. The exercise price per ADS under this Warrant, for calculation of the number of shares to be issued to the Holder in accordance with Exchange Mechanism, shall be the closing price of the Company's ADS at the end of the Trading Day on which the Notice of Exercise was actually received by the Company (the “Exercise Price”). If the Notice of Exercise was received during trading hours of a certain Trading Day, then the Exercise Price shall be determined at the end of trading on that Trading Day; if the Notice of Exercise had been received before or after trading hours of a certain Trading Day, then the Exercise Price would be the last closing price prior to the last Trading Day on which the Notice of Exercise was actually received by the Company. For the avoidance of any doubt, it is clarified that the Exercise Price of the Warrant shall not be in cash payment but through the exchange and delivery of the shares of the Subsidiary, as set forth below.

Exchange Mechanism. In consideration for the entire amount of Warrant ADSs, the Holder shall surrender up to 9,577 Ordinary Shares of the Subsidiary [representing 5.4% of the amount of Evero’s shares held by the Holder] (the “Consideration Shares”). Upon partial exercise of the Warrant, the number of Consideration Shares payable by the Holder should equal:

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be expired and void.

d) Mechanics of Exercise.

i. Delivery of Warrant ADSs Upon Exercise. The Company shall cause its registrar to deposit the Warrant Shares subject to such exercise with the appropriate custodian of The Bank of New York Mellon, the Depositary for the ADSs (the “Depositary”), and cause the Depositary to credit the account of the Holder’s or its designee’s balance account with The Depository Trust Company (or another established clearing corporation performing similar functions) through its Deposit/Withdrawal At Custodian system (“DWAC”) if the Depositary is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant ADSs to or resale of the Warrant ADSs by the Holder or (B) the Warrant ADSs are eligible for resale by the Holder pursuant to Rule 144, subject to any volume or manner-of-sale limitations, and otherwise by physical delivery of a certificate, registered in the name of the Holder or its designee, for the number of Warrant ADSs to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise, by the date that is the number of Trading Days that have elapsed until the delivery to the Company of the Notice of Exercise and the original copy of the Share Transfer Deed (the later between them) plus three (3) Trading Days (such date, the “Warrant ADS Delivery Date”). Upon delivery of the Notice of Exercise and the original copy of the Share Transfer Deed to the Company, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant ADSs, provided that payment of the aggregate Exercise Price (in the form of the Share Transfer Deed) is received not later than within three (3) Trading Days following delivery of the Notice of Exercise and the original copy of the Share Transfer Deed (the later of the two). If the Company fails for any reason to deliver to the Holder the Warrant ADSs subject to a Notice of Exercise by the second Trading Day following the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant ADSs subject to such exercise (based on the Exercise Price on the date of the applicable Notice of Exercise), US$100 per Trading Day (increasing to $200 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant ADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. The Company agrees to maintain a depositary that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable, if applicable.

 ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSs that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant ADSs for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver ADSs upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Warrant Shares or Scrip. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant. As to any fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole ADS.

vi. Charges, Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by a customary assignment form duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Depositary fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the ADSs, if any. The Company shall pay all applicable fees and expenses of the Depositary in connection with the issuance of the Warrant ADSs hereunder.

vii. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. 

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares held by the Holder and its Attribution Parties plus the number of Ordinary Shares represented by ADSs issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares represented by ADSs which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent Annual Report on Form 20-F, Current Report on Form 6-K or other public filings filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Depositary setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty first (61^st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. 

Section 3. Certain Adjustment.

a) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares (including any Ordinary Shares underlying ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares (including any Ordinary Shares underlying ADSs), (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (including any Ordinary Shares underlying ADSs) (not including any ADSs and Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Ordinary Share represented by each Warrant ADS that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares represented by the Warrant ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share or ADS, as applicable, in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares or ADSs are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Share represented by each Warrant ADS acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares or ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

b) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (including Ordinary Shares underlying ADSs, but excluding treasury shares, if any) issued and outstanding.

c) Notice to Holder.

i. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company or by way of public announcement or a Current Report on Form 6-K filed with the Commission, as applicable, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein and subject to the Initial Exercise Date and the Termination Date of this Warrant.

Section 4. Transfer of Warrant.

a) No Transferability. This right to exercise this Warrant and all rights hereunder shall vest solely with Capital; Point Ltd., are nontransferable.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant ADSs issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant ADSs or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.  

c) Fridays, Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient number of shares to provide for the issuance of the Warrant ADSs and underlying Ordinary Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the Warrant Shares needed for the Depositary to issue the necessary Warrant ADSs upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares and Warrant ADSs may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the applicable Trading Market upon which the Ordinary Shares and ADSs may be listed. The Company covenants that all Warrant ADSs which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant ADSs above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant ADSs upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f) Restrictions on Resale; One-Time Compensation Mechanism. The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered will have restrictions upon resale imposed by state and federal securities laws.

In case the Warrant was exercised during the 6-months restriction period under Rule 144 (to the extent the restriction remains applicable) (the “Restriction Period”), and on the day that the Restriction Period has elapsed there is a negative difference in the Company’s ADS price (in comparison to the closing price of the ADSs on the day that the Restriction Period has elapsed and the closing price on the exercise date) (the “Difference”), then, the Holder shall be entitled to receive from the Company an amount, equal to the Difference multiple by the amount of the Warrant Shares that had been exercised (the “Compensation Amount”). The Compensation Amount may be settled in cash or in ADSs of the Company (or in combination thereof) per Company's decision and at its sole discretion. This One-Time Compensation Mechanism can be used by the Holder only with respect to the first exercise of this Warrant. In the event that this Warrant is exercised in part, the One-Time Compensation Mechanism shall not apply to subsequent exercises hereunder.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the Holder’s right to exercise this Warrant terminates on the Termination Date, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Ordinary Shares or ADSs or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant ADSs.

l) Amendment. This Warrant may be modified or amended, or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 EXHIBIT A

NOTICE OF EXERCISE

To: THERAPIX BIOSCIENCES Ltd.

(1) The undersigned hereby elects to purchase ____________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant, and tenders herewith an executed Share Transfer Deed as payment (in kind) of the Exercise Price, together with all applicable transfer taxes, if any.

(2) Payment shall take form by the attached original executed Share Transfer Deed for the exchange of an amount of ______ of Subsidiary’s Shares held by Capital Point Ltd.

(3) Please register and issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below:

(4) The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

_______________________________

The Warrant ADSs shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity: _______________________________

Signature of Authorized Signatory of Investing Entity: _______________________________ 

Name of Authorized Signatory: _______________________________ 

Title of Authorized Signatory: _______________________________ 

Date: _______________________________

EXHIBIT B

SHARE TRANSFER DEED

I, Capital Point Ltd., (the “Transferor”) hereby transfer for good consideration to Therapix BioSciences Ltd. (“the Transferee”) _________ shares of NIS 1.00 each, of Evero Health Ltd. (the “Subsidiary” and the “Shares”, respectively) [no more than _________], to be held by the Transferee, in accordance with all of the terms whereby I held such shares immediately prior to the signing of this deed, and I, the Transferee, hereby agree to receive the aforesaid Subsidiary’s Shares, in accordance with the aforesaid terms.

In witness whereof, we have here to set our hands 

On the ____ Day of _______, of the year _________

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