BUSINESS COMBINATION AGREEMENT BETWEEN NOBUL AI CORP. - AND - CHECK-CAP LTD. DATED AS OF MARCH 25, 2024 TABLE OF CONTENTS Article 1 DEFINITIONS AND INTERPRETATION 1 1.1 Certain Definitions. 1 1.2 Further Definitions. 14

DATED AS OF MARCH 25, 2024

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT (this

"Agreement") is made and entered into as of March 25, 2024 by and among Nobul AI Corp., an Ontario corporation ("Nobul")

and Check-Cap Ltd., an Israeli company ("Check-Cap"). Nobul and Check-Cap are sometimes referred to individually as a

"Party" and, collectively, as "Parties".

WHEREAS, the Parties are entering into

a business combination transaction pursuant to which, among other things, on the terms and subject to the conditions set forth in this

Agreement, in accordance with the provisions of Sections 314-327 of the ICL (as defined below), Nobul will incorporate an Israeli wholly

owned subsidiary ("Merger Sub"), and Merger Sub will merge with and into Check-Cap (the "Merger"), with

Check-Cap surviving the Merger as a direct, wholly owned subsidiary of Nobul;

WHEREAS, the Check-Cap Board has (i) reviewed

an independent valuation report of Nobul and has determined that the Merger and the Transactions (as defined below) to which Check-Cap

is a party, are fair to, advisable, and in the best interests of Check-Cap and its shareholders (the "Check-Cap Shareholders"),

(ii) received a verbal opinion from an independent financial advisor that the Transactions are fair, from a financial standpoint, to the

Check-Cap Shareholders, (iii) approved and declared advisable the Merger, this Agreement and the Transactions to which Check-Cap is a

party, (iv) determined that considering the financial position of the merging entities in the Merger, no reasonable concern exists that,

as a result of the Merger, the Surviving Company (as defined below) will be unable to fulfill the obligations of Check-Cap to its creditors,

and (v) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the Check-Cap Shareholders

vote to approve the Check-Cap Shareholder Transaction Matters (as defined below);

WHEREAS, Nobul has (i) determined that

this Agreement and the Transactions to which Nobul is a party, are fair to, and in the best interests of, Nobul, and has approved and

adopted this Agreement and the Transactions, and (ii) approved and declared advisable this Agreement and the Transactions;

WHEREAS, for U.S. federal income tax purposes,

(a) it is intended that the Merger will qualify as an "reorganization" under Section 368 of the Code (as defined below), and

(b) this Agreement is intended to constitute and hereby is adopted as a "plan of reorganization" with respect to the Merger

within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and

the Treasury Regulations thereunder (collectively, the "Intended U.S. Tax Treatment").

NOW, THEREFORE, in consideration of the

foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree

DEFINITIONS AND INTERPRETATION

For purposes of this Agreement:

means the trustee appointed from time to time in accordance with the provisions of the Israeli Income Tax Ordinance, and approved by the

ITA, with respect to the Section 102 Shares and Section 102 Awards.

Confidentiality Agreement" means a confidentiality agreement containing terms not materially less restrictive in the aggregate

to the counterparty thereto than the terms of the Confidentiality Agreement; provided that an Acceptable Confidentiality Agreement need

not include any "standstill", non-solicitation, no hire or similar provision that prohibit or impose limitations on the making

of an Acquisition Proposal or Acquisition Inquiry. Notwithstanding the foregoing, a Person who has previously entered into a confidentiality

agreement with Check-Cap relating to a potential Acquisition Proposal shall not be required to enter into a new or revised confidentiality

agreement, and such existing confidentiality agreement shall be deemed to be an Acceptable Confidentiality Agreement.

Inquiry" means, with respect to a Party, an inquiry, indication of interest or request for information (other than an inquiry,

indication of interest or request for information made or submitted by Nobul or any of its Affiliates) that could reasonably be expected

to lead to an Acquisition Proposal.

Proposal" means, with respect to Check-Cap, any offer or proposal, whether written or oral (other than an offer or proposal made

or submitted by or on behalf of Nobul or any of its Affiliates) contemplating or otherwise relating to any Acquisition Transaction with

Transaction" means any transaction or series of related transactions involving (a) any merger, consolidation, amalgamation, share

exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange

offer or other similar transaction: (i) in which Check-Cap is a constituent Entity, (ii) in which a Person or "group" (as defined

in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of

securities representing more than 25% of the outstanding securities of any class of voting securities of Check-Cap or any of its Subsidiaries

or (iii) in which Check-Cap or any of its Subsidiaries issues securities representing more than 25% of the outstanding securities of any

class of voting securities of Check-Cap or any of its Subsidiaries; or (b) any sale, lease, exchange, transfer, license, acquisition or

disposition of any business or businesses or assets that constitute or account for 25% or more of the consolidated book value or the fair

market value of the assets of Check-Cap and its Subsidiaries, taken as a whole. For the avoidance of doubt, in no event shall a Check-Cap

Legacy Transaction be deemed an Acquisition Transaction.

means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with,

such Person. For this purpose, "control" (including, with its correlative meanings, "controlled by" and "under

common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management

or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by Contract or otherwise.

Closing Date" means the anticipated Closing Date, as agreed upon by Check-Cap and Nobul, no later than the Net Cash Determination

Law" means any Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization,

restraint of trade or lessening of competition through merger or acquisition, including the Israeli Economic Competition Law, 1988.

Day" means any day other than a day on which banks in the Province of Ontario or in Israel are authorized or obligated to be

means the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136) and any administrative or other guidance published with

respect thereto by any Governmental Authority, including any presidential memoranda or executive orders, relating to the COVID-19 Pandemic,

as well as any applicable guidance issued thereunder or relating thereto (including IRS Notice 2020-65, 2020-38 IRB) and any similar non-U.S.

or state and local law.

Control Payments" means, with respect to any Person, the sum of, the amount of any change of control, sale, retention or similar

payments, and any severance, termination and/or similar payments that are or become due to any individual service provider of such Person

and its Subsidiaries in connection with the consummation of the Transactions (including the termination of such individual service provider's

employment or service, if any, as a result of the Transactions) and that are unpaid as of the Closing, in each case, plus the amount of

any employer portion of any payroll taxes that are imposed on any such payments.

Associate" means any current employee, independent contractor, officer or director of Check-Cap or its Subsidiary.

Board" means the board of directors of Check-Cap.

Capitalization Representations" means the representations and warranties of Check-Cap set forth in Section 5.6(a) and Section

CLA Warrants" means the warrants issued to certain lenders and existing Check-Cap Shareholders to purchase Check-Cap Ordinary

Shares, pursuant to a Credit Line Agreement dated as of August 20, 2014.

Contract" means any Contract: (a) to which Check-Cap is a party, (b) by which Check-Cap is or may become bound or under which

Check-Cap has, or may become subject to, any obligation or (c) under which Check-Cap has or may acquire any right or interest.

Employee Plan" means any Employee Plan that Check-Cap or its Subsidiary sponsors, contributes to, or provides benefits under

or through, or has any obligation to contribute to or provide benefits under or through, which covers any current or former employee,

officer, director or other service provider of Check-Cap or its Subsidiary (or their spouses, dependents, or beneficiaries) or with respect

to which Check-Cap or its Subsidiary have or may have any liability (contingent or otherwise, including by reason of being an ERISA Affiliate).

Fundamental Representations" means the representations and warranties of Check-Cap set forth in Sections 5.1(a) and 5.1(b) (Due

Organization; Subsidiaries), Section 5.2 (Organizational Documents), Section 5.3 (Authority; Fairness; Binding Nature of

Agreement), and Section 5.21 (Financial Advisors).

IP Rights" means all Intellectual Property owned, licensed to or controlled by Check-Cap that is necessary for the operation

of the business of Check-Cap as presently conducted.

IP Rights Agreement" means any instrument or agreement governing, related or pertaining to any Check-Cap IP Rights.

Legacy Assets" means the assets, technology and Intellectual Property of Check-Cap as they existed at any time prior to the date

of this Agreement set forth on Section 1.1 of the Check-Cap Disclosure Schedule.

Legacy Business" means the business of Check-Cap as conducted at any time prior to the date of this Agreement.

Material Adverse Effect" means any Effect that, considered together with all other Effects that have occurred prior to the date

of determination of the occurrence of the Check-Cap Material Adverse Effect, has or would reasonably be expected to have a material adverse

effect on the business, financial condition, assets, liabilities or results of operations of Check-Cap; provided, however, that

Effects arising or resulting from the following shall not be taken into account in determining whether there has been a Check-Cap Material

Adverse Effect: (i) the announcement of this Agreement or the pendency of the Transactions, (ii) any change in the stock price or trading