SHARE TRANSFER AGREEMENT THIS SHARE TRANSFER AGREEMENT (the " Agreement ") is made and entered into as of

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."

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

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

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

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.

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.

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., 24th 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.

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:

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.

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.

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.

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

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

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

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.

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.

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

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:

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.

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.

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.

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.

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.

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.

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: