SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this " Agreement ") made effective as of [ ], 2026 (the " Effective Date "), by and among the current shareholders of the Company listed in Exhibit A attached heret

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this "Agreement")

made effective as of [ ], 2026 (the "Effective Date"), by and among the current shareholders of the Company listed

in Exhibit A attached hereto (the "Current Shareholders") of Psyga Bio Ltd., an Israeli company, Registration No. 516387107

(the "Company"), and XTL Biopharmaceuticals Ltd., an Israeli public company, Registration No. 520039470 ("Buyer).

Each of the Company, the Current Shareholder and

the Buyer shall be referred to herein as a "Party" and collectively, the "Parties".

WHEREAS, the Buyer desires to purchase

from the Current Shareholders the Acquired Shares which they own in the Company pursuant to the terms and conditions more fully set forth

in this Agreement (the "Acquisition"); and

WHEREAS, following the Acquisition, the

Company will become a wholly-owned Subsidiary of the Buyer;

WHEREAS, each of the Current Shareholders

are the beneficial owners of the respective amount of the Acquired Shares; and

WHEREAS, the Current Shareholders have

agreed to sell to the Buyer and the Buyer has agreed to purchase from Current Shareholders, a total of 338,990 Ordinary Shares

(the "Acquired Shares") representing 100% of the issued and outstanding share capital of the Company on a Fully Diluted

basis, against the Equity Consideration to the Current Shareholders on a Pro Rata Basis, as set forth in Exhibit A attached hereto; and

WHEREAS, the Board of Directors of the

Company and of the Buyer have (i) determined that this Agreement, the Acquisition, and the other transactions contemplated by this Agreement

are in the best interests of the Company and the Buyer (as the case may be) and are fair to their respective shareholders, and (ii) approved

this Agreement, the Merger and the other Transactions; and

WHEREAS, the Parties acknowledge that

Mr. Alex Rabinovich, one of the Current Shareholders, is also an interested party ( )

of the Buyer within the meaning of the Companies Law, serving as a director and holding approximately 25% of the issued and outstanding

share capital of the Buyer, and accordingly, the transactions contemplated by this Agreement constitute an interested party transaction

requiring the approval of the Buyer's Audit Committee, Board of Directors and general meeting of shareholders pursuant to Chapter

5 of the Companies Law; and

WHEREAS, the Parties have agreed that

as result of the Transaction, Buyer shall hold 338,990 Ordinary Shares, representing 100.00% of the issued and outstanding share capital

of the Company on a Fully Diluted Basis.

NOW, THEREFORE, in consideration

of the mutual promises and covenants set forth herein, the Parties hereby agree as follows:

means December 31, 2024.

"Additional Issuance" means

the issuance by Buyer to the Current Shareholders of ADSs (or Buyer Warrants in lieu thereof) representing ten percent (10%) of the issued

and outstanding share capital of Buyer as of the Effective Date upon achievement of each of the First Milestone, Second Milestone and

Third Milestone, in each case distributed on a Pro Rata Basis.

"ADS" means an American Depositary

Share of Buyer, with each ADS representing 400 Ordinary Shares of Buyer.

"Affiliate" means with respect

to any person or entity, any person or entity directly or indirectly, controlling such person, controlled by or under common control with

such person or entity, without limitation, any general partner, managing member, officer or director of that person or entity, or any

venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the

same management company with that person or entity. For this purpose: "Control" shall mean : (i) the ability to direct,

or cause the direction of, the management and policies of the relevant person, whether through the ownership of voting securities, by

contract or otherwise, and whether directly or indirectly, or (ii) the beneficial ownership (directly or indirectly, including through

one or more intermediaries) of 50% or more of the ownership interests in such person, including the issued and outstanding share capital,

voting rights or other ownership interests or the right to appoint the majority of the directors (or the equivalent thereof) in such person;

"Applicable Laws" means all

laws, regulations, directives, statutes, subordinate legislation, , all judgments, orders, notices, instructions, decisions and awards

of any court or competent authority or tribunal exercising statutory or delegated powers issued, enacted, adopted, promulgated, implemented

or otherwise put into effect by or under the authority of any Governmental Entity and all statutory guidance and policy notes having a

force of law , in each case to the extent applicable to the parties or any of them, or as the context requires.

means the commencement of at least three (3) clinical trials from the Company's pipeline within twelve (12) months from the

"Second Milestone" means the

successful achievement of targets in at least two (2) clinical trials from the Company's pipeline within thirty-six (36) months

from the Closing Date.

"Third Milestone" means entering

the development of Ibogaine-based products triggered by execution of a binding commercialization agreement and/or development partnership

agreement with a reputable third-party pharmaceutical, biotechnology, or life sciences company for the commercialization, licensing, development

and/or co-development of Ibogaine-based products based on the Company's regulatory licenses

means a day other than: (i) any Friday, Saturday or Sunday, or (ii) any other day on which commercial banks in Israel are generally closed

"Buyer Ordinary Shares"

means ordinary shares NIS 0.1 par value each of the Buyer.

"Buyer Shares" means Buyer Ordinary

Share issued to the Current Shareholders upon such time of reaching the relevant Milestone and the exercise of the Buyer Warrants.

means a warrant to purchase Buyer Ordinary Share exercisable by the payment of such share par value as of the time of reaching the relevant

Milestone or by way of cashless exercise thereof, in the form substantially attached hereto as Schedule 1.1.1.

"Capital Reorganization"

means a capital flattening ( ) of the Company's share capital pursuant to

which all shares of the Company are converted into Ordinary Shares of a single class with equal rights, in accordance with the Companies

means the Israeli Companies Law 5759-1999.

"Data Protection Law" means

all Applicable Laws in connection with data protection and privacy protection which apply to the Company, including without limitation

the European Regulation (EU) 2016/679 (the General Data Protection Regulation) and the Israel Privacy Protection Law 5741-1981 and the

rules and regulations promulgated thereunder;

means fully, fairly and specifically disclosed in the Schedule of Exceptions;

"Due Diligence Documents" means

the material documents of the Company as listed in Schedule 1.1.2.

"Encumbrances" means any lien,

pledge, hypothecation, charge, mortgage, security interest, encumbrance, option, right of first refusal, right of first negotiation, right

of first notice, preemptive right, title reversion agreement, easement, servitude, proxy, voting trust or agreement, transfer restriction

under any shareholder or similar agreement except for any encumbrance or other restriction imposed directly pursuant to this Agreement

or under any applicable law.

"Equity Consideration" means

the Shares Issuance and, if and when applicable, the Additional Issuance.

"Escrow Agent" means [_______],

"Escrow Agreement" means that

certain escrow agreement to be executed between the Parties and the Escrow Agent concurrently with the execution of this Agreement in

the form substantially as attached hereto as Schedule 1.1.3.

means the naturally occurring psychoactive alkaloid derived from Tabernanthe iboga, including its extracts, isolated compounds, synthetic

forms, derivatives and related pharmaceutical applications.

"Financial Statements" means

the audited consolidated financial statements of the Company (including balance sheet, income statement and statement of cash flows) as

of December 31, 2024.

"Fully Diluted Basis" means with

respect to any person, all issued and outstanding share capital of any class, warrants, options, convertible loans, rights and convertible

securities of such person, all on an as-if exercised and as-converted basis (including all rights and promises of any kind that could

directly or indirectly result in any right to receive or purchase any of the foregoing).