Kitov Pharmaceuticals Holdings Ltd. an Israeli publicly traded corporation (“Parent”), on behalf of itself and, if Parent is not the buyer of the shares previously held by Goldman Hirsh Partners Ltd., also on behalf of an as yet undetermined Affiliated party of Parent (“Kitov”) which shall , upon execution thereof by it, be deemed a Party to this Agreement Ab Initio.

The transfer of shares of the Company from Kitov to an Affiliated party thereof, as set forth above, shall be subject to the same preconditions applicable to a transfer to a Permitted Transferee, set forth hereunder.

Up to US$ 1,000,000 (the “Aggregate Amount”). Out of the Aggregate Amount, an amount of US$250,000 (the “Initial Investment”) was invested in the Company by the Investor prior to the date hereof and in consideration for such investment the Investor was issued 534 Ordinary Shares.

The parties agree that the Investor is entitled to be issued additional 77 Ordinary Shares (“Additional Shares”) which shall be issued by the Company within thirty (30) days from the signing of this Binding Term Sheet. In event that the Additional Shares were not issued within such thirty (30) day period Tyrnovo shall pay the Investor, as sole remedy, an amount of US$50,000 within 30 days thereafter.

The Investor shall have the right during the Deferred Investment Period (defined below) to invest the remaining US$ 750,000 (the “Deferred Investment”)

The Deferred Investment Period shall mean a period commencing upon the date hereof and ending upon the earlier of: (1) the lapse of 60 days from the day in which the Company notifies the Investor in writing, that the Milestone was achieved (the “Company’s Milestone Notice”), or; (2) 30 months from the date hereof. Upon exercise of the right to invest the Deferred Investment, such amount will be provided to the Company by way of a Convertible Loan.

For the purpose hereof, “Milestone” shall mean a notice by the Board of the Company to the Investor stating that an FDA approval to commence a Phase I clinical trial has been obtained.

For the purpose hereof, “Convertible Loan” shall mean a loan by the Investor, to the Company, which shall be granted under the terms further detailed in Annex A attached hereto.

Ordinary Shares of par value NIS 0.01 each (the “Ordinary Shares”).

Upon issuance of preferred shares by the Company in the future, each of the Taoz and/or Kitov shall have the right, only upon the first time that the company issues such shares, to notify the Company that it wishes to convert all Ordinary Shares issued to the Investor under the Initial Investment, Deferred Investment and the Option (with respect to the Taoz) and the shares held by Kitov in an amount not exceeding twice the number of shares converted by Taoz as set forth above (with respect to Kitov) into such preferred shares, provided that the preference with respect to each preferred share of Taoz and Kitov shall be equal to the actual Purchase Price for which these shares were issued. Such right of Taoz and Kitov shall be exercisable for a period of 30 days from the date in which the Company notified to each of Taoz and Kitov, in writing, of such issuance of preferred shares by the Company.

During the Director Appointment Right Period - the Investor shall be entitled to appoint one (1) (the “DAR Number”)representative to serve as a member of the board of directors of the Company, which appointment right shall automatically terminate upon the lapse of the Director Appointment Right Period.

Any directors appointed by the Investor shall execute a declaration to the Company stating their eligibility to serve as a director.

If, at any time during the Director Appointment Right Period, Kitov increases its number of members appointed on its behalf on the board of directors of the Company to four or more, the DAR Number shall be increased to two (2).

If the number of the Kitov Directors is reduced, the number of directors which the Investor shall have the right to appoint under the above shall be reduced accordingly to half of the number of the Kitov Directors actually serving on the board of directors of the Company rounded down to the nearest whole number, provided that in no event shall the number of Investor’s directors during the Director Appointment Right Period shall decrease from 1 director.

For the purpose hereof, the “Director Appointment Right Period” shall mean a period commencing on the date hereof and ending upon the earlier of (i) such time in which the Option was exercised or expired and is no longer exercisable and the shares in the Company held by the Investor constitute less than 8.9% of the issued and outstanding share capital of the Company; and, (ii) immediately prior to an Exit Event.

If the Investor has loaned to the Company Convertible Loans, that are convertible into shares of the Company (assuming the Fixed Conversion Price as defined in Annex A) but were no yet converted, it shall be deemed, solely for the purposes of calculating the 8.9% holdings threshold of the Investor in the Company for determining the continuation in force of the Director Appointment Right Period, and only as long as such loan was not previously repaid, as if the Investor has converted the Convertible Loan/s into such number of the Company's shares, according to the Fixed Conversion Price Annex A, which will be calculated together with the Investor's other shareholdings in the Company at the time of any such determination as above.

The Parties shall cause the Company to amend the Articles of Association of the Company to accommodate the agreement under this Section.

Until the closing of an Exit Event, the Investor shall have the right to receive, following Investor’s reasonable request, (i) annual audited financial statements,; and (ii) until the later of (1) the lapse of the Director Appointment Right Period and (2) the lapse of a 30-month period from the date hereof, an annual budget and such other information concerning the Company as may be reasonably required by the Investor semiannual management report disclosing scientific, clinical, business development, IP, and regulatory activities of the past quarter and plans for the upcoming year.

Any information, to which Investor shall have access to, shall be subject to absence of conflict of interest of such Investor, and subject to Investor entering into a confidentiality and non-disclosure agreement with the Company and acceptable to the Company.

Each of the Parties undertakes to cause the board of directors of the Company to convene once every calendar quarter in order to keep the directors of the Company duly informed of the status of the Company, its activities, developments and plans.

“Additional Securities” shall mean all shares or rights convertible into shares of the Company (“Securities”) after the date hereof, other than: (A) Securities issued to employees, directors, consultants or contractors of the Company or any of its subsidiaries, pursuant to a share purchase/option plan approved by the Board; (B) Securities issued as part of stock splits, bonus shares, stock dividends or like transactions; (C) Securities issued upon exercise or conversion of rights convertible into shares (D) Securities issued to an investor which is defined by the board of directors as a strategic investor (collectively “Excluded Issuances”). Strategic Investor shall mean an Investor who has a material value to the Company, such material value is: (a) beyond the funds directly invested by such Investor, and (b) in the field of operation of the Company.

In the event that the Company proposes to issue Additional Securities, it shall give the Investor written notice (the “Rights Notice”), describing the type of Additional Securities, the number of such Additional Securities to be offered, and the price upon which the Company proposes to issue the same. Investor shall have ten (10) business days after receipt of the Rights Notice to agree to purchase up to its Pro Rata Share of such Additional Securities, at the price and upon the terms specified in the Rights Notice by giving written notice to the Company and stating therein the quantity of Additional Securities to be purchased. Failure to timely agree to purchase Additional Securities, in whole or in part, shall be deemed as a decision not to purchase any of the Additional Securities.

For the purpose hereof, “Permitted Transferee” shall include:

With respect to the Investor:

Any Party or member of the Investor’s controlling shareholder’s immediate family (the “Family Members”) and/or any incorporated entities which are fully owned by all or each individual Family Members.

With respect to all Shareholders:

(i) a transferee by inheritance; (ii) the Shareholder’s immediate family members, (iii) an entity controlled by, controlling, or under common control with a Shareholder or any Permitted Transferee, or (iv) a trust created solely for benefit of a Shareholder or a Permitted Transferee.

So long as such Permitted Transferee shall execute in writing a joinder to this Binding Term Sheet pursuant to which such transferee agrees to be bound by the terms of this Binding Term Sheet as if an original party hereto.

Binding Agreement;

This Binding Term Sheet shall constitute a binding agreement between the parties hereto on the matters detailed herein. This Term Sheet is not intended to be an agreement for the benefit of any third party.

A breach by either Party of this Agreement, which is not remedied within 30 days from non-breaching party’s written notice (“Material Breach”), shall automatically terminate this Binding Term Sheet.