Exhibit 99.1

BETWEEN

NOBUL AI CORP.

- AND -

CHECK-CAP LTD.

DATED AS OF MARCH 25, 2024

TABLE OF CONTENTS

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 as follows:

ARTICLE 1 DEFINITIONS AND INTERPRETATION

For purposes of this Agreement:

“102 Trustee” 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.

“Acceptable 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.

“Acquisition 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.

“Acquisition 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 Check-Cap.

“Acquisition 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.

“Affiliate” 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.

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

“Antitrust 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.

“Business 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 closed.

“CARES Act” 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.

“Change of 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.

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

“Check-Cap Board” means the board of directors of Check-Cap.

“Check-Cap Capitalization Representations” means the representations and warranties of Check-Cap set forth in Section 5.6(a) and Section 5.6(b).

“Check-Cap 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.

“Check-Cap 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.

“Check-Cap 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).

“Check-Cap 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).

“Check-Cap 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.

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

“Check-Cap 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.

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

“Check-Cap 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 volume of Check-Cap Ordinary Shares (it being understood, however, that any Effect causing or contributing to any change in stock price or trading volume of Check-Cap Ordinary Shares may be taken into account in determining whether a Check-Cap Material Adverse Effect has occurred, unless such Effects are otherwise excepted from this definition), (iii) the taking of any action, or the failure to take any action, by Check-Cap that is required to comply with the terms of this Agreement, (iv) the repositioning of the Check-Cap Legacy Business and Check-Cap’s operations, (v) any natural disaster or epidemics, pandemics or other force majeure events, or any act or threat of terrorism or war, any armed hostilities or terrorist activities (including any escalation or general worsening of any of the foregoing) anywhere in the world, or any governmental or other response or reaction to any of the foregoing, (vi) any change in GAAP or applicable Law or the interpretation thereof, (vii) general economic or political conditions or conditions generally affecting the industries in which Check-Cap and its Subsidiary operate, (viii) any change in the cash position of Check-Cap and its Subsidiary which results from operations in the Ordinary Course of Business; except in each case with respect to clauses (v), (vi) and (vii), to the extent disproportionately affecting Check-Cap and its Subsidiary relative to other similarly situated companies in the industries in which Check-Cap and its Subsidiary operate.

“Check-Cap Option” means an option to purchase a Check-Cap Ordinary Share granted under the Check-Cap Stock Plans.

“Check-Cap Ordinary Shares” means the ordinary shares, par value NIS 48.00 each, of Check-Cap.

“Check-Cap Placement Agent Warrants” means the placement agent warrants to purchase Check-Cap Ordinary Shares issued to H.C. Wainwright & Co., LLC or its designees, pursuant to certain Engagement Letters dated (i) January 23, 2019, (ii) July 22, 2020, (iii) June 24, 2021 (as amended on June 29, 2021) and (iv) February 26, 2022.

“Check-Cap Registered Direct Warrants” means the warrants to purchase Check-Cap Ordinary Shares issued pursuant to registered direct offerings and a warrant exercise agreement on February 4, 2019, July 23, 2020, July 2, 2021 and March 3, 2022.

“Check-Cap Registered IP” means all Check-Cap IP Rights that are owned or exclusively or non-exclusively licensed to Check-Cap that are registered, filed or issued under the authority of, with or by any Governmental Authority, including all patents, registered copyrights and registered trademarks and all applications for any of the foregoing.

“Check-Cap RSU” means a restricted stock unit award representing the right to receive a Check-Cap Ordinary Share under the Check-Cap Stock Plans.

“Check-Cap Stock Plans” means, collectively, each of the Check-Cap LLC 2006 Unit Option Plan, the Check-Cap Ltd. 2015 Equity Incentive Plan and the Check-Cap Ltd. 2015 United States Sub-Plan, in each case, as may be amended from time to time.

“Check-Cap Unaudited Interim Balance Sheet” means the unaudited consolidated balance sheet of Check-Cap for the nine (9)-month period ended September 30, 2023.

“Check-Cap Warrants” means, collectively, the (a) Check-Cap Registered Direct Warrants, (b) Check-Cap CLA Warrants, and the (c) Check-Cap Placement Agent Warrants.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidentiality Agreement” means the non-disclosure agreement dated August 14, 2023 between Nobul and Check-Cap.

“Consent” means any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

“Consulting Agreement” means the consulting agreement to be entered into between an identified party, as determined by the Board of Directors, and Check-Cap regarding the repositioning of the Check-Cap Legacy Assets pursuant to Section 7.1(c).

“Contract” means, with respect to any Person, any written agreement, contract, subcontract, lease (whether for real or personal property), mortgage, license, or other legally binding commitment or undertaking of any nature to which such Person is a party or by which such Person or any of its assets are bound or affected under applicable Law.

“Effect” means any effect, change, event, circumstance, or development.

“Employee Plan” means (a) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA; (b) equity and/or equity based compensation plans, equity purchase plans, bonus or incentive plans, severance pay plans, programs or arrangements, deferred compensation arrangements or agreements, compensation plans, programs, change in control plans, programs or arrangements, supplemental income arrangements, vacation plans, fringe benefit plans, employment agreements, consultant agreements, and all other employee benefit plans or arrangements, not described in (a) above; and (c) plans or arrangements providing compensation to employee and non-employee directors, and independent contractors.

“Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, security interest, lease, option, easement, reservation, servitude, adverse title, claim, infringement, interference, option, right of first refusal, pre-emptive right, community property interest or restriction or encumbrance of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Enforceability Exceptions” means the (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

“Entity” means any corporation (including any non-profit corporation), partnership (including any general partnership, limited partnership or limited liability partnership), joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity, and each of its successors.

“Environmental Law” means any federal, state, provincial, local or foreign Law relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any Law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.

“Equity Awards” means each outstanding equity award granted under the Check-Cap Stock Plans and/or Nobul Equity Incentive Plans.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any Entity, any other entity, trade or business that is, or at any applicable time was, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes such Entity.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” generally accepted accounting principles as in effect from time to time in the United States.

“Governmental Authority” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign, supra-national or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, bureau, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any taxing authority) or (d) self-regulatory organization (including Nasdaq and the TSX).

“Governmental Authorization” means any: (a) permit, license, certificate, franchise, permission, variance, exception, order, approval, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law or (b) right under any Contract with any Governmental Authority.

“Hazardous Materials” means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Law, including crude oil or any fraction thereof, and petroleum products or by-products.

“ICL” means the Israeli Companies Law, 5759-1999, as amended from time to time, including the regulations promulgated thereunder, or any other Law which may come in its stead, including all amendments made thereto.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board as in effect from time to time.

“IIA” means the Israel Innovation Authority.

“IIA Notice” means the written notice to be submitted to the IIA with respect to the Transactions, in accordance with the Israeli Encouragement of Research, Development and Technological Innovation in the Industry Law, 5744-1984 and the IIA’s regulations, in a form reasonably acceptable to Nobul, together with the IIA Undertaking executed by Check Cap to be delivered at Closing, which notice may be submitted to the IIA following the Closing.

“IIA Undertaking” means a completed and duly executed undertaking of Check-Cap in customary form to be submitted to the IIA by Check-Cap on behalf of Nobul, together with the IIA Notice, following the Closing.

“Intellectual Property” means (a) United States, Canadian, foreign and international patents, patent applications, including all provisionals, nonprovisionals, substitutions, divisionals, continuations, continuations-in-part, reissues, extensions, supplementary protection certificates, Inter Partes Review or Post Grant Review Certificates, reexaminations, term extensions, certificates of invention and the equivalents of any of the foregoing, statutory invention registrations, invention disclosures and inventions (collectively, “Patents”), (b) designs and design rights, including registrations and applications for registration thereof, (c) trademarks, service marks, trade names, corporate names, brand names, trade dress, logos and other source identifiers, including registrations and applications for registration thereof, (d) copyrights, including registrations and applications for registration thereof, (e) URLs, domain names, and social media accounts, (f) software, including all source code, object code and related documentation, formulae, customer lists, trade secrets, know-how, confidential information and other proprietary rights and intellectual property, whether patentable or not and (g) all United States, Canadian and foreign rights arising under or associated with any of the foregoing.

“ISA” shall mean the Israel Securities Authority.

“ISA No-Action Letter” shall mean an exemption and no-action letter from the ISA from the requirements of the Israeli Securities Law concerning the publication of an Israeli Prospectus in respect of the offering of the Check-Cap Merger Consideration to be issued to the Check-Cap Shareholders.

“Israeli Income Tax Ordinance” means the Israeli Income Tax Ordinance [New Version] 5721-1961, and the rules and regulations promulgated thereunder.

“ITA” means the Israel Tax Authority.

“Knowledge” means, with respect to an individual, that such individual is actually aware of the relevant fact or such individual would reasonably be expected to know such fact following reasonable inquiry in the ordinary course of the performance of such individual’s responsibilities.

“Law” means any federal, state, national, supra-national, foreign, local, provincial or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority (including under the authority of Nasdaq, the TSX or the Financial Industry Regulatory Authority).

“Legal Proceeding” means any material action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel.

“Nasdaq” means The Nasdaq Capital Market.

“Nasdaq Reverse Split” means a reverse share split of all outstanding Nobul Common Shares, at a reverse share split ratio determined by Nobul, acting reasonably, for the purpose, among other purposes deemed relevant by Nobul, of maintaining compliance with Nasdaq listing standards.

“Net Cash” means, without duplication and in any event as of the Net Cash Determination Time and, as applicable, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Check-Cap’s audited financial statements and unaudited interim balance sheet, the sum of (i) Check-Cap’s unrestricted cash and cash equivalents (excluding marketable securities, other than marketable securities acquired in accordance with Nobul’s written consent, which shall not be unreasonably withheld, but including, for the avoidance of doubt, unrestricted cash deposits and interest accrued thereon), minus (ii) current and long-term liabilities payable in cash (excluding non-cash liabilities) accrued at Closing pursuant to IFRS, minus (iii) all of Check-Cap’s unpaid Transaction Costs; (iv) all of Check-Cap’s unpaid Change of Control Payments, minus (v) the cost of redemption of all Check-Cap Warrants (including for the avoidance of doubt, the Check-Cap Registered Direct Warrants and Check-Cap Placement Agent Warrants) that have redemption rights according to their terms, and are outstanding as of immediately prior to the Merger Effective Time (assuming the full redemption thereof), plus (vi) the amount of any expenses paid or liabilities incurred by Check-Cap during the Interim Period that the insurer under Check-Cap’s D&O insurance policy listed on Section 1.1 of the Check-Cap Disclosure Schedule has unconditionally and irrevocably agreed in writing to pay and are in excess of the deductible under such policy, plus (vii) the amount of any proceeds to be received by Check-Cap for any Check-Cap Legacy Transaction at or prior to the Closing Date, plus (viii) the amount of any advances made by Check-Cap to Nobul pursuant to Section 7.18.

“Net Cash Collar” means $3,000,000.

“Net Cash Target” means $18,000,000.

“Nobul Arrangement” means the arrangement of Nobul Technologies Inc. and Nobul under Section 182 of the Business Corporations Act (Ontario) effective December 21, 2023.

“Nobul Associate” means any current employee, independent contractor, officer or director of Nobul or any of its Subsidiaries.

“Nobul Board” means the board of directors of Nobul.

“Nobul Capitalization Representations” means the representations and warranties of Nobul, set forth in Section 4.5(a) and Section 4.5(d).

“Nobul Class R Shares” means the Class R common shares of Nobul.

“Nobul Common Shares” means the common shares of Nobul.

“Nobul Contract” means any Contract: (a) to which Nobul or any of its Subsidiaries is a Party, (b) by which Nobul or any of its Subsidiaries is or may become bound or under which Nobul or any of its Subsidiaries has, or may become subject to, any obligation or (c) under which Nobul or any of its Subsidiaries has or may acquire any right or interest.

“Nobul Convertible Securities” means any shares or other securities of Nobul outstanding on the date hereof directly or indirectly convertible into or exercisable or exchangeable for Nobul Common Shares.

“Nobul Debentures” means the convertible debentures of Nobul due November 28, 2027, issued pursuant to the debenture certificates dated November 28, 2022.

“Nobul Equity Incentive Plans” means the 2017 Nobul Stock Option Plan and the 2020 Nobul Equity Incentive Plan, as may be amended from time to time.

“Nobul Exchange Ratio” means the ratio of 0.1764 of a Nobul Common Share for each one (1) Check-Cap Ordinary Share, provided that if:

provided, for the avoidance of doubt, if Net Cash is greater than or less than the Net Cash Target by an amount less than the Net Cash Collar, then no further adjustments to the Nobul Exchange Ratio will be made. Notwithstanding the foregoing, if the Net Cash is less than the Net Cash Target by an amount greater than the Net Cash Collar, then Nobul shall also have the right to terminate this Agreement in accordance with Section 9.1(i).

“Nobul Fundamental Representations” means the representations and warranties of Nobul set forth in Sections 4.1(a) and 4.1(b) (Due Organization; Subsidiaries) and Section 4.3 (Authority; Binding Nature of Agreement).

“Nobul 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 a Nobul 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 Nobul or its Subsidiaries, taken as a whole; provided, however, that Effects arising or resulting from the following shall not be taken into account in determining whether there has been a Nobul Material Adverse Effect: (i) the announcement of this Agreement or the pendency of the Transactions, (ii) the taking of any action, or the failure to take any action, by Nobul that is required to comply with the terms of this Agreement, (iii) any natural disaster or epidemics, pandemics or other force majeure events, or any act or threat of terrorism or war, any armed hostilities or terrorist activities (including any escalation or general worsening of any of the foregoing) anywhere in the world or any governmental or other response or reaction to any of the foregoing, (iv) any change in IFRS or applicable Law or the interpretation thereof, or (v) general economic or political conditions or conditions generally affecting the industries in which Nobul and its Subsidiaries operate; except in each case with respect to clauses (iii), (iv) and (v), to the extent disproportionately affecting Nobul and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Nobul and its Subsidiaries operate.

“Nobul Material Contract” means the following Nobul Contracts in effect as of the date of this Agreement:

“Nobul Option“ means an option to purchase a Nobul Common Share under the Nobul Equity Incentive Plans.

“Nobul Preferred Shares” means the Preferred Shares, the New Preferred Shares, the Class AAA Preferred Shares, the Series C Preferred Shares, and the Series D Preferred Shares in the capital of Nobul.

“Nobul RSU” means a restricted share unit issued under the Nobul Equity Incentive Plans.

“Nobul Shares” means the Nobul Common Shares, the Nobul Class R Shares, and the Nobul Preferred Shares.

“Nobul Unaudited Interim Balance Sheet” means the unaudited consolidated balance sheet of Nobul for the nine (9)-month period ended September 30, 2023 provided to Check-Cap prior to the date of this Agreement.

“Nobul Warrant” means a warrant to purchase Nobul Common Shares issued by Nobul.

“Order” means any judgment, order, writ, injunction, ruling, decision or decree of (that is binding on a Party), or any plea agreement, corporate integrity agreement, resolution agreement, or deferred prosecution agreement with, or any settlement under the jurisdiction of, any court or Governmental Authority.

“Ordinary Course of Business” means, with respect to a Party, such actions taken in the ordinary course of its normal operations and consistent with its past practices.

“Organizational Documents” means, with respect to any Person (other than an individual), (a) the certificate or articles of association or incorporation or organization or limited partnership or limited liability company, and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all bylaws, regulations and similar documents or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

“OSC” means the Ontario Securities Commission.

“Permitted Alternative Agreement” means a definitive agreement that contemplates or otherwise relates to an Acquisition Transaction that constitutes a Superior Offer.

“Permitted Encumbrance” means (a) any liens for current Taxes not yet due and payable or for Taxes that are being contested in good faith and for which adequate reserves have been made on the Nobul Unaudited Interim Balance Sheet or the Check-Cap Unaudited Interim Balance Sheet, as applicable, in accordance with GAAP for purposes of the Check-Cap Unaudited Interim Balance Sheet and IFRS for purposes of the Nobul Unaudited Interim Balance Sheet (b) liens that have arisen in the Ordinary Course of Business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Nobul or any of its Subsidiaries or Check-Cap or its Subsidiary, as applicable, (c) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements that have arisen in the Ordinary Course of Business and that do not (in any case or in the aggregate) have a Nobul Material Adverse Effect or Check-Cap Material Adverse Effect, as the case may be, (d) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Law that have arisen in the Ordinary Course of Business and that do not (in any case or in the aggregate) have a Nobul Material Adverse Effect or Check-Cap Material Adverse Effect, as the case may be, and (e) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies that have arisen in the Ordinary Course of Business and that do not (in any case or in the aggregate) have a Nobul Material Adverse Effect or Check-Cap Material Adverse Effect, as the case may be.

“Person” means any individual, Entity or Governmental Authority.

“Personal Information” means information (in any form or media) that identifies, relates to, describes or can be used to identify an individual (alone or when combined with other associated information or data), including: (i) Protected Health Information, as defined under HIPAA; (ii) individually identifiable government identifiers, such as Social Security or other tax identification numbers, driver’s license numbers and other government-issued identification numbers; (iii) user names, email addresses, passwords or other credentials for accessing accounts; and (iv) any information defined as “personally identifiable information” or “personal data” as defined under applicable Privacy Laws.

“Privacy Laws” means, collectively, (i) all applicable Laws relating to data privacy, data protection, data security, trans-border data flow, data loss, data theft, or breach notification with respect to the collection, handling, use, processing, maintenance, storage, disclosure or transfer of Personal Information enacted, adopted, promulgated or applied by any Governmental Authority, including the applicable legally binding requirements set forth in applicable regulations and agreements containing consent orders published by regulatory authorities of competent jurisdiction, and foreign, state, federal or provincial data protection authorities; (ii) the internal privacy policy of Nobul and any public statements that Nobul has made regarding its privacy policies and practices; (iii) third party privacy policies with which Nobul has been or is contractually obligated to comply; and (iv) any applicable rules of any applicable self-regulatory organizations in which Nobul is or has been a member and/or with which Nobul is or has been contractually obligated to comply relating to data privacy, data protection, data security, trans-border data flow, data loss, data theft, or breach notification with respect to the collection, handling, use, processing, maintenance, storage, disclosure or transfer of Personal Information.

“Products” means any products or services, developed, owned, performed, offered, marketed, licensed, sold, distributed or other otherwise made available by or on behalf Nobul, Check-Cap or their respective Subsidiaries, (i) from which Nobul, Check-Cap or their respective Subsidiaries has derived in the three (3) years prior to the date of this Agreement, is currently deriving, or is scheduled to derive, revenue from the sale, license or provision thereof, including products or services under development, or (ii) for which Nobul, Check-Cap or their respective Subsidiaries has an ongoing obligation to provide warranty or similar services.

“Prospectus” means the non-offering preliminary prospectus and/or final prospectus of Nobul, and any amendment thereto, as the context requires, containing disclosure regarding the Transaction.

“Representatives” means directors, officers, employees, agents, attorneys, accountants, investment bankers, advisors and representatives.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Section 102” means Section 102 of the Israeli Income Tax Ordinance.

“Section 102 Award” means any Equity Award that was intended to be granted and taxed pursuant to Section 102(b)(2) or Section 102(b)(3) of the Israeli Income Tax Ordinance.

“Section 102 Shares” means any shares that were issued as Section 102 Awards or issued upon exercise or vesting of Section 102 Awards, and at the Closing Date are held by the 102 Trustee.

“Section 3(i) Award” means any Equity Award that was granted under the Nobul Equity Incentive Plans pursuant to Section 3(i) of the Israeli Income Tax Ordinance.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary”: an Entity shall be deemed to be a “Subsidiary” of a Person if such Person directly or indirectly owns or purports to own, beneficially or of record, (a) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such entity’s board of directors or other governing body or (b) at least 50% of the outstanding equity, voting, beneficial or financial interests in such Entity; provided that any reference in this Agreement to a Subsidiary of Nobul shall not be deemed as referring to Merger Sub for such purpose.

“Superior Offer” means an unsolicited bona fide written Acquisition Proposal (with all references to 25% in the definition of Acquisition Transaction being treated as references to 100% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach of (or in violation of) this Agreement and (b) is on terms and conditions that the Check-Cap Board determines in good faith, following consultation with its outside legal counsel and financial advisors, and based on such matters that the Check-Cap Board deems relevant (including the likelihood of consummation thereof and the financing terms thereof), are more favorable, from a financial point of view, to the Check-Cap Shareholders and provides consideration of 20% or more in excess of the consideration per Check-Cap Ordinary Share than the terms of the Transactions (in the case of Check-Cap, also taking into account any written offer by Nobul to amend the terms of this Agreement).

“Tax” means any federal, state, local, foreign or other tax, including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, escheat and unclaimed property, estimated tax, unemployment tax, social security and national health insurance tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax, payroll tax, customs duty, alternative or add-on minimum or other tax or similar charge, and including any fine, penalty, addition to tax or interest imposed by a Governmental Authority with respect thereto.

“Tax Return” means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating to any Tax.

“Transaction Costs” means, with respect to any Person, the sum of any costs, fees and expenses incurred by such Person and its Subsidiaries, or for which such Person and its Subsidiaries is liable, in connection with the negotiation, preparation and execution of this Agreement and the consummation of the Transactions and that are unpaid as of the Closing, including brokerage fees and commissions, finders’ fees or financial advisory fees, or any fees and expenses of counsel or accountants in each case plus any value added tax (VAT) thereon, the cost of such Person’s D&O Tail and the applicable portion of the fees of the Exchange Agent, Information Agent and Israeli Paying Agent payable by such Person and its Subsidiaries; which, for greater certainty, (i) shall include all costs, fees, and expenses incurred by Nobul relating to the reorganization and initial public offering planning completed by Nobul prior to the date of this Agreement; and (ii) shall exclude all costs, fees, and expenses incurred by Check-Cap in connection with any prior transactions contemplated in connection with the business combination agreement entered into between Check-Cap, Keystone Dental Holdings, Inc., Capstone Dental Pubco, Inc., Capstone Merger Sub Ltd., and Capstone Merger Sub Corp. dated as of August 16, 2023.

“Transactions” means the Merger and the other transactions contemplated by this Agreement.

“Treasury Regulations” means the United States Treasury regulations promulgated under the Code.

“TSX” means the Toronto Stock Exchange.

Each of the following terms is defined in the Section set forth opposite such term:

ARTICLE 2 TRANSACTIONS; CLOSING

At the Merger Effective Time, the articles of association of Check-Cap shall be amended and restated in their entirety with such terms as agreed to by Nobul and Check-Cap prior to the Anticipated Closing Date, and as so amended shall remain in effect from and after the Merger Effective Time as the articles of association of the Surviving Company (the “Surviving Company Articles”) until thereafter amended as provided by applicable Law and such articles of association.

At the Merger Effective Time, the board of directors of the Surviving Company shall be constituted with, and the officers of the Surviving Company shall be, those individuals designated by Nobul, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with applicable Law and the Surviving Company Articles, as the case may be.

ARTICLE 3 EXCHANGE OF SECURITIES

Not less than five (5) Business Days prior to the Anticipated Closing Date, Check-Cap will prepare and deliver to Nobul a certificate signed by the Chief Financial Officer of Check-Cap in a form reasonably acceptable to Nobul setting forth (as of immediately prior to the Merger Effective Time) (i) the name and address of each holder of Check-Cap Options, Check-Cap RSUs and Check-Cap Warrants based on Check-Cap’s then current records, (ii) the number of Check-Cap Ordinary Shares underlying Check-Cap Options, Check-Cap RSUs and Check-Cap Warrants for each such holder, (iii) the number of Nobul Common Shares to be allocated to any holder of Check-Cap Vested RSUs pursuant to this Agreement in respect of such Check-Cap Vested RSUs held by such holder as of immediately prior to the Merger Effective Time, (iv) the cost of redemption of each Check-Cap Warrant outstanding as of immediately prior to the Merger Effective Time (assuming the full redemption thereof) and (v) the number of Nobul Common Shares to be issued upon the exercise of Check-Cap Warrants to each holder of Check-Cap Warrants in respect of such Check-Cap Warrants held by such holder as of immediately prior to the Merger Effective Time (assuming all Check-Cap Warrants are exercised and no Check-Cap Warrants are redeemed) (the “Check-Cap Allocation Schedule”). The allocation of the Check-Cap Merger Consideration and the information with respect to the number of Nobul Common Shares to be issued to any holder of Check-Cap Vested RSUs set forth in the Check-Cap Allocation Schedule shall be binding on all Parties and shall be used by Nobul for purposes of the issuance of Nobul Common Shares to the holders of Check-Cap Ordinary Shares and Check-Cap Vested RSUs pursuant to this Article 3, absent manifest error.

At the Merger Effective Time, by virtue of the Merger and without any further action on the part of the Parties or any holder of any securities of Check-Cap, Nobul or Merger Sub:

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF NOBUL

Except as set forth in the written disclosure schedule delivered by Nobul to Check-Cap (the “Nobul Disclosure Schedule”), Nobul represents and warrants to Check-Cap as follows:

Nobul has delivered to Check-Cap accurate and complete copies of the Organizational Documents of Nobul and Nobul Technologies Inc. Neither Nobul nor any of its Subsidiaries, as described in Section 4.1 Disclosure Schedule is in breach or violation of its Organizational Documents in any material respect.

Nobul has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Transactions. This Agreement has been duly executed and delivered by Nobul and, assuming the due authorization, execution and delivery by Check-Cap, constitutes the legal, valid and binding obligation of Nobul, enforceable against Nobul in accordance with its terms, subject to the Enforceability Exceptions.

Except for the Nobul Arrangement, between the date of Nobul Unaudited Interim Balance Sheet and the date of this Agreement, Nobul has conducted its business only in the Ordinary Course of Business (except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto) and there has not been any (a) Nobul Material Adverse Effect or (b) action, event or occurrence that would have required consent of Check-Cap pursuant to Section 6.2(a) of this Agreement had such action, event or occurrence taken place after the execution and delivery of this Agreement.

Neither Nobul nor any of its Subsidiaries has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any kind, whether accrued, absolute, contingent, matured, unmatured or otherwise (each a “Liability”), in each case, of a type required to be reflected or reserved for on a balance sheet prepared in accordance with IFRS, except for: (a) Liabilities disclosed, reflected or reserved against in Nobul Unaudited Interim Balance Sheet, (b) normal and recurring current Liabilities that have been incurred by Nobul or its Subsidiaries since the date of Nobul Unaudited Interim Balance Sheet in the Ordinary Course of Business (none of which relates to any breach of contract, breach of warranty, tort, infringement, or violation of Law), (c) Liabilities for performance of obligations of Nobul or any of its Subsidiaries under Nobul Contracts, (d) Liabilities incurred in connection with the Transactions and (e) Liabilities listed in Section 4.8 of the Nobul Disclosure Schedule.

Each of Nobul and its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or assets and equipment used or held for use in its business or operations or purported to be owned by it, including: (a) all assets reflected on Nobul Unaudited Interim Balance Sheet and (b) all other assets reflected in the books and records of Nobul or any of its Subsidiaries as being owned by Nobul or such Subsidiary. All of such assets are owned or, in the case of leased assets, leased by Nobul or any of its Subsidiaries free and clear of any Encumbrances, other than Permitted Encumbrances.

Neither Nobul nor any of its Subsidiaries owns any real property contemplated in this Agreement.

Except for such matters as would not, individually or in the aggregate, reasonably be expected to have a Nobul Material Adverse Effect:

Nobul and each of its Subsidiaries have complied in all material respects with all applicable Privacy Laws and the applicable terms of any Nobul Contracts relating to privacy, security, collection, transfer (including cross-border), keeping complete, correct, accurate and up-to-date, retention, storage, registration of databases, processing, sharing, disclosure or use of Personal Information of any individuals that interact with Nobul and its Subsidiaries in connection with the operation of Nobul’s and its Subsidiaries’ business. Nobul and each of its Subsidiaries have implemented and maintain reasonable written policies and procedures, satisfying the requirements of applicable Privacy Laws, concerning the privacy, security, collection, transfer and use of Personal Information (the “Privacy Policies”) and have complied in all material respects with the same. As of the date hereof, no claims have been asserted or threatened in writing against Nobul or any of its Subsidiaries by any Person alleging a violation of Privacy Laws, Privacy Policies and/or the applicable terms of any Nobul Contracts relating to privacy, security, collection or use of Personal Information of any individuals. To the Knowledge of Nobul, there have been no data security incidents, data breaches or other adverse events or incidents related to the unauthorized access, use or processing of Personal Information in the custody or control of Nobul or its Subsidiaries, in each case where such incident, breach or event would result in a notification obligation to any Person under applicable Law or pursuant to the terms of any Nobul Contract. Neither Nobul nor any of its Subsidiaries has received written notice, or, to the Knowledge of Nobul, been subject to any audits, proceedings or investigations by any Governmental Authority or any customer, or received any material written claims or complaints regarding the collection, dissemination, storage or use of Personal Information, and, to the Knowledge of Nobul, there is no reasonable basis for the same.

There are no Nobul Material Contracts that are not in written form. Neither Nobul nor any of its Subsidiaries has, nor to Nobul’s Knowledge, as of the date of this Agreement has any other party to a Nobul Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Nobul Material Contract in such manner as would permit any other party to cancel or terminate any such Nobul Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a Nobul Material Adverse Effect. As to Nobul and its Subsidiaries, as of the date of this Agreement, each Nobul Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Nobul Material Contract to change, any material amount paid or payable to Nobul under any Nobul Material Contract or any other material term or provision of any Nobul Material Contract.

Except for such matters as would not, individually or in the aggregate, reasonably be expected to have a Nobul Material Adverse Effect, (i) Nobul and each of its Subsidiaries is in compliance with the provisions of all applicable federal, provincial, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, “Employment Laws”); (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the Knowledge of Nobul, threatened, and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the Knowledge of Nobul, threatened, with any employee of Nobul or any of its Subsidiaries and, to the Knowledge of Nobul, none has occurred during the past year; and (iii) no union has been accredited or otherwise designated to represent any employees of Nobul or any of its Subsidiaries and, to the Knowledge of Nobul, no accreditation request or other representation question is pending with respect to the employees of Nobul, or any of its Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the facilities of Nobul or any of its Subsidiaries and none is currently being negotiated by Nobul or any of its Subsidiaries;

Except for such matters as would not, individually or in the aggregate, reasonably be expected to have a Nobul Material Adverse Effect, Nobul and its Subsidiaries have maintained such policies of insurance issued by responsible insurers as are appropriate to Nobul’s operations, property and assets in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets and all such policies of insurance continue to be in full force and effect; neither Nobul nor any of its Subsidiaries is in default as to the payment of premiums or otherwise, under the terms of any such policy; and neither Nobul nor any of its Subsidiaries has received any notice of the non-renewal of any such policy, or of any reservation of claims pursuant to any such policy.

Neither Nobul, any of its Subsidiaries, or any director or officer of Nobul listed on the public record with the relevant Governmental Authority owns, beneficially or otherwise, more than 5% of Check-Cap Ordinary Shares or other securities of Check-Cap or any outstanding securities of any of its Subsidiaries (or any other economic interest through derivative securities or otherwise in Check-Cap or any of its Subsidiaries).

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF CHECK-CAP.

Except (i) as set forth in the written disclosure schedule delivered by Check-Cap to Nobul (the “Check-Cap Disclosure Schedule”) or (ii) as disclosed in the Check-Cap SEC Documents filed with the SEC prior to the date hereof and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but (a) without giving effect to any amendment thereof filed with, or furnished to the SEC on or after the date hereof and (b) excluding any disclosures contained under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), Check-Cap represents and warrants to Nobul as follows:

Check-Cap has delivered to Nobul accurate and complete copies of the Organizational Documents of Check-Cap and its Subsidiary. Neither Check-Cap nor its Subsidiary are in breach or violation of its Organizational Documents in any material respect.

Check-Cap has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to receipt of the Check-Cap Required Approvals, the Check-Cap Shareholder Transaction Approval, to consummate the Transactions to which Check-Cap is a party. The Check-Cap Board (at meetings duly called and held or by written consent duly obtained) has: (i) reviewed an independent valuation report of Nobul and determined that the Merger and the Transactions to which Check-Cap is a party are fair to, advisable and in the best interests of Check-Cap and its 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, no reasonable concern exists that, as a result of the Merger, the Surviving Company 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 Merger, this Agreement and thereby approve the Transactions to which Check-Cap is a party. This Agreement has been duly executed and delivered by Check-Cap and, assuming the due authorization, execution and delivery by the other Parties, constitutes the legal, valid and binding obligation of Check-Cap, enforceable against Check-Cap in accordance with its terms, subject to the Enforceability Exceptions.

The affirmative vote of the holders of at least a majority of (a) the Check-Cap Ordinary Shares represented at the Check-Cap Shareholder Meeting entitled to vote and voting on the proposal is the only vote of the holders of any class or series of Check-Cap’s share capital necessary to approve and adopt the Merger, this Agreement and the other Transactions to which Check-Cap is a party (the “Check-Cap Shareholder Transaction Approval”).

Except as set forth on Section 5.7(g) of the Check-Cap Disclosure Schedule, between December 31, 2022 and the date of this Agreement, Check-Cap has conducted its business only in the Ordinary Course of Business (except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto) and there has not been any (a) Check-Cap Material Adverse Effect or (b) action, event or occurrence that would have required consent of Nobul pursuant to Section 6.1(b) of this Agreement had such action, event or occurrence taken place after the execution and delivery of this Agreement.

Neither Check-Cap nor its Subsidiary have any Liability of a type required to be reflected or reserved for on a balance sheet prepared in accordance with GAAP, except for: (a) Liabilities disclosed, reflected or reserved against in the Check-Cap Unaudited Interim Balance Sheet, (b) normal and recurring current Liabilities that have been incurred by Check-Cap or its Subsidiary since the date of the Check-Cap Unaudited Interim Balance Sheet in the Ordinary Course of Business (none of which relates to any breach of contract, breach of warranty, tort, infringement, or violation of Law), (c) Liabilities for performance of obligations of Check-Cap or its Subsidiary under Check-Cap Contracts, (d) Liabilities incurred in connection with the Check-Cap Legacy Transaction or the Transactions and (e) Liabilities described in Section 5.9 of the Check-Cap Disclosure Schedule.

Each of Check-Cap and its Subsidiary owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or assets and equipment used or held for use in its business or operations or purported to be owned by it, including: (a) all assets reflected on the Check-Cap Unaudited Interim Balance Sheet and (b) all other assets reflected in the books and records of Check-Cap or its Subsidiary as being owned by Check-Cap or its Subsidiary. All of such assets are owned or, in the case of leased assets, leased by Check-Cap or its Subsidiary free and clear of any Encumbrances, other than Permitted Encumbrances.

Neither Check-Cap nor its Subsidiary own or has ever owned any real property. Check-Cap has made available to Nobul (a) an accurate and complete list of all real properties with respect to which Check-Cap directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by Check-Cap or its Subsidiary and (b) copies of all leases under which any such real property is possessed (the “Check-Cap Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder.

Except for such matters as would not, individually or in the aggregate, reasonably be expected to have a Check-Cap Material Adverse Effect:

Check-Cap and its Subsidiary have complied in all material respects with all applicable Privacy Laws and the applicable terms of any Check-Cap Contracts relating to privacy, security, collection, transfer (including cross-border), keeping complete, correct, accurate and up-to-date, retention, storage, registration of databases, processing, sharing, disclosure or use of Personal Information of any individuals (including clinical trial participants, patients, physicians and other health care professionals, clinical trial investigators and researchers) that interact with Check-Cap and its Subsidiary in connection with the operation of Check-Cap’s and its Subsidiary’s business. Check-Cap and its Subsidiary have implemented and maintain reasonable written Privacy Policies and have complied in all material respects with the same. As of the date hereof, no claims have been asserted or threatened in writing against Check-Cap or its Subsidiary by any Person alleging a violation of Privacy Laws, Privacy Policies and/or the applicable terms of any Check-Cap Contracts relating to privacy, security, collection or use of Personal Information of any individuals. To the Knowledge of Check-Cap, there have been no data security incidents, data breaches or other adverse events or incidents related to the unauthorized access, use or processing of Personal Information or Check-Cap data in the custody or control of Check-Cap or its Subsidiary, in each case where such incident, breach or event would result in a notification obligation to any Person under applicable Law or pursuant to the terms of any Check-Cap Contract. Neither Check-Cap nor its Subsidiary has received written notice, or, to the Knowledge of Check-Cap, been subject to any audits, proceedings or investigations by any Governmental Authority or any customer, or received any material written claims or complaints regarding the collection, dissemination, storage or use of Personal Information, and, to the Knowledge of Check-Cap, there is no reasonable basis for the same.

Section 5.14 of the Check-Cap Disclosure Schedule identifies each Check-Cap Contract that is in effect as of the date of this Agreement and is (a) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act or (b) a Contract to which Check-Cap is a party or by which any of its assets and properties is currently bound, which, pursuant to the express terms thereof, require annual obligations of payment by, or annual payments to, Check-Cap in excess of $250,000. Check-Cap has delivered or made available to Nobul accurate and complete copies of all Contracts to which Check-Cap or its Subsidiary are a party or by which it is bound of the type described in clauses (a) and (b) of the immediately preceding sentence (any such Contract, a “Check-Cap Material Contract”), including all amendments thereto. Check-Cap has not nor, to the Knowledge of Check-Cap as of the date of this Agreement, has any other party to a Check-Cap Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Check-Cap Material Contract in such manner as would permit any other party to cancel or terminate any such Check-Cap Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a Check-Cap Material Adverse Effect. As to Check-Cap and its Subsidiary, as of the date of this Agreement, each Check-Cap Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions.

Except as set forth on Section 5.19 of the Check-Cap Disclosure Schedule, since January 1, 2022, Check-Cap has complied with all applicable Environmental Laws, which compliance includes the possession by Check-Cap of all permits and other Governmental Authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof, except for any failure to be in compliance that, individually or in the aggregate, would not result in a Check-Cap Material Adverse Effect. Except as set forth on Section 5.19 of the Check-Cap Disclosure Schedule, Check-Cap has not received since January 1, 2022, any written notice or other communication (in writing or otherwise), whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that Check-Cap or its Subsidiary is not in compliance with any Environmental Law, and, to the Knowledge of Check-Cap, there are no circumstances that may prevent or interfere with Check-Cap’s or its Subsidiary’s compliance with any Environmental Law in the future, except where such failure to comply would not reasonably be expected to have a Check-Cap Material Adverse Effect. Except as set forth on Section 5.19 of the Check-Cap Disclosure Schedule, to the Knowledge of Check-Cap: (i) no current or prior owner of any property leased or controlled by Check-Cap or its Subsidiary has received since January 1, 2022, any written notice or other communication relating to property owned or leased at any time by Check-Cap or its Subsidiary, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that such current or prior owner or Check-Cap or its Subsidiary is not in compliance with or violated any Environmental Law relating to such property and (ii) neither Check-Cap nor its Subsidiary has any material liability under any Environmental Law.

Check-Cap has made available to Nobul accurate and complete copies of all material insurance policies and all material self-insurance programs and arrangements relating to the business, assets, liabilities and operations of Check-Cap and its Subsidiary. Each of such insurance policies is in full force and effect in accordance with their terms, and Check-Cap and its Subsidiary are in compliance in all material respects with the terms thereof. Other than customary end of policy notifications from insurance carriers, since January 1, 2022, neither Check-Cap nor its Subsidiary has received any notice or other communication regarding any actual or possible: (i) cancellation or invalidation of any insurance policy or (ii) refusal or denial of any coverage, reservation of rights or rejection of any material claim under any insurance policy. Check-Cap and its Subsidiary have provided timely written notice to the appropriate insurance carrier(s) of each Legal Proceeding pending against Check-Cap or its Subsidiary for which Check-Cap or its Subsidiary have insurance coverage, and no such carrier has issued a denial of coverage or a reservation of rights with respect to any such Legal Proceeding, or informed Check-Cap or its Subsidiary of its intent to do so.

Except the independent financial advisor providing Check-Cap with a fairness opinion in connection with the Transactions, no broker, finder or investment banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Check-Cap or its Subsidiary.

Except as set forth in the Check-Cap SEC Documents filed prior to the date of this Agreement, since the date of Check-Cap’s annual report on Form 20-F for the year ended December 31, 2022, no event has occurred that would be required to be reported by Check-Cap pursuant to Item 7B of Form 20-F promulgated by the SEC. Check-Cap SEC Documents filed prior to the date of this Agreement describe any material transactions or relationships, since January 1, 2022, between, on one hand, Check-Cap or its Subsidiary and, on the other hand, any (a) executive officer or director of Check-Cap or its Subsidiary or any of such executive officer’s or director’s immediate family members, (b) owner of more than five percent (5%) of the voting power of the outstanding Check-Cap Ordinary Shares or (c) to the Knowledge of Check-Cap, any “related person” (within the meaning of Item 7(B) of Form 20-F under the Securities Act) of any such officer, director or owner (other than Check-Cap or its Subsidiary) in the case of each of (a), (b) or (c) that is of the type that would be required to be disclosed under Item 7(B) of Form 20-F under the Securities Act.

Check-Cap is not (a) an issuer identified in Rule 144(i)(1) or of the Securities Act or (b) a shell company as defined in Rule 12b-2 of the Exchange Act (any of (a) and (b), a “Shell Company”).

As of the date of this Agreement, Check-Cap is a “foreign private issuer” as such term is defined in the Exchange Act.

ARTICLE 6 CERTAIN COVENANTS OF THE PARTIES

During the Interim Period, each of Nobul, on the one hand, and Check-Cap, on the other hand, shall promptly notify the other (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or other communication is received from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions, (b) such Party becomes aware of any material inaccuracy in any representation or warranty made by such Party in this Agreement or (c) the failure of such Party to comply with any covenant or obligation of such Party; in each case that could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Article 8, as applicable, impossible or materially less likely. No such notice shall be deemed to supplement or amend the Nobul Disclosure Schedule or the Check-Cap Disclosure Schedule for the purpose of (a) determining the accuracy of any of the representations and warranties made by Nobul or Check-Cap in this Agreement or (b) determining whether any condition set forth in Article 8 has been satisfied. Any failure by either Party to provide notice pursuant to this Section 6.5 shall not be deemed to be a breach for purposes of Section 8.2(b) (Performance of Covenants) or Section 8.3(b) (Performance of Covenants), as applicable, unless such failure to provide such notice was knowing and intentional.

From time to time prior to the Anticipated Closing Date, Check-Cap shall promptly supplement or amend the Check-Cap Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof, which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in the Check-Cap Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 8.3 have been satisfied; provided, however, that if Nobul has the right to, but does not elect to, terminate this Agreement within ten (10) Business Days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter.

ARTICLE 7 ADDITIONAL AGREEMENTS OF THE PARTIES

As soon as reasonably practicable following the execution of this Agreement, Nobul shall incorporate Merger Sub.

Promptly and in any event no later than three (3) days following the date of the approval of Nobul, as sole shareholder, Nobul shall cause Merger Sub to (in accordance with Section 317(b) of the ICL) inform the Israeli Registrar of such approval.

Nobul shall use commercially reasonable efforts to obtain any approval of its shareholders required in connection with the Transactions.

As promptly as practicable following the date of this Agreement, Nobul shall prepare in coordination with Check-Cap and file with the ISA an application for, and shall use commercially reasonable efforts to obtain, the ISA No-Action Letter from the ISA (the “ISA No-Action Application”). Check-Cap shall cooperate with Nobul and shall furnish Nobul with all information, and provide such other assistance, as may be reasonably requested or required in connection with the preparation and submission of the ISA No-Action Application. Nobul will provide Check-Cap’s legal counsel with a reasonable opportunity to review and comment on the draft(s) of the ISA No-Action Application and will reasonably consider all comments reasonably proposed by Check-Cap or its legal counsel in connection therewith. Nobul shall promptly notify Check-Cap upon the receipt of any comments from the ISA or any request from the ISA, including with respect to amendments or supplements to the ISA No-Action Letter Application, and shall provide Check-Cap with copies of all correspondence between Nobul and its Representatives, on the one hand, and the ISA, on the other hand, with respect thereto. Nobul shall advise Check-Cap promptly after receipt of the ISA No-Action Letter.

Subject to the ICL, as promptly as practicable following the date hereof, Check-Cap and Merger Sub shall (and Nobul shall cause Merger Sub to) cause a merger proposal (in the Hebrew language) in a form reasonably satisfactory to Nobul (the “Israeli Merger Proposal”) to be prepared and executed in accordance with Section 316 of the ICL and delivered to the Israeli Registrar within three (3) days from the calling of the Check-Cap Shareholder Meeting (such date, the “Israeli Merger Proposal Submission Date”). Promptly after Check-Cap and Merger Sub shall have complied with clauses (a), (b) and (c) of this Section 7.7 below, but in any event no more than three (3) Business Days following the date on which the applicable notice was sent to the creditors, Check-Cap and Merger Sub shall inform the Israeli Registrar, in accordance with Section 317(b) of the ICL, that notice was given to their respective creditors, if any, under Section 318 of the ICL and the Israeli Merger Regulations. In addition to the foregoing, Check-Cap and, if applicable, Merger Sub, shall:

Without limiting any Party’s obligations under the Confidentiality Agreement, no Party shall, and no Party shall permit any of its Subsidiaries or any of its Representative to, issue any press release or make any disclosure (to any customers or employees of such Party, to the public or otherwise) regarding the Transactions unless: (a) the other Party shall have approved such press release or disclosure in writing, such approval not to be unreasonably conditioned, withheld or delayed; or (b) such Party shall have determined in good faith, upon the advice of outside legal counsel, that such disclosure is required by applicable Law and, to the extent practicable, before such press release or disclosure is issued or made, such Party advises the other Party of, and consults with the other Party regarding, the text of such press release or disclosure; provided, however, that each of Nobul and Check-Cap may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are consistent with previous press releases, public disclosures or public statements made by Nobul or Check-Cap in compliance with this Section 7.10. Notwithstanding the foregoing, a Party need not consult with any other Parties in connection with such portion of any press release, public statement or filing to be issued or made pursuant to Section 7.2(d) or with respect to any Acquisition Proposal, Check-Cap Board Adverse Recommendation Change or pursuant to Section 7.2(e).

Check-Cap shall cause any shareholders agreements, voting agreements, registration rights agreements, co-sale agreements and any other similar Contracts between Check-Cap and any holders of Check-Cap Ordinary Shares, respectively, including any such Contract granting any Person investor rights, rights of first refusal, registration rights or director registration rights, other than the agreements set forth on Schedule 8.12 to the Check-Cap Disclosure Schedule (collectively, the “Check-Cap Investor Agreements”), to be terminated immediately prior to the Merger Effective Time, without any liability being imposed on the part of the Surviving Company.

Nobul shall be entitled to place appropriate legends on the book entries and/or certificates evidencing any Nobul Common Shares to be received in the Merger by equity holders of Check-Cap who may be considered “affiliates” of Check-Cap for purposes of Rules 144 and 145 under the Securities Act reflecting the restrictions set forth in Rules 144 and 145 and to issue appropriate stop transfer instructions to the transfer agent for Nobul Common Shares.

If deemed necessary by the Parties, Nobul shall (i) submit to the Nobul Shareholders a proposal to approve and adopt an amendment to Nobul’s articles to authorize the Nobul Board to effect the Nasdaq Reverse Split and (ii) enter into a voting and support agreement with Regan McGee which provides that Mr. McGee shall, among other things, vote all Nobul Shares of which he is the registered or beneficial holder or over which he has control or direction, in favour of the Nasdaq Reverse Split.

The Check-Cap Board has declared and approved, subject to and following the Closing, the distribution of a dividend in the amount up to $18,000,000 less any funding or Transaction Costs paid in the interim period by Check-Cap to Nobul (such amount being the estimated amount of cash available for distribution on the Closing Date), which shall be distributable by the Surviving Company subject to the approval of the Israeli District Court (or any appeal instance), within such period as shall be determined by such court (or any appeal instance) (the “Check-Cap Dividend Court Approval”), as described in this Section 7.16 (the “Check-Cap Dividend”). As promptly as practicable following the public announcement by Check-Cap of this Agreement, Check-Cap shall prepare and file with the applicable Israeli District Court, in coordination with Nobul, a request for approval of the distribution of the Check-Cap Dividend pursuant to Section 303 of the ICL and shall take such other steps as are reasonably necessary in connection therewith, including those required pursuant to Section 303 of the ICL, the Israeli Companies Regulations (Approval of Distribution), 2001 and other applicable Laws. Prior to filing the application of the Check-Cap Dividend Court Approval, Check-Cap shall discuss with Nobul the amount of the Check-Cap Dividend to be requested (including a lower amount if it becomes apparent that the Check-Cap Dividend is less likely to receive approval for the entire amount), subject to the approval of the Check-Cap Board in accordance with the requirements of Israeli Law. Any filings with any court related thereto shall be shared in advance with Nobul and Nobul shall be given a reasonable period of time to review the same and shall have a right to make comments and suggestions to Check-Cap, which Check-Cap shall consider in good faith. Notwithstanding the foregoing, if such court approval is conditioned upon Check-Cap undertaking material obligations and/or restrictions, Check-Cap shall not agree to such obligations and/or restrictions without the prior written consent of Nobul (which consent shall not be unreasonably withheld, conditioned or delayed), provided that in no event shall Check-Cap be required to undertake any material obligations and/or restrictions prior to the Closing.

Check-Cap shall, consistent with applicable Law, take all actions necessary to (a) terminate the employment of each of the employees of Check-Cap (other than those employees listed on Section 7.17 of the Check-Cap Disclosure Schedule or as otherwise agreed by the Parties) (the “Check-Cap Terminating Employees”) effective no later than the Closing Date (subject to payment in lieu of their contractual notice period which Check-Cap undertakes to perform prior to the Closing Date) by delivery of termination letters according to which their employment with Check-Cap shall terminate and after duly performing an employment termination process (including hearings prior to termination) consistent with applicable Law (including obtaining approval with respect to the termination of employment of the employees whose terminations require permits from a Governmental Authority), and (b) terminate the consulting relationship with each of the independent contractors of Check-Cap (other than those independent contractors listed on Section 7.17 of the Check-Cap Disclosure Schedule) (the “Check-Cap Terminating Contractors” and together with the Check-Cap Terminating Employees, the “Check-Cap Terminating Personnel”) effective no later than the Closing Date. Upon such termination, Check-Cap shall settle all accounts and payment to the Check-Cap Terminating Personnel of all of their rights relating to their employment or engagement and termination thereof consistent with applicable Law and their respective employment or consulting agreements with Check-Cap, including payment of severance and payment in lieu of their contractual notice period and shall provide such termination letters together with a general waiver and release of claims in a form agreed and approved by Nobul signed by each of Check-Cap Terminating Employees and Contractors.

During the Interim Period, Nobul may submit a request to the Check-Cap Board for funding related to mutually agreed upon growth initiatives, which the Check-Cap Board may agree to fund in its discretion. The Parties agree that any such funding from Check-Cap to Nobul shall be evidenced by a mutually agreed upon loan agreement to be entered into between the Parties.

ARTICLE 8 CONDITIONS

The obligations of each Party to effect the Merger and otherwise consummate the Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

The obligations of Check-Cap to effect the Merger and otherwise consummate the Transactions are subject to the satisfaction or the written waiver by Check-Cap, at or prior to the Closing, of each of the following conditions:

The obligations of Nobul and the Merger Sub to effect the Merger and otherwise consummate the Transactions are subject to the satisfaction or the written waiver by Nobul, at or prior to the Closing, of each of the following conditions:

ARTICLE 9 TERMINATION

This Agreement may be terminated prior to the Closing Date:

The Party desiring to terminate this Agreement pursuant to this Section 9.1 (other than pursuant to Section 9.1(a)) shall give a notice of such termination to the other Party specifying the provisions hereof pursuant to which such termination is made and the basis therefor described in reasonable detail.

In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect; provided, however, that (a) this Section 9.2, Section 9.3, and Article 10 shall survive the termination of this Agreement and shall remain in full force and effect and (b) the termination of this Agreement and the provisions of Section 9.3 shall not relieve any Party of any liability for fraud or for any material breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement.

ARTICLE 10 MISCELLANEOUS

The representations and warranties of Nobul and Check-Cap contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Merger Effective Time, and only the covenants that by their terms survive the Merger Effective Time and this Article 10 shall survive the Merger Effective Time.

This Agreement may be amended with the approval of the respective boards of directors of Nobul and Check-Cap at any time (whether before or after obtaining the Check-Cap Shareholder Transaction Approval); provided, however, that after any such approval of this Agreement by a Party’s shareholders, no amendment shall be made which by Law requires further approval of such sharesholders without the further approval of such shareholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of Nobul and Check-Cap.

This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof, provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all Parties by facsimile or electronic transmission in .PDF format shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

This Agreement shall be governed by, and construed in accordance with, the Laws of the Province of Ontario, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws; provided that the matters relating to any Check-Cap corporate matters required to be governed by the Laws of Israel (including corporate approvals for this Agreement and Transactions and duties of directors of Check-Cap and Merger Sub and matters related thereto) shall be governed by the Laws of Israel. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the Ontario Superior Court of Justice in the Province of Ontario, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party, (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.7 of this Agreement and (f) irrevocably waives the right to trial by jury. Notwithstanding the foregoing, with respect to any action or proceeding arising out of this Agreement or any of the Transactions that primarily relates to Israeli Law matters, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the courts of Tel-Aviv, Israel, and (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10.5 in the manner provided for notices in Section 10.7. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law.

This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without the other Party’s prior written consent shall be void and of no effect.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) upon delivery via a reputable international overnight courier service, (b) upon delivery in person or (c) upon delivery by email during normal business hours at the location of the recipient, otherwise on the next succeeding Business Day, in each case addressed to the intended recipient as set forth below:

Check-Cap Ltd.

Check-Cap Building
29 Abba Hushi Avenue
P.O. Box 1271
Isfiya, 3009000, Israel

c/o Nobul AI Corp.

130 King Street West, Suite 1800

Toronto, ON M5X 1E3

Each Party agrees to cooperate fully with the other Party and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by the other Party to evidence or reflect the Transactions and to carry out the intent and purposes of this Agreement.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the Parties agree that the court making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the Parties agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.

Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at Law or in equity, and each of the Parties waives any bond, surety or other security that might be required of any other Party with respect thereto.

Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 7.9) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this agreement to be executed as of the date first above written.

Exhibit 99.2

Nobul AI Corp and Check-Cap Ltd Enter into Definitive Business Combination Agreement

Check-Cap Ltd. 

Mar 25, 2024, 19:15 ET

Proposed business combination to create a North American technology company with an AI-driven fintech marketplace. Combined company to apply for listing on Nasdaq and TSX

TORONTO, March 25, 2024 /CNW/ -- Nobul AI Corp. (“Nobul”) and Check-Cap Ltd. (“Check-Cap” or the “Company”) (NASDAQ: CHEK) today announced that they have entered into a definitive Business Combination Agreement (the “Business Combination Agreement”) under which the shareholders of Nobul will become the majority holders of the combined company. If completed, the business combination will create a public company headquartered in Toronto, Canada and focused on an AI-driven fintech marketplace as well as buying and AI-enabling traditional companies to generate higher returns for its shareholders.

In connection with the transaction, the combined company will apply for listing on the NASDAQ and TSX. Listing will be subject to the satisfaction of all listing requirements and approval of the NASDAQ and TSX. The executive team of Nobul will serve as the executive team of the combined company, led by Regan McGee, Nobul’s Founder, Chief Executive Officer and Chairman.

“We are excited to enter into a definitive business combination agreement with Nobul, a high-growth technology company focused on generating strong returns for its shareholders,” said Paul Medeiros, Chairman of the Board of Directors of Check-Cap. “Following a comprehensive and thorough review of strategic alternatives, Check-Cap’s Board of Directors concluded that the proposed transaction with Nobul is in the best interest of our shareholders. We intend to hold a special meeting of Check-Cap shareholders in the coming months to vote on this business combination.”

“The proposed business combination with Check-Cap is expected to be a transformative step forward in the execution of our mission to deliver value to our shareholders. Nobul has a proven track record of successful M&A and PE transactions, and this merger will give us a platform to pursue many more of these opportunistic transactions as a public company,” stated Mr. McGee.

The proposed transaction has been approved by the board of directors of both companies. The business combination is subject to the approval of Check-Cap shareholders at a special meeting of shareholders, in accordance with provisions of Israeli Companies Law, along with the satisfaction or waiver of other customary conditions including regulatory and exchange approvals. The special meeting of shareholders is expected to occur in the coming months.

Kingswood Capital Partners LLC provided a verbal Fairness Opinion to Check-Cap’s Board of Directors and ArcStone Securities and Investment Corp. acted as a financial advisor to Check-Cap in connection with the transaction.

About Nobul AI Corp.

Nobul is an AI-driven, high growth fintech company offering a category-leading technology solution for home buyers and sellers. Among other recognitions, in 2022, Nobul won the top spot in Deloitte’s Technology 50™ Award as the highest-growth tech company in Canada with a four-year revenue growth trajectory of 72,944%. In 2023, Nobul earned a place on Deloitte Technology Fast 500™. The Deloitte Technology Fast 500™ provides a ranking of the most innovative and fastest-growing technology, media, telecommunications, life sciences, fintech, and energy tech companies — both public and private — in North America. In 2019, Nobul was also named on the honorable CNBC Upstart 100, a list of the brightest, most intriguing, young startups promising to become the great companies of tomorrow. For more information, refer to www.nobul.com.

About Check-Cap

Check-Cap (NASDAQ: CHEK) is a clinical stage medical diagnostics company aiming to redefine colorectal cancer (CRC) screening through the introduction of C-Scan®, the first and only patient-friendly preparation-free screening test to detect polyps before they may transform into colorectal cancer and enable early intervention and cancer prevention. C-Scan is an investigational device and is not available for sale in the United States.

Important Additional Information and Where to Find It

In connection with the business combination, Nobul intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 containing a prospectus with respect to common shares of Nobul to be issued in the business combination, and Check-Cap intends to deliver a proxy statement to its shareholders in connection with the special meeting of its shareholders. Nobul also intends to file a prospectus concerning the business combination with the relevant Canadian securities commissions. Check-Cap and Nobul may also file other documents with the SEC and relevant Canadian securities commissions (as applicable) regarding the business combination. This press release is not a substitute for the prospectus or any other document which Nobul or Check-Cap may file with the SEC and Canadian securities commissions (as applicable). INVESTORS, NOBUL SECURITY HOLDERS AND CHECK-CAP SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED BY NOBUL OR CHECK-CAP WITH THE SEC AND RELEVANT CANADIAN SECURITIES COMMISSIONS (AS APPLICABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND RELATED MATTERS. Investors, Nobul security holders and Check-Cap security holders will also be able to obtain free copies of the prospectus (when available) and other documents containing important information about Check-Cap, Nobul and the business combination that are or will be filed with the SEC and relevant Canadian securities commissions (as applicable) by Check-Cap or Nobul through the website maintained by the SEC at www.sec.gov, and through the website maintained by the Canadian Securities Administrators at www.sedarplus.ca. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Check-Cap, Nobul and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from the shareholders of Check-Cap in connection with the business combination. Information about Check-Cap’s directors and executive officers is set forth in Check-Cap’s SEC filings. Information about Nobul’s directors and executive officers will be set forth in the registration statement and prospectus (when available). Other information regarding the interests of such individuals, as well as information regarding other persons who may be deemed participants in the business combination, will be set forth in the registration statement, the prospectus, the proxy statement and other relevant materials to be filed or submitted with the SEC and relevant Canadian securities commissions (as applicable) when they become available. Investors, Nobul security holders and Check-Cap security holders should read the registration statement, the prospectus and the proxy statement carefully when they become available before making any voting or investment decisions.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Legal Notice Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements”. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies of Check-Cap and/or Nobul regarding the future including, without limitation, statements regarding Nobul’s technology, expectations regarding the ownership structure of the combined company, the structure, timing and completion of the proposed business combination, the listing of the combined company on NASDAQ and the TSX and anticipated shareholder returns and future M&A opportunities for the combined company. In addition, any statements that refer to future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “aim,” “target,” “commit,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward looking. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including general economic conditions; the outcome of any legal proceedings that may be instituted against Nobul or Check-Cap following the announcement of the business combination; the inability to complete the business combination, including due to failure to obtain approval of the shareholders of Check-Cap; delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory or stock exchange approvals, or associated delays, required to complete the business combination; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth, maintain relationships with customers and suppliers and retain key employees; costs related to the business combination; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; other risks and uncertainties indicated from time to time in the registration statement on Form F-4 which is expected to be filed by Nobul with the SEC and other risks, uncertainties and factors set forth in Check-Cap’s SEC filings, as well as factors associated with companies, such as Nobul and Check-Cap, that operate in the technology industry. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Check-Cap nor Nobul undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or in the events, conditions or circumstances on which any such statement is based. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in Nobul, Check-Cap or the combined company.

Contact:

Bob Marese
MacKenzie Partners, Inc.
1-800-322-2885
1-212-929-5500 (International)
proxy@mackenziepartners.com

SOURCE Check-Cap Ltd.

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