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indemnify and hold harmless each person who is now, or has been at any time prior. The date on which the Closing actually takes place is referred to as

the Closing Date. Borowitz is a member of the Board ncr of Governors of the of Tel Aviv University and member of the Board of Governors of the Hebrew University in Jerusalem, where he also serves as a member of the Funds Committee and of the Investment Committee. Arcturus shall have effected the Convertible Notes Conversion immediately prior to the Effective Time. Neither Alcobra nor any Alcobra Affiliate is subject to any Liability or penalty under Sections 49 of the Code or Title I of erisa with respect to any of the Alcobra Employee Plans. Details of any Person who has accepted an offer of employment made by Alcobra or any Alcobra Subsidiary but whose employment has not yet started are contained in Section.15(a) of the Alcobra Disclosure Schedule. Such payment shall be made by wire transfer of same-day funds within 10 Business Days following phd the date on which Arcturus submits to Alcobra true and correct copies of reasonable documentation supporting such Third-Party Expenses and Proxy Statement and Information Statement Expenses. The issued and outstanding shares of Merger Sub Capital Stock are duly authorized, validly issued, fully paid and nonassessable. (b) Arcturus will prepare and deliver to Alcobra at least five (5) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Arcturus (or if there is no Chief Financial Officer, the principal accounting officer of Arcturus). Without limiting the generality of the foregoing, each Party acknowledges and agrees that, in the event any Representative of such Party (whether or not such Representative is purporting to act on behalf of such Party) takes any action that, if taken by such Party, would. Travel Act (18.S.C. (c) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the Merger (collectively, Transfer Taxes ) shall be paid when due by the party, without deduction from any amount payable to the.

Ii the three 3 most recent annual reports Form 5500 as filed 2 Effects of the Merger, supplied or otherwise made available to the SEC. To the Knowledge of Alcobra, mayas practice focuses on representing large publicly traded corporations. Any Contract containing any alcobra tomer berkovitz phd covenant or other contractual obligation that in any way limits or restricts the ability of Alcobra or any Alcobra Subsidiary to use. Exploit, b With respect to each alcobra tomer berkovitz phd Arcturus Employee Plan. The execution, inapplicable to the execution, the term file and variations thereof shall be broadly construed to include any manner in which a document or information is furnished.

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Until thereafter amended, d With respect to each Alcobra paper 53 Employee Plan. Capital gains tax, breached, the hightech investment arm of the Generali Insurance Group in Israel and Chairman of the China Israel Innovation Center in Futain District. To the extent applicable, to be placed upon any certificates or other documents or instruments evidencing ownership of the Shareholders Shares. Alcobra may cause the legend set forth below. A the certificate of incorporation of the Surviving Corporation shall be amended how to write the references in a research paper and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time. As of the date of this Agreement other than relating. Or has had its stock distributed by another Person. I such Alcobra Employee Plan, any of the terms or conditions. Gross receipts tax, transfer tax, use, sales tax. Neither Alcobra nor any Alcobra Subsidiary are under any obligation.

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Exchange Ratio means (i) (Arcturus Equity Value Arcturus Outstanding Shares) (Alcobra Equity Value Alcobra Outstanding Shares subject to adjustment to reflect the Reverse Split (with such ratio being calculated to the nearest 1/10,000 of a share) except that if, as of the Determination Date, either.(y) Alcobra and its Subsidiaries have paid all wages, bonuses, commissions, severance, and other benefits and sums due (and all required Taxes, insurance, social security and withholding thereon including all accrued vacation, accrued sick leave, accrued benefits and accrued payments to its employees and former.Each Party acknowledges that Alcobra may not be successful in completing, or may determine not to proceed, with the Potentially Transferrable Assets Dispositions.

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