Exhibit 4.4


 


AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT (this “Agreement”) made as of the 5th day of February 2016, by and among Regentis
Biomaterials Ltd., a company organized under the laws of the State of Israel, Israeli Company No. 513585240, located at 12
Ha’ilan street, Northern Industrial Zone, P.O.B 260, Or Akiva 30600, Israel(the “Company”), the individuals
and entities identified in Schedule 1 attached hereto (collectively, the “Series A Preferred
Holders”), the individuals and entities identified in Schedule 2 attached hereto ( the “Series B
Preferred Holders”); the individuals and entities identified in Schedule 3 attached hereto (collectively,
the “Series C Preferred Holders”), the individuals and entities identified in Schedule 4 attached
hereto ( the “Series D Preferred Holders” and together with the Series A Preferred Holders and the Series B
Preferred, Series C Preferred the “Preferred Holders”); The Company, the Series A Preferred Holders Series B
Preferred Holders the Series C Preferred Holders and the Series D Preferred Holders are referred to collectively herein as the
“Parties”, and each one separately as a “Party”.


 


RECITALS


 


WHEREAS, the Series A Preferred Holders, the
Series B Preferred Holders and the Series C Preferred Holders are the holders of all of the issued and outstanding shares of Series A
Preferred Shares Series B Preferred Shares and Series C Preferred Shares of the Company, par value NIS 0.01 each (the “Series
A Preferred”, “Series B Preferred” and “Series C Preferred” respectively); and


 


WHEREAS, pursuant to that certain
Series D Preferred Share Purchase Agreement with the Company dated as of the date hereof (the “Series D Purchase Agreement”),
the Series D- 1Preferred Holders and the Series D-2 Preferred Holders named on Schedules 4 are the holders of all of the issued and outstanding
shares of Series D-1Preferred Shares and the Series D-2 Preferred Shares of the Company, par value NIS 0.01 each (collectively the “Series
D Preferred” and together with the Series A Preferred, the Series B Preferred and the Series C Preferred, the “Preferred
Shares”); and


 


WHEREAS, to induce the Series
D Preferred Holders to enter into the Series D Purchase Agreement, the Company has agreed to grant to the Series D Preferred Holders certain
rights, as set forth herein; and


 


NOW THEREFORE, in consideration
of the mutual promises and covenants hereinafter set forth, the Parties agree as follows:


 


	1.	Definitions.



 


		1.1.	“Amended Articles” means the 6thAmended
and Restated Articles of Association of the Company as adopted pursuant to the Series D Purchase Agreement.



 


		1.2.	“IPO” means the initial public offering of the Company’s ordinary shares.



 


		1.3.	“register,” “registered,” and “registration”
refer to a registration effected by preparing and filing a registration statement in compliance with the U.S. Securities Act of 1933,
as amended, (the “Securities Act”), or the comparable laws of another jurisdiction, and the declaration or ordering
of effectiveness of such registration statement.



 






     


     


    

 


		1.4.	“Registrable Securities” means: (i) any Ordinary A shares of the Company issued
upon conversion of any Preferred Shares or issuable upon conversion of any Preferred Shares; (ii) all Ordinary A Shares that the Preferred
Holders may hereafter purchase or receive pursuant to their preemptive rights, rights of first refusal, anti dilution rights and otherwise,
and all Ordinary A Shares issued on conversion or exercise of other securities so purchased, including upon conversion of the Preferred
Shares, and (iii) any Ordinary A Shares of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or
other security which is issued as) a dividend, bonus shares or other distribution with respect to, or in exchange for or in replacement
of, any shares described in clauses (i) through (iii) of this subsection 1.4.



 


		1.5.	“Holder” means any person owning of record Registrable Securities that have
not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any permitted assignee of record of such Registrable
Securities to whom rights have been duly assigned in accordance with this Agreement.



 


		1.6.	“Form F-3” means such form under the Securities Act as is in effect on the date
hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation
of substantial information by reference to other documents filed by the Company with the SEC, or comparable form under the laws of another
jurisdiction.



 


		1.7.	“SEC” or “Commission” means the U.S. Securities and
Exchange Commission, or comparable securities authority of another jurisdiction.



 


	2.	Demand Registration.



 


		2.1.	Request by Holders. At anytime following the lapse of nine (9) months from the closing of the IPO,
if the Company receives a written request from Holders of a majority of the Registrable Securities (the “Initiating Holders”)
that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to
this Section 2 (the “Demand”), then the Company shall, within fourteen (14) days of the receipt of such written request,
give written notice of such request (“Request Notice”) to all Holders, and each Holder who is not an Initiating Holder
shall have twenty (20) days after receipt of the Request
Notice to notify the Company in writing of any Registrable Securities that they wish to be registered and included in such registration
(the “Response Notice”)and the Company shall then use its best efforts to effect, as soon as practicable, the registration
under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration pursuant
to the Response Notices it receives within the time stated above, subject only to the limitations of this Section 2, and provided that
the Company shall not be required to effect such registration unless the estimated aggregate offering price of all Registrable Securities
requested to be so registered is at least $2,000,000.



 





		2.2.	Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered
by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section
2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include his Registrable
Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of
such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters
selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to
the Company.



 


		2.3.	Priority. Notwithstanding any other provision of this Section 2, if the underwriter(s) advise(s)
the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall
so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of
Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated first,
to each of the Holders of Registrable Securities who requested inclusion of their Registrable Securities in such registration statement
on a pro rata basis based on the total number of Registrable Securities then held by each such Holder, and second, to any other
securities of the Company offered for sale; provided, however, that all shares that are not Registrable Securities and are
held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary
of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded.



 






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		2.4.	Withdrawal.



 


		2.4.1.	If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom
by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the
registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the
registration.



 


		2.4.2.	The Initiating Holder may withdraw its request for a Demand Registration at any time and, it shall not
be deemed to have exhausted any rights to make Demand Registrations in the future, unless a registration statement has been filed with
the Securities and Exchange Commission, provided that such Initiating Holder reimburses the Company for all of its expenses incurred in
connection with such Demand Registration, if such registration has in fact been cancelled; provided, further, however, that such reimbursement
shall not be required if (i) at the time of such withdrawal, the Initiating Holder has learned of a material adverse change in the condition,
business, or prospects of the Company from that known to the Initiating Holder at the time of its request and such material adverse change
is reasonably likely to materially adversely affect the expected success of the required registration, (ii) such material change existed
at the time of notice submitted under Section 2.1 and the Company should have disclosed such information at such
time in accordance with its obligations under applicable law and (iii) the Initiating Holder has withdrawn the request with reasonable
promptness following disclosure by the Company of such material adverse change.






 


		2.5.	Deferral. Notwithstanding the foregoing, if within ten (10) days of receiving the Demand, as the
case may be, under this section 2, the Company shall furnish to the Holders a certificate signed by the chief executive officer or president
of the Company, stating that, in the good faith judgment of the Board of Directors of the Company (“Board”), it would
be seriously detrimental to the Company for such registration to be filed and it is therefore essential to defer the filing of such registration,
the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request and
not more than one time in any 12 month period.



 


		2.6.	Maximum Number of Demand Registrations. The Company shall be obligated to effect no more than two
(2) Demands pursuant to this Section 2 and the Company shall not be required to effect any registration under this Section 2 within a
period of one hundred and eighty (180) days following the effective date of a previous registration under this Section 2.



 


		2.7.	Expenses. All expenses incurred in connection with any registration pursuant to this Section 2,
including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting
fees, and fees and disbursements of counsel for the Company and one counsel for the Holders, shall be borne by the Company. Each Holder
participating in a registration pursuant to this Section 2 shall bear such Holder’s proportionate share (based on the total number
of shares sold in such registration other than for the account of the Company) of all discounts, commissions or other amounts payable
to underwriter(s) or brokers, in connection with such offering by the Holders. Notwithstanding the above, each Holder shall bear all the
expenses (including legal fees) incurred in connection with any registration requested by such Holder under Section 2, in the event that
the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered
in such said registration unless the Holders agree to forfeit their right to one registration pursuant to Section 2, provided,
however, that if prior to the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition,
business, or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request
with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required
to pay any of such expenses and shall not forfeit their rights pursuant to Section 2.



 


		2.8.	In the event that the Initiating Holders request to effect a registration under this Section and the Company
decides to join and register any of its securities thereunder, such registration shall be regarded as Incidental (“Piggyback”)
Registration under Section 3 and not a Demand Registration under Section 2.



 






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	3.	Piggyback Registrations.



 


		3.1.	The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior
to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company
(excluding the registration statement relating to the IPO and registration statements relating to any registration under Section 2 or
4 of this Agreement or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to
include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to
include in any such registration statement all or any part of the Registrable Securities held by such Holder shall within twenty (20)
days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the
Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not
to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless
continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as
may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.



 


		3.2.	Underwriting. If a registration statement under which the Company gives notice under this Section
3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of
any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting
to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter
into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting.



 


		3.3.	Priority. Notwithstanding any other provision of this Agreement, if the managing underwriter(s)
determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s)
may exclude or reduce shares from the registration and the underwriting, and the number of shares that may be included in the registration
and the underwriting shall be allocated in the same order as for a Demand Registration under Section 2.3 above, save that the shares to
be included in the registration statement by the Company shall take precedence over all other Registrable Securities.



 


		3.4.	Withdrawal. If any Holder disapproves of the terms of any such underwriting, such Holder may elect
to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the
effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded
and withdrawn from the registration.



 


		3.5.	Expenses. All expenses incurred in connection with a registration pursuant to this Section 3 (excluding
underwriters’ and brokers’ discounts and commissions relating to shares sold by the Holders), including, without limitation
all federal and “blue sky” registration, filing and qualification fees, printers’ and accounting fees, and fees and
disbursements of counsel for the Company and one counsel for the Holders, shall
be borne by the Company. Each Holder participating in a registration pursuant to this Section 3 shall bear such Holder’s proportionate
share (based on the total number of shares sold in such registration other than for the account of the Company) of all discounts, commissions
or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders.



 


		3.6.	Termination. The Company shall have the right to terminate or withdraw any registration initiated
by it under this Section 3 prior to the effectiveness of such registration, regardless of whether any holder of Registrable Securities
has elected to include securities in such registration. If the Company decides to so terminate or withdraw any such registration, it shall
provide prompt written notice thereof to all Holders who had requested inclusion of their Registrable Securities in such registration.



 


		3.7.	Not Demand Registration. Registration pursuant to this Section 3 shall not be deemed to be a Demand
as described in Section 2 above.



 


		3.8.	Number of Piggyback Registrations. Except as otherwise provided herein, there shall be no limit
on the number of times that a Holder may request registration of Registrable Securities under this Section 3.



 






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	4.	Form F-3 Registration.



 


		4.1.	Following six (6) months after the IPO, and subject to Sections 4.1.1 – 4.1.3 below of this Section
4.1, if the Company shall receive from the Initiating Holders a written request or requests that the Company effect a registration on
Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder
or Holders, then the Company will promptly give written notice of the proposed registration and the Holder’s or Holders’ request
therefore, and any related qualification or compliance, to all other Holders of Registrable Securities and as soon as practicable, effect
such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution
of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request
given within twenty (20) days after the Company provides the notice contemplated above; provided, however, that the Company
shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4:



 


		4.1.1.	if Form F-3 is not available for such offering by the Holders;



 


		4.1.2.	if the Holders, together with the holders of any other securities of the Company entitled to inclusion
in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of
less than $1,000,000;



 


		4.1.3.	if the Company has, within the six (6) month period preceding the date of such request, already effected
a registration on Form F-3 under the Securities Act other than a registration from which the Registrable Securities of Holders have been
excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration).



 


		4.2.	Expenses. The Company shall pay all expenses incurred in connection with each registration requested
pursuant to this Section 4 (excluding underwriters’ or brokers’ discounts and commissions relating to shares sold by the Holders),
including without limitation federal and “blue sky” registration, filing and qualification fees, printers’ and accounting
fees, and fees and disbursements of counsel for the Company and one counsel for the Holders. Each Holder participating in a registration
pursuant to this Section 4 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration
other than for the account of the Company) of all discounts, commissions or other amounts payable to underwriter(s) or brokers, in connection
with such offering by the Holders.



 


		4.3.	Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the
filing of a registration statement pursuant to this Section 4, a certificate signed by the president or chief executive officer of the
Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for
such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than ninety
(90) days after receipt of the request of the initiating Holders; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.



 


		4.4.	Not Demand Registration. Form F-3 registrations shall not be deemed to be “demand registrations”
as described in Section 2 above.



 


		4.5.	Number of F-3 Registrations. Except as otherwise provided herein, there shall be no limit on the
number of times that a Holder may request registration of Registrable Securities under this Section 4.



 






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	5.	Limitations; Blackout Periods



 


		5.1.	Notwithstanding Sections 2 and 3 above, the Company shall not be required to effect any registration:
(i) within one hundred and eighty (180) days after the effective date of registration effected pursuant to Section 2 or ninety (90) days
after the effective date of registration effected pursuant to Section 3 or Section 4; or (ii) during the pending period of any Demand
Blackout Period (as hereinafter defined).



 


		5.2.	If the Company determines in good faith that the registration and distribution of Registrable Securities
(or the use of a registration statement or related prospectus) would interfere with any pending financing, acquisition, corporate reorganization
or any other material corporate development involving the Company (or would require premature disclosure thereof), and promptly gives
the Holders written notice of such determination following their request to register any Registrable Securities, the Company shall be
entitled to postpone (but not more than once in any twelve (12) month period) the filing of the registration statement otherwise required
to be prepared and filed by the Company pursuant to Sections 2 or 3 for a reasonable period of time, but not to exceed 90 days
(a “Demand Blackout Period”). The Company shall promptly notify the Shareholders of the expiration or earlier termination
of any Demand Blackout Period. In the event of a Demand Blackout Period, the Company shall undertake to extend the effectiveness of any
then current registration statement on Form F-3 beyond the anticipated nine (9) month
period or any then current registration statement on other forms (including F-1) beyond the anticipated six (6) month period for the
respective periods of such Demand Blackout Period.






 


	6.	Obligations of the Company.



 


Whenever required to effect the registration
of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible:


 


		6.1.	Registration Statement. Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use its best efforts to cause such registration statement to become effective for at least 6 months (and
in the case of registration on Form F-3, for at least 12 months), or if earlier, until the distribution of Registrable Securities described
in the registration statement has been completed.



 


		6.2.	Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered by such registration statement.



 


		6.3.	Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.



 


		6.4.	Blue Sky. Use its best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided
that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions.



 


		6.5.	Underwriting. In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under such an agreement.



 


		6.6.	Notification. Notify each Holder of Registrable Securities covered by such registration statement
at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a
result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made.



 






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		6.7.	Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable
Securities, except for a request for registration pursuant to Section 4.1 hereof, on the date that such Registrable Securities are delivered
to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement
with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for
the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and
reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the
independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting
registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.



 


		6.8.	Furnish Information. It shall be a condition precedent to the obligations of the Company to take
any action pursuant to Sections 2, 3 or 4 that the selling Holders shall furnish to the Company such information regarding themselves,
the Registrable Securities held by them, and the intended method of disposition of such securities as shall be reasonably required to
timely effect the registration of their Registrable Securities.



 


		6.9.	Rule 144: With a view to making available the benefits of Rule 144 under the Securities Act (or
similar rule then in effect) available to the holders of Registrable Securities, after the initial public offering of any securities of
the Company over the counter or on any recognized stock exchange or quotation system, the Company shall:



 


		6.9.1.	Make and keep available adequate current public information with respect to the Company within the meaning
of Rule 144 under the Securities Act (or similar rule then in effect);



 


		6.9.2.	Furnish to any holder of Registrable Securities forthwith upon request (i) a
written statement by the Company as to its compliance with the informational requirements of Rule 144 or similar rule then in effect)
or (ii) a copy of the most recent annual or quarterly report of the Company; and



 


		6.9.3.	Comply with all other necessary filings and other requirements so as to enable the holders of Registrable
Securities to sell Registrable Securities under Rule 144 under the Securities Act (or similar rule then in effect).



 


		6.10.	Terminationof the Company’s Obligations. The right of any Holder to request registration
or inclusion in any registration under this Agreement shall terminate on the fifth anniversary of the Company’s IPO.



 


		6.11.	Limitations on Subsequent Registration Rights. The Company shall not, without the prior written
consent of the majority in interest of the holders of the Registrable Securities (for as long as each hold Registrable Securities),
enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective
holder to include such securities in any registration filed under this Agreement.



 






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	7.	Indemnification.



 


In the event any
Registrable Securities are included in a registration statement under Sections 2, 3 or 4:


 


		7.1.	By the Company. To the extent permitted by law, the Company will indemnify and hold harmless each
Holder, the partners, officers and directors of each Holder, any underwriter for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “1934
Act”), against any losses, claims, damages, liabilities, costs or expenses (collectively “Losses”) to which
they may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any of the following (collectively a “Violation”):



 


		7.1.1.	any untrue statement or alleged untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;



 


		7.1.2.	the omission or alleged omission to state therein a material fact required to be stated therein, or necessary
to make the statements therein not misleading, or



 


		7.1.3.	any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any federal or
state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities law
in connection with the offering covered by such registration statement;



 


and the Company will reimburse each
such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them,
as incurred, in connection with investigating or defending any such Losses or action; provided, further, that this indemnity
shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, however, that the indemnity
agreement contained in this subsection 7.1 shall not apply to amounts paid in settlement of any such Losses or action if such settlement
is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such Losses or action to the extent (and only to the extent) that it arises out of or is based upon a Violation
which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration
by such Holder, partner, officer, director, underwriter or controlling person of such Holder.


 


		7.2.	By Selling Holders. To the extent permitted by law, each selling Holder will severally indemnify
and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if
any, who controls the Company within the meaning of the Securities Act, and any other Holder selling securities under such registration
statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder within the meaning
of the Securities Act or the 1934 Act, against any Losses to which the Company or any such director, officer, controlling person, or other
such Holder, partner or director, officer or controlling person of such other Holder may become subject under
the Securities Act, the 1934 Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity
with material written information furnished by such Holder expressly for use in connection with such registration; and each such Holder
will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, or other
Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such Losses
or action: provided, however, that the indemnity agreement contained in this subsection 7.2 shall not apply to amounts paid
in settlement of any such Losses or action if such settlement is effected without the consent of the Holder, which consent shall not be
unreasonably withheld; and provided, further, that the total amounts payable in indemnity by a Holder under this Section
7 in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering in connection with
which such Violation arises.



 


		7.3.	Notice. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement
of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party,
if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or
potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of liability to the indemnified party under this Section 7, unless and to the extent the indemnifying
party is actually prejudiced as a result thereof, but the omission so to deliver written notice to the indemnified party in any event
will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 7.



 






    8


     


    

 


		7.4.	Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders
are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied
in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus
filed with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity agreements shall not inure
to the benefit of indemnified party if a copy of the Final Prospectus was timely furnished to suchindemnified party even if and the Final
Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required
by the Securities Act.



 


		7.5.	Contribution. In order to provide for just and equitable contribution to joint liability
                                                                under the Securities Act in any case in which either (i) any Holder, the partners, officers and directors of any such Holder, any
                                                                underwriter for any such Holder or any controlling person of any such Holder, makes a claim for indemnification pursuant to this
                                                                Section 7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the
                                                                expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case
                                                                notwithstanding the fact that this Section 7 provides for indemnification in such case, or (ii) contribution under the Securities
                                                                Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification
                                                                is provided under this Section 7; then, and in each such case, the Company and such Holder will contribute to the aggregate Losses
                                                                to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of
                                                                the Holder on the one hand and the Company and other selling Holders on the other, in connection with the matters that resulted in
                                                                such Losses, as well as any other relevant equitable considerations. The relative fault of the Holder, the Company and other selling
                                                                Holders shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of
                                                                a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Holder, the
                                                                Company or the other selling Holders and the parties’ relative intent, knowledge, access to information and opportunity to
                                                                correct or prevent such statement or omission; provided, however, that, in any such case: (A) no such Holder will be
                                                                required to contribute any amount in excess of the net proceeds to the Holder from all such Registrable Securities offered and sold
                                                                by such Holder pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within
                                                                the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of
                                                                such fraudulent misrepresentation.



 


	8.	Lock-Up



 


In any underwritten registration
of the Company’s shares, all holders of Registrable Securities and other holders of the Company’s securities agree that
any sales of Registrable Securities or other securities of the Company may be subject to a “lock- up” period restricting
such sales for up to one hundred and eighty (180) days. In addition, all holders who participate in any other registration of
securities by the Company will agree to abide by customary “lock-up” periods of up to one hundred and eighty (180) days
if required by the underwriter in such registration. Notwithstanding the above, the obligations of the holders of Registrable
Securities shall be contingent upon all executive officers and directors of the Company and all holders of greater than 1% (one
percent) of the Company’s securitiesentering into similar lock-up agreements or otherwise being bound by substantially
similar lockup arrangements. Any discretionary waiver or termination of the restrictions contained in any such agreement by the
Company or the underwriter shall first apply to the holders of Registrable Securities, who shall have preference over all other
holders of the Company’s securities to register and sell the shares to be registered within such waiver or termination of
restrictions in accordance with the terms of priority set forth herein. In addition, no Holder may participate in any underwritten
registration hereunder unless such person (a) agrees to sell such person’s securities on the basis provided in any customary
underwriting agreement and (b) provides any relevant information and completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that
such underwriting arrangements shall not provide for indemnification or contribution obligations on the part of the Holders greater
than the obligations set forth in Section 7 above.


 


	9.	Parties Undertakings



 


		9.1.	Assignment of Registration Rights. The registration rights of any Holder under this Agreement may
be assigned to any person or entity to whom such Holder lawfully transfers its Registrable Securities then outstanding, provided that
such transfer is not in violation of the terms of the Amended Articles; provided, however, that no party may assign any
of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name
and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided
further, that any such assignee shall receive such assigned rights subject to such assignee’s agreement in writing to be bound
by all the terms and conditions of this Agreement.



 


		9.2.	Registration Outside the U.S. The provisions of Sections 1 to 9 hereof shall apply also, mutatis
mutandis, to any registration of shares of the Company in any jurisdiction other than the U.S.



 






    9


     


    

 


	10.	Information and Inspection Rights



 


		10.1.	Until the consummation of the IPO, the Company shall deliver to each holder of Preferred Shares (in this
Section 10 only, an “Eligible Shareholder”):



 


		(i)	within 7 days from the day they are delivered to the Company, but in any event within 90 (ninety) days
after the end of each fiscal year of the Company, financial statements of the Company for such year including a consolidated balance sheet
of the Company as of the end of such year, and statements of income and statements of cash flow of the Company for such year, setting
forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, United States dollar- denominated,
prepared in accordance with US GAAP audited by a firm of Independent Certified Public Accountants in the State of Israel who are members
of the Israeli Institute of Certified Public Accountants and affiliated with one of the “big four” U.S. accounting firms (“Independent
Accounting Firm”), accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of
income and cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year,
and present fairly and accurately the financial position of the Company as of their date; and



 


		(ii)	within 7 days from the day they are delivered to the Company, but in any event within 45 (forty five)
days after the end of each fiscal quarter of the Company, unaudited but reviewed financial statements of the Company as of the end of such quarter,
containing an unaudited consolidated balance sheet of the Company as at the end of each such period and unaudited consolidated statements
of (i) income and (ii) cash flow of the Company for such period and, in the case of the first, second and third quarterly periods, for
the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative
form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, United States dollar- denominated
and certified, by the chief financial officer (or if none, by the chief executive officer) of the Company (the “CFO”),
that such financial statements were prepared in accordance with US GAAP applied on a basis consistent with that of preceding periods and,
except as otherwise stated therein, fairly present the financial position of the Company as of their date subject to footnotes in accordance
with customary format and changes resulting from year-end audit adjustments, all reviewed by an Independent Accounting Firm.



 


Until the consummation of the IPO,
the Company shall deliver to each holder of Preferred Shares who has a right to appoint a director to the Company’s Board:


 


		(a)	as soon as practicable, but in any event within fifteen (15) days after the end of each month, a report
in a form agreed from time to time by the Board, which report shall include a business update and review, and unaudited consolidated balance
sheet and unaudited estimated consolidated statements of income and statements of cash flow of the Company (including, opening cash, income,
expenses and closing cash) as at the end of such month, representing the actual results against the annual operating plan and budget;



 


		(b)	no later than thirty (30) days prior to the beginning of each calendar year, the including Detailed Financialprojections;
and



 


		(c)	with reasonable promptness, such other information as shall be reasonably requested by such shareholder.



 


All the financial
reports referred to above shall be denominated in Dollars and prepared in the English language.


 


		10.2.	At any reasonable time and from time to time, upon reasonable notice, the Company shall permit representatives
of each Eligible Shareholder which has the right to appoint a director full and free access to any of the properties of the Company, to
examine the facilities, records and books of account of the Company, to inspect any of the properties or assets of the Company and visit
the properties of the Company and to discuss the affairs, finances and accounts of the Company with any of its officers, and senior personnel
of the Company, all subject to the confidentiality undertakings contained in Section 12 below.



 






    10


     


    

 


		10.3.	This Section 10 shall not be in limitation of any rights which the Eligible Shareholder or the directors
designated by the Eligible Shareholder may have under applicable law.



 


		10.4.	The Company will maintain and cause each of its Subsidiaries to maintain a system of accounting
                                                                 established and administered in accordance with GAAP consistently applied, and will set aside on its books and cause each of its operating Subsidiaries to set aside
on its books all such proper reserves as shall be required by GAAP. For purposes of this Section 10.4, “Subsidiary”
means any corporation or entity at least a majority of whose voting securities are at the time owned by the Company, or by one or more
Subsidiaries, or by the Company and one or more Subsidiaries.



 


		10.5.	CFC and PFIC.



 


The Company
commits that immediately after the Closing (as defined in the SPA), the Company will not be a “Controlled Foreign Corporation”
(“CFC”) as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) with respect to
the Shares held by the Preferred Shareholders. In the event that the Company is determined by counsel or accountants to the Preferred
Shareholders to be a CFC with respect to the Shares held by the Preferred Shareholders, the Company agrees to use commercially reasonable
efforts to avoid generating “subpart F income,” as such term is defined in Section 952 of the Code.


 


The Company
is not, and will not be at any time during the calendar year in which the Closing occurs, a “passive foreign investment company”
within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (or any successor thereto). The Company shall use
its best efforts to avoid being a “passive foreign investment company” within the meaning of Section 1297 of the Internal
Revenue Code of 1986, as amended (or any successor thereto). In connection with a “Qualified Electing Fund” election made
by the Preferred Shareholders pursuant to Section 1295 of the Internal Revenue Code of 1986 or a “Protective Statement” filed
by the Preferred Shareholders pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall
provide annual financial information to the Preferred Shareholders, in the form provided by the Preferred Shareholders, as soon as reasonably
practicable following the end of each taxable year of the Preferred Shareholders (but in no event later than 90 days following the end
of each such taxable year), and shall provide the Preferred Shareholders with access to such other Company information as may be required
for purposes of filing U.S. federal income tax returns in connection with such Qualified Electing Fund election or Protective Statement.


 


The Company
shall use its best efforts to take such actions, including making an election to be treated as a corporation or refraining from making
an election to be treated as a partnership, as may be required to ensure that at all times the company is treated as corporation for United
States federal income tax purposes.


 


In the
event that the Preferred Shareholders’ interest in the Company is determined by counsel or accountants for the Preferred
Shareholders to be subject to the reporting requirements of either or both of Sections 6038 and 6038B the Company agrees, upon a
request from the Preferred Shareholders, to provide such information to the Preferred Shareholders as may be reasonably necessary to
fulfill the Preferred Shareholders’ obligations thereunder.


 






    11


     


    

 


		11.	Company’s Additional Covenants



 


		11.1.	Confidentiality and Non-Competition Agreements. The Company and its subsidiaries
will not employ, or continue to employ, any person who will have access to material confidential information with respect to the Company
and its operations unless such person has executed and delivered a Confidentiality and Non-Competition Agreement to the satisfaction (as
to substance and form) of the Company’s Board of Directors and legal counsel.



 


		11.2.	Properties and Business Insurance. The Company and its subsidiaries shall maintain
insurance against such casualties and contingencies and of such types and in such amounts as is customary for companies similarly situated.



 


		11.3.	Restrictive Agreements Prohibited. The Company and its subsidiaries shall
not become a party to any agreement, which by its terms restricts the Company’s performance of this Agreement or the terms of its
Corporate Documents.



 


		11.4.	Compliance with Laws. The Company shall take all necessary actions to amend
the Company’s products in a way such products shall comply, and cause each subsidiary to comply, with all applicable laws, rules, regulations
and orders, noncompliance with which could have a material adverse effect on the Company.



 


		12.	Confidentiality



 


		12.1.	Each Preferred Holder agrees that any Confidential Information(as hereinafter defined
in Section 12.2)obtained from, or on behalf of, the Company will be used solely for the purpose of monitoring its investment in the Company,
and will not be used for any other purpose or disclosed to any person without the prior written consent of the Company (except to such
shareholder’s employees, officers, directors and agents on a need to know basis); provided, however, that in connection with
periodic reports of the holders of Preferred Shares to their shareholders or partners, such holders may, without first obtaining such
written consent, make general statements, not containing technical or other confidential information, regarding the nature and progress
of the Company’s business; and provided further, that such holders may provide summary information regarding the Company’s
financial information in their reports to their respective shareholders or partners, but may not annex to such reports the full financial
information to be provided hereunder by the Company; and provided further, however, that in the event that such holder is required
to annex financial information obtained pursuant hereto to such reports, such holder shall be entitled to annex such financial information
to such reports ; provided further, however, that in the event that a shareholder is required by law or regulation to annex financial
information obtained pursuant to Section 10 to such reports, such shareholder shall exert its reasonable efforts to avoid annexing such
financial information, in a manner consistent with applicable law and practice, but to the extent that its efforts are unsuccessful, such
shareholder shall be entitled to annex such financial information to such reports.



 






    12


     


    

 


	 	12.2.	For the purposes of this Agreement, “Confidential Information” shall have the following meaning: any scientific and/or technical and/or business information, including, inter alia, drawings and graphs, which will be furnished by the Company to the shareholders, their employees and/or their agents, including without limitation all information or reports furnished to any shareholder pursuant to Section 10 of this Agreement, but shall not include information (i) which is or becomes public knowledge through no fault of the receiving party; or (ii) which is known to the receiving party at the time of disclosure by the disclosing party, as evidenced by the receiving party’s written records; (iii) which is disclosed to the receiving party on a non-confidential basis by a third party having no obligation of secrecy to the disclosing party; (iv) information required to be disclosed by law, a governmental body, rule, regulation or judicial order, provided that prior notice of disclosure is given to the disclosing party; or (v) which is subsequently independently developed by or for the receiving party without use of Confidential Information.


 


	 	12.3.	This section 12 shall survive any termination of this Agreement.


 


		13.	Additional
Parties


  


Prior to transferring any Preferred
Shares (or any interest therein) to any person or entity, the transferor shall cause the prospective transferee to execute and deliver
to the Company an agreement to be bound by the terms of this Agreement (to the extent such transferee is not already a party hereto


 


		14.	Miscellaneous


 


	 	14.1.	Governing Law and Jurisdiction. All disputes arising under this Agreement or in connection with the transactions hereunder,including the validity, interpretation, performance, breach or termination thereof,shall be resolved between the parties in good faith.However, if these efforts fail, the dispute shall be exclusively referred to and finally resolved by arbitration administered by the Arbitration and Dispute Resolution Center (currently chaired by Adv. Dalia Rabin – the “Arbitration Center”) by a single arbitrator in accordance with the Rules of Arbitration of the Arbitration Center. The arbitration shall be held in Tel Aviv, Israel, in the English language. The arbitrator shall make a final and binding award in respect of any such dispute. The award shall not be subject to appeal before an arbitration panel or before any court of competent jurisdiction. This section constitutes an arbitration agreement between the parties in accordance with article 1 of the Arbitration Law, 5728-1968.


 


		14.2.	Successors and Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the successors, assignees, heirs, executors and administrators of
the parties hereto. No assignment of any rights or obligations pursuant to this Agreement may be made by a shareholder except with a transfer
of shares held by such shareholder in accordance with the Amended Articles.



 


		14.3.	Entire Agreement; Amendment and Waiver. This Agreement contains the entire understanding of the
                                                                                                           parties hereto with respect to the subject matter hereof and supersedes all other agreements between or among any of the parties
                                                                                                           with respect to the subject matter hereof. This agreement may be amended or terminated by the consent in writing of (i) the Company
                                                                                                           (ii) a two-third majority in interest of the holders of the Registrable Securities. However, when the amendment or termination
                                                                                                           relates to rights of a specific class of Shareholders the agreement may only be amended or terminated by the consent in writing by (i) the Company and (ii) a two-third
(66.67%) majority in interest of the holder of the specific class of Preferred Shares. Any of the holders of Preferred Shares may waive
any of its, his or her rights or the Company’s obligations hereunder without obtaining the consent of any other person.






 






    13


     


    

 


	 	14.4.	Notice. All notices or other communications provided for in this Agreement shall be in writing and shall be given in person, by registered mail (registered air mail if mailed internationally), by an overnight courier service which obtains a receipt to evidence delivery, or by facsimile transmission (provided that written confirmation of transmission is received), addressed as set forth below:


 


	 	Company	At the address set forth in the preface above;
	 	 	with a copy to (which does not constitute a service of process):
	 	 	Doron Tikotzky Kantor Gutman Cederboum & SRFF., Law Offices
	 	 	
    12 Abba Hillel Rd, Ramat Gan, 52506 

    Facsimile: 972-3- 613-3372

	 	 	
    Telephone: 972-3- 613-3371

    email: rcavallero@dtkgc.com

    Attention: Rachel Cavallero, Adv. 

	 	 	 
	 	Preferred Shareholders	At the addresses set forth in Schedule 1 and 2,
	 	 	with a copy with respect to Medica to (which does not constitute a service of process):
	 	 	with a copy with respect to Vitalife to (which does not constitute a service of process):


 


or such other address as any party may
designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or shall
be deemed to have been given on the date of actual delivery; those delivered by courier service shall be deemed to have been given one
business day after the date of dispatch; those given by facsimile transmission with confirmed transmission shall be deemed to have been
given on the date of transmittal (provided that such date is a business day in the country of receipt and if not, the next business day),
and all notices and other communications sent by registered mail shall be deemed given ten (10) days after posting.


 


		14.5.	Delays or Omissions. No delay or omission to exercise any right, power or
remedy, upon any breach or default under this Agreement, shall impair any such right, power or remedy of such holder nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring.



 


		14.6.	Waiver of Default. No waiver with respect to any breach or default in the
performance of any obligation under the terms of this Agreement shall be deemed to be a waiver with respect
to any subsequent breach or default, whether of similar or different nature. Any waiver, permit, consent or approval of any kind or character
on the part of any party hereunder of any breach or default under this Agreement, or any waiver on the part of any part of any provisions
or conditions of this Agreement shall be effective only if made in writing and signed by the party purporting to make the waiver and only
to the extent specifically set forth in such writing and only with respect to the party making the waiver. All remedies, either under
this Agreement or by virtue of law or otherwise afforded to any holder, shall be cumulative and not alternative.



 






    14


     


    

 


		14.7.	Rights; Severability. In case any provision of the Agreement shall be held
to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. The parties hereto shall be obliged to draw up an arrangement in accordance
with the meaning and the object of the invalid provision.



 


		14.8.	Further Instruments and Actions. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to carry out the transactions contemplated by this Agreement.



 


		14.9.	Titles and Subtitles. The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered in construing this Agreement.



 


		14.10.	Counterparts. This Agreement may be executed contemporaneously in one or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.



 


		14.11.	Aggregation of Shares. All shares held or acquired by a Permitted Transferee
(as such term is defined in the Amended Articles) of a Holder shall be aggregated together with the shares held by the Holder for the
purpose of determining the availability of any rights under this Agreement.



 


[Remainder of Page Intentionally Left
Blank]


 



    15


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Investor Rights Agreement as of the date set forth above.


 


Company:


 


	Regentis Biomaterials Ltd.	 


 


	By:		 
	Name: 		 
	Title:		 


 


[First Signature Page to the Investor Rights
Agreement]


 



     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Investors Rights Agreement as of the date first above written.


 


The Technological Incubator Founded by the Technion R&D Foundation
Ltd. 


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


Technion Research and Development Foundation Ltd.


 


	By:		 
	Name: 		 
	Title:		 


 


[Second Signature Page to the Investor Rights
Agreement]


 



     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Investors Rights Agreement as of the date first above written.


 


	Pro-Seed
	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 
	Shalom Hotbed SA
	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Third
Signature Page to the Investor Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Investors Rights Agreement as of the date first above written.


 





	Medica III Investments (International) L.P.	 	Medica III Investments (Israel) L.P.
	 	 	 
	By: Medica III Management L.P.	 	By: Medica III Management L.P.
	its general partner	 	its general partner
	 	 	 
	By: Medica III Management Co.	 	By: Medica III Management Co.
	its general partner	 	its general partner
	 	 	 
	By:		 	By:	   
	Name:  	Ehud Geller	 	Name:	Ehud Geller
	Title:	Director	 	Title:	Director
	 	 	 
	Medica III Investments (S.F.) L.P.	 	Medica III Investments (P.F.) L.P.
	 	 	 
	By: Medica III Management L.P.	 	By: Medica III Management L.P.
	its general partner	 	its general partner
	 	 	 
	By: Medica III Management Co.	 	By: Medica III Management Co.
	its general partner	 	its general partner
	 	 	 
	By:	 	 	By:	 
	Name:	Ehud Geller	 	Name:	Ehud Geller
	Title:	Director	 	Title:	Director
		 	 
	Medica III Investments (Israel) (B) L.P.	 	PoalimMedica III Investments L.P. 
	 	 	 
	By: Medica III Management L.P.	 	By: Medica III Management L.P.
	its general partner	 	its general partner
	 	 	 
	By: Medica III Management Co.	 	By: Medica III Management Co.
	its general partner	 	its general partner
	 	 	 
	By:	 	 	By:	 
	Name:	Ehud Geller	 	Name: 	Ehud Geller
	Title:	Director	 	Title:	Director


  


[Fourth
Signature Page to the Investor Rights Agreement]


 






     


     


    

 





IN
WITNESS WHEREOF, the parties hereto have executed this Investors Rights Agreement as of the date first above written.


 





	Vitalife Partners (Israel) L.P.	 	Vitalife Partners (DCM) L.P.
	 	 	 
	By:  Vitalife Partners Management L.P.,	 	By:  Vitalife Partners Management L.P.,
	            its General Partner	 	         its General Partner
	By:  Vitalife Life Sciences Ltd.,	 	By:  Vitalife Life Sciences Ltd.,
	            its General Partner	 	         its General Partner
	 	 	 
	By:	          	 	By:	           
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 
	Vitalife Partners (Overseas) L.P	 	SCP Vitalife Partners II, L.P.
	 	 	 
	By:  Vitalife Partners Management L.P.,	 	By:  SCP Vitalife II Associates, L.P.,
	            its General Partner	 	         its General Partner
	By:  Vitalife Life Sciences Ltd.,	 	By:  SCP Vitalife II GP, Ltd.,
	            its General Partner	 	          its General Partner
	 	 	 
	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 
	SCP Vitalife Partners (Israel) II, L.P.	 	Technion Research and Development Foundation Ltd.
	By:  SCP Vitalife II Associates, L.P.,	 	 
	          its General Partner	 	By:	 
	By:  SCP Vitalife II GP, Ltd.,	 	Name: 	 
	          its General Partner	 	Title:	 
	 	 	 	 
	By:	 	 	 
	Name:	 	 	 
	Title:	 	 	 


  


 


[Fifth
Signature Page to the Investor Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Investors Rights Agreement as of the date first above written.


  


	DSM Venturing B.V.
	 
	By:	     	 
	Name:	 	 
	Title:	 	 
	 	 
	Allegro S.àr.l
	 
	By:	 	 
	Name:	 	 
	Title:	 	 



 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Investors Rights Agreement as of the date first above written.


 


	HaisThera Scientific Fund I, L.P.	 
	 	 
	By:	      	 
	Name:	 	 
	Title:	 	 





 






     


     


    

 


Schedule
1


 


List
of Series A Preferred Holders


 


Name and Address of Preferred A Holder


 


Shalom
Hotbed SA.


Le Patier-CH-1936, Verbier No.

 CH-621.3.006.775,
St. Maurice,

 Valais/Switzerland


 


Pro-Seed Venture Capital Fund Ltd.


85
Yehuda Halevy, Tel Aviv, Israel


 


Technion Research and Development Foundation
Ltd.


Technion City, Haifa 32000, Israel


 


Technological Incubator Founded by the Technion
R&D Foundation Ltd.


Matam-Advanced Technology Center


Building No. 30, POB 15054


Haifa 31905 Israel


 


Vitalife Partners (Israel) L.P.


32B Habarzel Street


Tel Aviv 69710


Israel


 


Vitalife Partners (D.C.M.) L.P.


32B Habarzel Street


Tel Aviv 69710


Israel


 


Vitalife Partners (Overseas) L.P.


32B Habarzel Street


Tel Aviv 69710


Israel


 






     


     


    

 






Schedule
2


 


List
of Series B Preferred Holders


 


	Name
of Preferred B Holder
	Address:
	Medica
    III Investments International L.P.	4
    HaSadnaot St., 1st floor,

    Herzliya
    46128.

    Israel

	Medica
    III Investments (S.F.) L.P.
	Medica
    III Investments (P.F.) L.P.
	Medica
    III Investments (Israel) L.P.
	Medica
    III Investments (Israel) (B) L.P.
	PoalimMedica
    III Investments L.P.

    (Collectively:
    “Medica”)



 


	Name
    of Preferred B Holder	Address:
	Vitalife
    Partners (Israel) L.P.	32B
    Habarzel Street

    Tel
    Aviv 69710

    Israel

	Vitalife
    Partners (D.C.M.) L.P.
	Vitalife
    Partners (Overseas) L.P.
	SCP
    Vitalife Partners II
	SCP
    Vitalife Partners (Israel) II
	(Collectively:
    “Vitalife”)


 


	Name
    of Preferred B Holder	Address:
	Technion
    Research and Development Foundation Ltd.	Technion
    City

    Haifa
    32000

    Israel



 






     


     


    

 


Schedule
3


 


List
of Series C Preferred Holders


 


	Name
    of Preferred C Holder	Address:
	DSM
    Venturing B.V.	1
    Het Overloon,

    6411
TE Heerlen,

The Netherlands

	(“DSM”)  

 


 


	Name
    of Preferred C Holder	Address:
	Medica
    III Investments International L.P.	4
    HaSadnaot St., 1st floor,

    Herzliya
    46128.

    Israel

	Medica
    III Investments (S.F.) L.P.
	Medica
    III Investments (P.F.) L.P.
	Medica
    III Investments (Israel) L.P.
	Medica
    III Investments (Israel) (B) L.P.
	PoalimMedica
    III Investments L.P.

    (Collectively:
    “Medica”)



 


	Name
    of Preferred C Holder	Address:
	SCP
    Vitalife Partners II	32B
    Habarzel Street

    Tel
    Aviv 69710

    Israel

	SCP
    Vitalife Partners (Israel) II
	(Collectively:
    “Vitalife”)


 


	Name
    of Preferred C Holder	Address:
	Technion
    Research and Development Foundation Ltd.

    Technion
    Investment Opportunities Fund L.P.
	Technion
    City

    Haifa
    32000

    Israel



 


	Name
    of Preferred C Holder	Address:
	Allegro
    S.àr.l

     
	11,
    Rue Beaumont

    Luxembourg,
    L-1219

    Luxembourg



 






     


     


    

 


Schedule
4


 


List
of Series D Preferred Holders