Exhibit 10.1


 


STOCKHOLDER
SUPPORT AGREEMENT


 


This
STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made as of the 15th day of March, 2021, by and
among Intec Pharma Ltd., a company incorporated under the laws of the State of Israel (“Intec”), Intec
Parent, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of Intec (“Intec
Parent”), Dillon Merger Subsidiary, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned
subsidiary of Intec Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”)
of Decoy Biosystems, Inc., a corporation organized under the laws of the State of Delaware (the “Company”).
Each of Intec, Intec Parent, Merger Sub, and Stockholder is referred to as a “party” and collectively as the “parties”.
Capitalized terms used but not defined in this Agreement or any Appendix to this Agreement have the meanings ascribed to them
in the Merger Agreement (defined below).


 


WHEREAS,
this Agreement is being executed in connection with that certain Agreement and Plan of Merger and Reorganization entered into
on or about the date hereof by and among Intec, Intec Parent, Merger Sub, Domestication Merger Sub (as defined therein), and the
Company (as the same may be amended from time to time, the “Merger Agreement”), a copy of which is annexed
hereto at Appendix A, providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”)
pursuant to the terms and conditions of the Merger Agreement;


 


WHEREAS,
as of the date hereof, Stockholder is the record and beneficial owner of such number of shares of the Company’s capital
stock as set forth on its signature page hereto (collectively, and together with any other shares of the Company’s capital
stock owned or acquired (including after the date hereof) by Stockholder, being collectively referred to herein as the “Stockholder
Shares”);


 


WHEREAS,
Stockholder understands and acknowledges that Intec, Merger Sub and Intec Parent are entitled to rely on (i) the truth and accuracy
of Stockholder’s representations contained herein and (ii) Stockholder’s performance of the obligations set forth
herein; and


 


WHEREAS,
Intec, Intec Parent, and Merger Sub’s willingness to enter into the Merger Agreement was conditional upon the delivery of
this Agreement contemporaneously with the execution of the Merger Agreement, and accordingly the giving of the covenants and undertakings
included herein.


 


NOW,
THEREFORE, in consideration of the premises and mutual representations, warranties, covenants and agreements hereinafter set forth,
the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 



     


     

    

 


1.
Agreements to Vote; Restriction on Transfer; No Solicitation; Proxy; Waiver of Appraisal Rights. Stockholder covenants
and agrees with Intec, Intec Parent and Merger Sub, as follows:


 


(a)
Approval of the Merger. During the time period (the “Voting Period”) beginning as of the date hereof
until the first to occur of (I) such date and time as the Merger Agreement shall have been terminated pursuant to Article IX thereof;
and (II) such date and time as this Agreement shall have been terminated pursuant to Section 3(a) or 3(b),
at any meeting of the stockholders of the Company, or any class of stockholders of the Company, however called (or any action
by written consent in lieu of a meeting) or any adjournment thereof, Stockholder shall participate and vote all of its Stockholder
Shares (or cause them to be voted), in person or by proxy, or, as applicable, execute written consents in respect thereof (i) in
favor of the adoption of the Merger Agreement, in favor of the Merger and in favor of any matter that is reasonably necessary
to facilitate the consummation of the Merger and the other Transactions contemplated by the Merger Agreement, including any stockholder
vote required by the Company’s certificate of incorporation, as amended from time to time and including the approval of
the Preferred Stock Conversion if applicable, and (ii) against any Adverse Proposal (as defined below); provided, however
that (1) nothing in this Agreement shall preclude Stockholder from exercising full power and authority to vote the Stockholder
Shares in Stockholder’s sole discretion for or against any proposal submitted to a vote of the Company Stockholders to approve
any payment that would, in the absence of such approval, constitute a parachute payment under Section 280G of the Code), and (2)
solely with respect to the approval of the Merger Agreement and the Merger pursuant to sub-clause (i) above, Stockholder shall
vote (or cause to be voted) the Stockholder Shares in the same manner as the vote in respect of the Merger Agreement and the Merger
of the holders of a majority of the outstanding shares of the Company’s capital stock (excluding the Stockholder Shares
and any shares of the Company’s capital stock held by a stockholder who has signed a stockholder support agreement substantially
similar to this Agreement), voting as a single class. “Adverse Proposal” means (A) any action or agreement
(including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty,
covenant, agreement or other obligation of the Company in the Merger Agreement, (B)  any Acquisition Proposal or the approval
of any Acquisition Agreement, (C) any agreement (including, without limitation, any amendment of any agreement), amendment
of the Company’s certificate of incorporation, bylaws or other charter or organizational documents (“Company’s
Organizational Documents”) or other action that is intended or would reasonably be expected to (x) result in any
of the conditions set forth in Article 6, Article 7 or Article 8 of the Merger Agreement not being fulfilled or satisfied on a
timely basis or (y) prevent, impede, interfere with, delay or postpone the consummation of the Merger or the other transactions
contemplated by the Merger Agreement, or (D) any change in the capitalization of the Company or its corporate structure, except
as expressly contemplated or permitted by the Merger Agreement. Stockholder agrees that it will not bring, commence, institute,
maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any
court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of
the Decoy Stockholder Written Consent or this Agreement or the execution and delivery of the Merger Agreement and the consummation
of the Merger in accordance with its terms and the other transactions provided for in the Merger Agreement.


 


(b)
Vote Against Adverse Proposals. During the Extended Voting Period (as defined below), and without limitation to the Stockholder’s
obligations pursuant to Section 1(a), at any meeting of the stockholders of the Company, or any class of stockholders of the Company,
however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, Stockholder shall participate
and vote all of its Stockholder Shares (or cause them to be voted), in person or by proxy, or, as applicable, execute written
consents in respect thereof against any Acquisition Proposal, the approval of any Acquisition Agreement, or any Acquisition Transaction.
As used herein, “Extended Voting Period” shall mean the time period commencing on the date hereof and ending
on the first to occur of:


 


(I)
such date and time as the Merger Agreement shall have been terminated pursuant to Article IX thereof, other than a termination
pursuant to (a) Section 9.1(b)(ii), but only if such termination was caused by a failure to obtain the Required Decoy Stockholder
Vote; (b) Section 9.1(c)(i); (c) Section 9.1(c)(ii); (d) Section 9.1(c)(iv), but only if such material breach caused or materially
contributed to a failure to obtain the Required Decoy Stockholder Vote; or (iv) 9.1(d)(iii);


 


(II)
such date and time as this Agreement shall have been terminated pursuant to Section 3(a) or 3(b); and


 


(III)
such date that is 18 months following the date of this Agreement.


 



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(c)
Any vote provided for in Section 1(a) or Section 1(b) shall be cast, or consent or adverse vote shall be given,
as applicable, by the Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted,
including for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.


 


(d)
Restriction on Transfer; Non-Interference; etc. During the Extended Voting Period, Stockholder shall not directly or indirectly
(i) sell, transfer, give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any of its
Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any of its Stockholder Shares into
a voting trust or grant any proxies (other than (A) the proxy granted pursuant to Section 1(f), or (B) any other proxy
pursuant to which the grantee thereof is appointed to act solely in the manner set forth in Section 1(a) or Section
1(b)) or enter into a voting agreement, power of attorney or voting trust with respect to any of its Stockholder Shares, (iii) take
any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect or have
the effect of preventing, disabling or delaying Stockholder from performing any of its obligations under this Agreement, or (iv) agree
(whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) to (iii) of this Section 1(d);
provided that Stockholder may, if Stockholder is an individual or trust, transfer any of the Stockholder Shares to any
member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s
immediate family for estate planning purposes, or transfer any of the Stockholder Shares upon the death or dissolution of Stockholder
(each, a “Permitted Transfer”); provided, further, that any such transfer referred to in the
foregoing clauses shall be permitted only if, as a condition to the effectiveness of such transfer, the transferee agrees in writing,
in a form reasonably satisfactory to Intec, to be bound by all of the terms of this Agreement. Notwithstanding the foregoing,
no transfer of Stockholder Shares by the Stockholder shall relieve the Stockholder of any liability for the performance of Stockholder’s
obligations hereunder.


 


(e)
No Solicitation. Stockholder (in such Stockholder’s capacity as such) agrees to comply with the provisions applicable
to a “Representative” of the Company for purposes of Section 4.5 of the Merger Agreement, and that Stockholder shall
not, directly or indirectly, through any Representative of such Stockholder authorized by it to act on its behalf, take any action
prohibited by Section 4.5 of the Merger Agreement, including, without limitation, making or participating in any Acquisition Proposal.


 


(f)
Grant of Proxy Authority. Without derogating from Stockholder’s undertakings in Section 1(a) or Section
1(b), in order to effectuate the foregoing, Stockholder hereby constitutes and appoints Intec, or any officer or nominee of
Intec, with full power of substitution, as Stockholder’s true and lawful proxy and attorney in fact, for and in Stockholder’s
name, place and stead with respect to its Stockholder Shares, solely to vote and exercise all voting rights and related rights,
including by executing written consents (in Stockholder’s capacity as such), on the matters specified in Section 1(a)
or Section 1(b); provided, however, in the case of any vote in respect of the matters referred to in Section 1(a)(i)
above, such proxy shall only be effective if Stockholder fails to timely vote as required pursuant to Section 1(a)
with respect thereto, and fails to cure such failure within five (5) days after written notice thereof. Any and all prior proxies
(other than the proxy described herein) given by Stockholder with respect to matters that would conflict with the rights to vote
under the proxy granted hereby are hereby revoked and Stockholder agrees not to grant any subsequent proxies with respect to the
subject matter of this proxy until after the termination of this Agreement in accordance with its terms. Stockholder acknowledges
and agrees that the proxy provided for herein is coupled with an interest and is irrevocable to the fullest extent permitted by
law during the Voting Period with respect to Section 1(a) and the Extended Voting Period with respect to Section
1(b) (immediately after the expiry or termination of which this proxy shall automatically be revoked and be of no further
force or effect). Any vote, written consent or other action executed or taken by the holder(s) of this proxy in accordance with
the terms hereof, shall prevail and supersede any vote, written consent or other action executed or taken by the Stockholder to
the contrary. Notwithstanding anything to the contrary in this Agreement, the proxy authority granted herein shall not apply to
any proposal submitted to a vote of Company Stockholders to approve any payment which would, in the absence of such approval,
constitute a parachute payment under Section 280G of the Code, and the Stockholder shall continue to have full power and authority
to vote the Shares in the Stockholder’s sole discretion for or against any such proposal (but not, for the avoidance of
doubt, on any other resolution in respect of a transaction pursuant to which such parachute payment would or could be made).


 



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(g)
Waiver of Appraisal Rights. To the fullest extent permitted by law, Stockholder hereby irrevocably and unconditionally
waives, and agrees to cause to be waived, and to prevent the exercise of, any dissenters or appraisal rights, including but not
limited to any rights provided under Section 262 of the Delaware General Corporation Law, that Stockholder may have with respect
to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement by virtue of the ownership
of any Stockholder Shares.


 


(h)
Additional Shares. Until any termination of this Agreement in accordance with Section 3, Stockholder shall
promptly notify Intec of the number of Stockholder Shares, if any, that it acquires of record or beneficial ownership of after
the date hereof. Any Stockholder Shares as to which Stockholder acquires record or beneficial ownership after the date hereof
and prior to termination of this Agreement shall be Stockholder Shares for the purposes of this Agreement. Without limiting the
foregoing, in the event of any share split, share dividend or other change in the capital structure of the Company affecting the
Stockholder Shares, the number of Stockholder Shares constituting Stockholder Shares shall be adjusted appropriately and this
Agreement and the obligations hereunder shall attach to any additional shares of Stockholder Shares or other voting securities
of the Company issued to Stockholder in connection therewith.


 


2.
Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Intec, Intec Parent, and Merger
Sub, as follows:


 


(a)
Authority. Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform such
Stockholder’s obligations under this Agreement. This Agreement has been duly executed and delivered by such Stockholder
and, assuming due and valid authorization, execution and delivery hereof by the applicable counterparty(ies), constitutes a valid
and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to (i)
laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing
specific performance, injunctive relief and other equitable remedies. If Stockholder is a corporation, limited partnership or
limited liability company, Stockholder is an entity duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated, organized, or constituted.


 


(b)
No Conflict. Neither the execution of this Agreement by Stockholder nor the consummation of the transactions contemplated
hereby will result (with or without notice or lapse of time or both), in a breach, violation or termination of any of the terms,
conditions or provisions of, or constitute a default under, accelerate any obligations arising under, trigger any payment under,
or result in the creation of any Encumbrance pursuant to, or otherwise adversely affect any of the terms, conditions or provisions
of any Contract, trust, commitment, understanding or agreement by which Stockholder is bound or by any law, decree, judgment,
order now in effect of any court or other governmental body applicable to Stockholder.


 



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(c)
No Consent. No waiver, Governmental Authorization or consent of any Person or Governmental Body is required on the part
of the Stockholder in connection with the execution and delivery of this Agreement or the compliance by the Stockholder with any
of the provisions hereof, or the consummation of the transactions contemplated hereby.


 


(d)
Ownership of Shares. Stockholder solely owns, beneficially and of record, all of its Stockholder Shares as set forth on
its signature page hereto free and clear of any proxy, voting restriction (other than as forth in that certain Second Amended
and Restated Investors’ Rights Agreement, dated August 14, 2018 (as amended, the “Voting Agreement”)),
adverse claim or other Encumbrance (other than proxies and restrictions pursuant to this Agreement and transfer restrictions under
the Company’s Organizational Documents and applicable securities laws) and does not beneficially own any securities of the
Company (including options, warrants or convertible securities) other than the Stockholder Shares set forth on the signature page
hereto. Without limiting the foregoing, except for proxies and restrictions pursuant to this Agreement, transfer restrictions
under the Company’s Organizational Documents and applicable securities laws, Stockholder has sole voting power and sole
power of disposition with respect to all of its Stockholder Shares, with no restrictions on Stockholder’s rights of voting
or disposition pertaining thereto (other than as set forth in the Voting Agreement) and no Person other than Stockholder has any
right to direct or approve the voting or disposition of any of its Stockholder Shares or to issue any instructions with respect
thereto, other than if the Stockholder is a married individual and resides in a state with community property laws, the community
property interest of his or her spouse to the extent applicable under such community property laws, which spouse hereby consents
to this Agreement by executing the spousal consent attached hereto as Appendix B.


 


(e)
Consideration of Terms. Stockholder (i) has adequate information concerning the business and financial condition of the
Company and Intec to make an informed decision regarding the Merger, and (ii) has independently and without reliance upon any
of the Intec Entities or the Company, and based on such information and the advice of any such advisors as Stockholder has deemed
appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that neither any of the
Intec Entities nor their related parties is acting as a fiduciary or financial or investment adviser to Stockholder and has not
given Stockholder any investment advice, opinion nor other information on whether the Merger is prudent. Stockholder has had an
opportunity to review with his, her or its own tax advisors the federal, state and local tax consequences of the Merger and the
transactions contemplated by the Merger Agreement.


 


(f)
No Plan to Sell. In connection to the Merger, Stockholder has no current plan or intention to sell, transfer, gift, pledge,
encumber, assign or dispose of any of the Intec Parent Common Stock that Stockholder receives in the Merger, and has not entered
into any contract, option or other arrangement or understanding, with respect to any such sale, transfer, gift, pledge, encumbrance,
assignment or other disposition of such stock (other than this Support Agreement).


 


(g)
No Bankruptcy. Stockholder is not under the jurisdiction of a court in a case under Title 11 of the United States Code,
as amended, or similar case (within the meaning of Section 368(a)(3)(A) of the Code).


 



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3.
Termination. This Agreement (including the proxies granted hereunder) shall automatically terminate, and no party hereto
shall have any further rights or obligations hereunder, on the first to occur of (a) the mutual written agreement of Intec
and Stockholder, (b) the Effective Time, and (c) the end of the Extended Voting Period. Notwithstanding the foregoing, (x) nothing
herein shall relieve any party from liability for any intentional breach of this Agreement (and if a party has been notified by
the other party of its obligation hereunder not more than two (2) Business Days prior to the time for fulfillment of such obligation,
any failure to perform which results in a breach of such obligation shall be deemed to be intentional) prior to its termination,
and (y) the provisions of Section 5 shall survive any termination of this Agreement.


 


4.
No Limitation on Actions of Stockholder as Director or Officer.


 


(a)
Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of
the Company (if Stockholder holds such office), and nothing in this Agreement: (i) will limit or affect any actions or omissions
taken by Stockholder in Stockholder’s capacity as such a director or officer, including in exercising rights under the Merger
Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; or (ii) will be construed to prohibit,
limit, or restrict Stockholder from exercising Stockholder’s fiduciary duties as an officer or director to the Company or
its stockholders.


 


(b)
If Stockholder is not a natural person but has appointed or designated a director of the Company (“Stockholder’s
Designee”), nothing in this Agreement: (i) will limit or affect any actions or omissions taken by Stockholder’s
Designee in Stockholder’s Designee’s capacity as such a director, including in exercising rights under the Merger
Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; or (ii) will be construed to prohibit,
limit, or restrict Stockholder’s Designee from exercising Stockholder’s Designee’s fiduciary duties as a director
of the Company or its stockholders.


 


5.
Miscellaneous.


 


(a)
Expenses. Except as otherwise expressly provided in this Agreement or the Merger Agreement, all costs and expenses incurred
in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.


 


(b)
Further Assurances. From time to time, at the reasonable request of any Intec Entity and without further consideration,
Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably required
to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.


 


(c)
Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject
to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective
successors and permitted assigns. Any purported assignment not permitted under this Section 5(c) shall be null and
void ab initio; provided, that (i) the foregoing shall not prevent Stockholder from effecting a Permitted Transfer in accordance
with the terms and conditions of Section 1(d), and (ii) Intec Parent shall be entitled, by written notice to Stockholder,
to assume all of Intec’s rights and obligations hereunder such that with effect from such notice Intec shall no longer be
party to this Agreement (without limitation to any such rights or any remedy or claim in respect thereof). If Stockholder is an
individual, all authority conferred herein shall survive the death or incapacity of the Stockholder.


 



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(d)
Amendments; Waiver. This Agreement may not be amended or supplemented, except by a written agreement executed by the parties.
Any party may (i) waive any inaccuracies in the representations and warranties of any other party or extend the time for
the performance of any of the obligations or acts of any other party, or (ii) waive compliance by the other party with any
of the agreements contained herein. Notwithstanding the foregoing, no failure or delay by any party hereto in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right hereunder. Any agreement on the part of a party to any such extension or waiver shall
be valid only if set forth in an instrument in writing signed on behalf of such party.


 


(e)
Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be
invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions
of this Agreement shall nevertheless remain in full force and effect and shall be interpreted so as reasonably necessary to effect
the intent of the parties hereto. Other than as provided elsewhere herein, upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in
an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.


 


(f)
Entire Agreement; Counterparts. 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. Except to the extent expressly provided herein, this Agreement is not intended
to and shall not confer upon any Person other than the parties any rights hereunder. 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
or other secure electronic means (e.g., DocuSign) shall be sufficient to bind the Parties to the terms and conditions of this
Agreement.


 


(g)
Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and
shall be given no substantive or interpretive effect whatsoever. Except as otherwise indicated, all references in this Agreement
to “Sections,” and “Schedules” are intended to refer to Sections of this Agreement and Schedules to this
Agreement.


 



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(h)
Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall
be in writing and shall be deemed properly delivered, given and received when delivered by hand, by registered mail, by courier
or express delivery service, electronic mail, or by facsimile (provided, that electronic mail or facsimile sent outside
of regular business hours of the recipient shall not be deemed to be received until the next Business Day) to the address, electronic
mail address, or facsimile telephone number set forth beneath the name of such Party below (or to such other address, electronic
mail address, or facsimile telephone number as such Party has specified in a written notice given to the other Parties hereto):


 


if
to Intec, Intec Parent or Merger Sub, to:


 


Intec
Pharma Ltd.


12
Hartom St.


Har
Hotzvim


Jerusalem
9777512


Israel


Attention:
Jeffery A. Meckler, CEO


Email:
jeffrey@intecpharma.com


Facsimile
No.:


 


with
copy to (which shall not constitute a notice):


 


Meitar
| Law Offices


16
Abba Hillel Road


5250608,
Ramat Gan


Israel


Email:
shacharh@meitar.com, and jonathana@meitar.com


Facsimile:
+972-3-6144872


Attention:
Shachar Hadar, Adv. and Jonathan Atha, Adv.


 


If
to Decoy:


 


with
a copy to:


Sheppard,
Mullin, Richter & Hampton LLP


12275
El Camino Real, Suite 200


San
Diego, California 92130-4092


USA


Attention:
Michael Umansky, Esq.; James A. Mercer, III, Esq.


E-Mail:
mumansky@sheppardmullin.com; jmercer@sheppardmullin.com


 


if
to Stockholder, as stated on the signature page hereto, with a copy to (which shall


not
constitute notice):


 


[_________]


[ADDRESS]


[ADDRESS]


Email:


Facsimile:


Attention:


 


or
such other address, email address or facsimile number as such party may hereafter specify for the purpose by notice to the other
parties.


 



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(i)
Governing Law; Enforcement; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
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 and venue of the Court
of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court
of the State of Delaware or the United States District Court for the District of Delaware; (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
5(i); (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; and (e) irrevocably waives the right to trial
by jury. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action
or proceeding by delivery of a copy thereof in accordance with the provisions of Section 5(h).


 


(j)
Other Remedies; Specific Performance. 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 hereto 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, and that money damages or legal remedies would not be an adequate remedy
for such damages. 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
hereto waives any bond, surety or other security that might be required of any other Party with respect thereto.


 


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IN
WITNESS WHEREOF, the parties have each duly executed this Agreement on the day and year first written above.


 


	 	INTEC PHARMA LTD.
	 	 	 
	 	By:	             
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	INTEC
    PARENT, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	DILLON
    MERGER SUBSIDIARY, INC.
	 	 	 
	 	By:	 
	 	Name	 
	 	Title	 


 




     


     

    

 


	 	STOCKHOLDER
	 	[__________]
	 	 	 
	 	By:	                                    
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address 	 
	 	 	 
	 	 	 
	 	 	 
	 	Shares
Held:

                                                                                                                       

                                                                                                                      _________
shares of Company Common Stock


_________
shares of Series Seed Preferred Stock


 


Address
for Notices:


 


Address:


_______________________________


_______________________________


_______________________________


_______________________________


_______________________________


 


Fax
Number:


_______________________________


 


Email:


_______________________________






 




     


     

    

 


Appendix
A


 


Merger
Agreement


 




     


     

    

 


Appendix
B


 


STOCKHOLDER
AGREEMENT 


&



WRITTEN
CONSENT OF THE STOCKHOLDERS


OF
DECOY BIOSYSTEMS, INC.


 


SPOUSAL
CONSENT


 


I
____________________, spouse of ____________________, having the legal capacity, power and authority to do so, hereby confirm
that I have read and hereby approve the Stockholder Agreement (the “Agreement”) and the written consent of
the stockholders (the “Consent”). In consideration of the terms and conditions as set forth in the Agreement
and the matters set forth in the Consent, I hereby appoint my spouse as my attorney in fact with respect to the exercise of any
rights and obligations under the Agreement and the Consent, and agree to be bound by the provisions of the Agreement and the Consent
insofar as I may have any rights or obligations in the Agreement or in the Consent under the community property laws of the State
of California or similar laws relating to marital or community property in effect in the state of our residence as of the date
of the Agreement or the Consent.


 


	Date:	 	 
	 	 	 
	Signature of Spouse:	 	 
	 	 	 
	Printed Name of
    Spouse: