Exhibit 10.1


 


SECURITIES PURCHASE
AGREEMENT


 


SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of August 7, 2020 by and between INTEC PHARMA LTD.,
a company organized under the laws of the State of Israel (the “Company”), and ASPIRE CAPITAL FUND, LLC,
an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined
herein are defined in Section 7 hereof.


 


WHEREAS: Subject
to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from
the Company, (i) 7,125,000 shares (the “Purchase Shares”) of the Company’s ordinary shares, with no par
value per share (the “Ordinary Shares”), and (ii) warrants, substantially in the form attached hereto as Exhibit
A (the “Pre-Funded Warrants”), to purchase 7,125,000 Ordinary Shares (the “Warrant Shares”).
The Purchase Shares, Pre-Funded Warrants and Warrant Shares are collectively referred to herein as the “Securities.”


 


NOW THEREFORE, the Company and the Buyer hereby
agree as follows:


 


		1.	PURCHASE OF SECURITIES.



 


Subject to the terms
and conditions set forth in this Agreement, the Company and the Buyer agree that immediately upon the execution hereof, the Buyer
shall purchase from the Company 7,125,000 Purchase Shares at $0.3511 per Ordinary Share via The Depository Trust Company Deposit
or Withdrawal at Custodian system (“DWAC”) and Pre-Funded Warrants registered in the name of the Buyer to purchase
7,125,000 Warrant Shares at $0.3411 per Pre-Funded Warrant, and the Buyer shall pay to the Company as the purchase price therefor,
via wire transfer, an aggregate of Four Million Nine Hundred and Thirty One Nine Hundred and Twenty Five Dollars and No Cents ($4,931,925),
prior to the delivery of such Purchase Shares and Pre-Funded Warrants. The Company will deliver to the Buyer the Purchase Shares
and Pre-Funded Warrants immediately upon delivery to the Purchaser of the Prospectus Supplement (as defined below) (which may be
delivered in accordance with Rule 172 under the Securities Act) and Buyer paying the purchase price therefor. The Purchase Shares,
upon issuance and payment therefor as provided herein, shall be validly issued and fully paid and non-assessable, and the Warrant
Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, shall be validly issued and
fully paid and non-assessable. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect
to the issuance and delivery of any Securities to the Buyer under this Agreement.


 


		2.	BUYER’S REPRESENTATIONS AND WARRANTIES.



 


The Buyer represents and warrants to the
Company that as of the date hereof:


 


(a) Investment
Purpose. The Buyer is entering into this Agreement and acquiring the Securities for its own account for investment; provided
however, by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other
specific term.


 






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(b) Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation
D under the 1933 Act.


 


(c) Information.
The Buyer has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been reasonably requested by the Buyer, including, without limitation,
the SEC Documents (as defined in Section 3(e) hereof). The Buyer understands that its investment in the Securities involves a high
degree of risk. The Buyer (i) is able to bear the economic risk of an investment in the Securities including a total loss, (ii)
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the
proposed investment in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers
of the Company concerning the financial condition and business of the Company and other matters related to an investment in the
Securities. Neither such inquiries nor any other due diligence investigations conducted by the Buyer or its representatives shall
modify, amend or affect the Buyer’s right to rely on the Company’s representations and warranties contained in Section
3 below. The Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities.


 


(d) No
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(e) Organization.
The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction
in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business
as now being conducted.


 


(f) Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid
and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as to enforceability to
(i) general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) public policy
underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification,
contribution or exculpation. The execution and delivery of this Agreement by the Buyer and the consummation by it of the transaction
contemplated hereby do not conflict with the Buyer’s certificate of organization or operating agreement or similar documents,
and do not require further consent or authorization by the Buyer, its managers or its members.


 






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(g) Residency.
The Buyer is a resident of the State of Illinois.


 


(h) No
Prior Short Selling. The Buyer represents and warrants to the Company that at no time prior to the date of this Agreement has
any of the Buyer, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the Securities Exchange Act of
1934, as amended (the “1934 Act”)) of the Ordinary Shares or (ii) hedging transaction, which establishes a net
short position with respect to the Ordinary Shares.


 


		3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY



 


The Company represents and warrants to the Buyer that
as of the date hereof:


 


(a) Organization
and Qualification. The Company and its “Subsidiaries” (which for purposes of this Agreement means any entity in
which the Company, directly or indirectly, owns more than 50% of the voting stock or capital stock or other similar equity interests)
are corporations, limited liability companies or other business entities duly organized and validly existing in good standing under
the laws of the jurisdiction (if applicable in such jurisdiction) in which they are incorporated or organized, and have the requisite
corporate or organizational power and authority to own their properties and to carry on their business as now being conducted.
Each of the Company and its Subsidiaries is duly qualified as a foreign corporation, limited liability company or other business
entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business
conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing
could not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on any of: (i) the business, properties, assets, operations, results of operations or financial
condition of the Company and its Subsidiaries, if any, taken as a whole, or (ii) the authority or ability of the Company to perform
its obligations under this Agreement.


 


(b) Authorization;
Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and the Pre-Funded Warrants and to issue the Securities in accordance with the terms hereof, (ii) the execution
and delivery of this Agreement and the Pre-Funded Warrants by the Company and the consummation by it of the transaction contemplated
hereby, including without limitation, the issuance of the Securities under this Agreement, have been duly authorized by the Company’s
Board of Directors or duly authorized committee thereof, do not conflict with the Company’s Articles of Association, and
do not require further consent or authorization by the Company, its Board of Directors, except as set forth in this Agreement,
or its stockholders, (iii) this Agreement has been duly executed and delivered by the Company and (iv) this Agreement constitutes
the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies and (z) public policy underlying
any law, rule or regulation (including any federal or states securities law, rule or regulation) with regards to indemnification,
contribution or exculpation. The Board of Directors of the Company or duly authorized committee thereof has approved the Company’s
entering into this Agreement and the Company’s performance of all terms of this Agreement, including without limitation the
signing of the Pre-Funded Warrant and the sale and issuance of the Purchase Shares. The Company has delivered to the Buyer a true
and correct copy of such approving resolutions of the Board of Directors of the Company.


 






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(c) Authorization
of the Securities. The Purchase Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the
Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with
respect to the issuance thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares. The Pre-Funded
Warrants have been duly authorized by the Company and, when executed and delivered by the Company, will be valid and binding agreements
of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of
creditors or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon
exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when
issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, shall be (i) validly issued, fully paid
and non-assessable and (ii) free from all taxes, liens and charges with respect to the issuance thereof, with the holders being
entitled to all rights accorded to a holder of Ordinary Shares.


 


(d) No
Conflicts. The execution, delivery and performance of this Agreement and the Pre-Funded Warrants by the Company and the consummation
by the Company of the transaction contemplated hereby (the issuance of the Securities), does and will not (i) result in a violation
of the Articles of Association, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred
stock of the Company or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its Subsidiaries is a party, or result, to the Company’s knowledge,
in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations
and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably be expected to result in
a Material Adverse Effect. Neither the Company nor its Subsidiaries is in violation of any term of or in default under its Articles
of Association, any Certificate of Designation, Preferences and Rights of any outstanding series of preferred stock of the Company
or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any
term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree
or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible violations, defaults,
terminations or amendments that could not reasonably be expected to have a Material Adverse Effect. The business of the Company
and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance, or regulation of any
governmental entity, except for possible violations, the sanctions for which either individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement, reporting obligations
under the 1934 Act, or as required under the 1933 Act or applicable state securities laws or the filing of a Listing of Additional
Shares Notification Form with the Principal Market, the Company is not required to obtain any consent, authorization or order of,
or make any filing or registration with, any court or governmental agency or any regulatory or self- regulatory agency in order
for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms
hereof. Except for the reporting obligations under the 1934 Act, all consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the date
hereof.


 






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(e) SEC
Documents; Financial Statements. Since June 30, 2020, the Company has filed all reports, schedules, forms, statements and other
documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing
filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated
by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective dates (except
as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act
and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC (except as they may have been properly amended), contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly
amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved
(except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except routine correspondence,
such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports
publicly available on EDGAR, to the Company’s knowledge, the Company or any of its Subsidiaries are not presently the subject
of any inquiry, investigation or action by the SEC.


 


(f) Absence
of Certain Changes. Since June 30, 2020, there has been no material adverse change in the business, properties, operations,
financial condition or results of operations of the Company or its Subsidiaries taken as a whole. For purposes of this Agreement,
neither a decrease in cash or cash equivalents nor losses incurred in the ordinary course of the Company’s business shall
be deemed or considered a material adverse change. The Company has not taken any steps, and does not currently expect to take any
steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or
reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings.


 


(g) Absence
of Litigation. Other than as disclosed in the SEC Documents, to the Company’s knowledge, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company or any of its Subsidiaries, threatened against the Company, the Ordinary Shares or any of the
Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in
their capacities as such, which could reasonably be expected to have a Material Adverse Effect.


 


(h) Acknowledgment
Regarding Buyer’s Status. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s
length purchaser with respect to this Agreement and the transaction contemplated hereby. The Company further acknowledges that
the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement
and the transaction contemplated hereby and any advice given by the Buyer or any of its representatives or agents in connection
with this Agreement and the transaction contemplated hereby is merely incidental to the Buyer’s purchase of the Securities.
The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely
on the independent evaluation by the Company and its representatives and advisors.


 


(i) Registration
Statement. The Shelf Registration Statement (as defined in Section 4(a) hereof) has been declared effective by the SEC, and
no stop order has been issued or is pending or, to the knowledge of the Company, threatened by the SEC with respect thereto. As
of the date hereof, the Company has a dollar amount of securities registered and unsold under the Shelf Registration Statement,
which is not less than the amount necessary to register the Securities on the date hereof.


 






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		4.	COVENANTS.



 


(a) Filing
of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file
a Current Report on Form 8-K disclosing this Agreement and the transaction contemplated hereby. The Company shall file within two
(2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement on
Form S-3 (File No. 333-230016, the “Shelf Registration Statement”) covering the sale of the Securities (the
“Prospectus Supplement”). The Shelf Registration Statement (including any amendments or supplements thereto
and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading.


 


(b) Blue
Sky. The Company shall take such action, if any, as is reasonably necessary in order to obtain an exemption for or to qualify
(i) the sale of the Securities to the Buyer under this Agreement and (ii) any subsequent sale of the Securities by the Buyer, in
each case, under applicable securities or “Blue Sky” laws of the states of the United States in such states as is reasonably
requested by the Buyer from time to time, and shall provide evidence of any such action so taken to the Buyer.


 


(c) Listing.
The Company shall promptly secure the listing of all of the Purchase Shares and Warrant Shares upon each national securities exchange
and automated quotation system that requires an application by the Company for listing, if any, upon which Ordinary Shares are
then listed (subject to official notice of issuance) and shall maintain such listing, so long as any other Ordinary Shares shall
be so listed. The Company shall use its commercially reasonable efforts to maintain the Ordinary Shares’ listing on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section.


 


(d) Maintenance
of Registration. The Company shall, at all times while any Pre-Funded Warrants are outstanding, use its best efforts to maintain
a registration statement covering the exercise of the Pre-Funded Warrants and the issue and sale of the Warrant Shares such that
the Warrant Shares, when issued, will not be subject to resale restrictions under the 1933 Act except to the extent that the Warrant
Shares are owned by affiliates.


 


(e) Warrant
Shares Reserved. The Company shall, at all times while any Pre-Funded Warrants are outstanding, reserve and keep available
out of the aggregate of its authorized but unissued and otherwise unreserved Ordinary Shares, solely for the purpose of enabling
it to issue Warrant Shares upon exercise of such Pre-Funded Warrants, the number of Warrant Shares that are initially issuable
and deliverable upon the exercise of the then-outstanding Pre-Funded Warrants.


 






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(f) Restriction
on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that it will not, for a period
of 60 days after the date of this Agreement (the “Lock-Up Period”), issue or sell any Ordinary Shares under
the Company’s Sales Agreement with Cowen and Company, LLC, and further agrees that during the Lock-Up Period the Company
will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares
of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of
the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares
of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of
the Company, other than the filing of a Registration Statement on Form S-8 or a registration statement registering the resale of
securities outstanding as of the date hereof and disclosed as outstanding in the SEC Documents; (iii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the
Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital
stock of the Company or such other securities, in cash or otherwise; or (iv) publicly announce an intention to effect any transaction
specified in clause (i), (ii) or (iii). The restrictions contained in this Section 4(f) shall not apply to (x) the Securities to
be sold hereunder, (y) the issuance by the Company of Ordinary Shares upon the exercise of a stock option or warrant or the conversion
of a security outstanding on the date hereof and disclosed as outstanding in the SEC Documents, or (z) the grant by the Company
of stock options or other stock-based awards, or the issuance of shares of capital stock of the Company under any equity compensation
plan of the Company as such plans are in existence on the date hereof and described in the SEC Documents.


 


		5.	TRANSFER AGENT INSTRUCTIONS.



 


All of the Purchase
Shares and Pre-Funded Warrants to be issued under this Agreement shall be issued without any restrictive legend. All of the Warrant
Shares to be issued under this Agreement shall be issued without any restrictive legend, provided that the Company either maintains
an effective registration statement covering the exercise of the Pre-Funded Warrants and the issue and sale of the Warrant Shares,
or the Warrant Shares are issued upon a “net share exercise” of the Pre-Funded Warrants pursuant to the terms thereof.
The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent, to issue Ordinary Shares
in the name of the Buyer for the Purchase Shares (the “Irrevocable Transfer Agent Instructions”). The Company
warrants to the Buyer that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5,
will be given by the Company to the Transfer Agent with respect to the Purchase Shares and the Purchase Shares shall otherwise
be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Following exercise
of the Pre-Funded Warrants in accordance with the terms thereof, the Company shall issue irrevocable instructions to the Transfer
Agent, and any subsequent transfer agent, to issue Ordinary Shares in the name of the Buyer for the Warrants Shares.


 






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		6.	INDEMNIFICATION.



 


In consideration of
the Buyer’s execution and delivery of is Agreement and acquiring the Securities hereunder and in addition to all of the Company’s
other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Buyer and all of its
affiliates, members, officers, directors, and employees, and any of the foregoing person’s agents or other representatives
(including, without limitation, those retained in connection with the transaction contemplated by this Agreement) (collectively,
the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the
“Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or any other certificate,
instrument or document contemplated hereby, (b) any breach of any covenant, agreement or obligation of the Company contained in
this Agreement or any other certificate, instrument or document contemplated hereby, or (c) any cause of action, suit or claim
brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement
of this Agreement or any other certificate, instrument or document contemplated hereby, other than with respect to Indemnified
Liabilities which directly and primarily result from (A) a breach of any of the Buyer’s representations and warranties, covenants
or agreements contained in this Agreement, or (B) the gross negligence, bad faith or willful misconduct of the Buyer or any other
Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.


 


		7.	CERTAIN DEFINED TERMS.



 


For purposes of this Agreement, the following terms shall have
the following meanings:


 


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


 


(b) “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


(c) “Business
Day” means any day on which the Principal Market is open for trading during normal trading hours (i.e., 9:30 a.m. to
4:00 p.m. Eastern Time), including any day on which the Principal Market is open for trading for a period of time less than the
customary time.


 


(d) “Person”
means an individual or entity including any limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization and a government or any department or agency thereof.


 


(e) “Principal
Market” means the Nasdaq Capital Market.


 






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


 


(g) “Transfer
Agent” means the transfer agent of the Company as set forth in Section 8(f) hereof or such other person who is then serving
as the transfer agent for the Company in respect of the Ordinary Shares.


 


		8.	MISCELLANEOUS.



 


(a) Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the State of Israel shall govern all issues concerning the relative rights
of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of Illinois, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of Chicago, for the adjudication of any dispute hereunder or in connection
herewith, or with the transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
or pdf (or other electronic reproduction) signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic reproduction)
signature.


 


(c) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


(d) Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 






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(e) Entire
Agreement. This Agreement supersedes all other prior oral or written agreements between the Buyer, the Company, their affiliates
and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the documents and instruments
referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except
as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters. The Company acknowledges and agrees that is has not relied on, in any manner whatsoever,
any representations or statements, written or oral, other than as expressly set forth in this Agreement.


 


(f) Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii)
upon receipt, when sent by electronic message (provided the recipient responds to the message and confirmation of both electronic
messages are kept on file by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:


 


If to the Company:


 


Intec Pharma Ltd.


12 Hartom Street


Har Hotzvim, Jerusalem 9777512


	Telephone:	972-2-586-4657
	Facsimile:	972-77-470-1797
	Attention: 	Nir Sassi
	Email:	nir@intecpharma.com



 


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


 


McDermott Will & Emery LLP


340 Madison Avenue

New York, NY 10173


	Telephone:	212-547-5352
	Facsimile: 	646-390-0820
	Attention:	Gary Emmanuel
	Email:	gemmanuel@mwe.com



 






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If to the Buyer:


 


Aspire Capital Fund, LLC


155 North Wacker Drive, Suite 1600


Chicago, IL 60606


	Telephone:	312-658-0400
	Facsimile:	312-658-4005
	Attention:	Steven G. Martin
	Email:	smartin@aspirecapital.com



 


With a copy to (which shall
not constitute delivery to the Buyer):


 


Morrison & Foerster LLP


2000 Pennsylvania Avenue, NW, Suite 6000


Washington, DC 20006


	Telephone:	202-778-1603
	Facsimile:	202-887-0763
	Attention:	David Lynn, Esq.
	Email:	dlynn@mofo.com



 


If to the Transfer Agent:


 


VStock Transfer, LLC


18 Lafayette Pl.


Woodmere, NY 11598


	Telephone:	212-828-8436
	Facsimile:	646-536-3179
	Email:	info@vstocktransfer.com



 


or at such other address and/or
facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each
other party one (1) Business Day prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, and recipient facsimile number, (C) electronically generated by the sender’s electronic mail containing
the time, date and recipient email address or (D) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of receipt in accordance with clause (i), (ii), (iii) or (iv) above, respectively.


 


(g) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Buyer, including by merger or consolidation. The Buyer may not assign its rights or obligations under this Agreement.


 






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(h) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


(i) Publicity.
The Buyer shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by
or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this
Agreement or the transaction contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval
of the Buyer, to make any press release or other public disclosure (including any filings with the SEC) with respect to such transactions
as is required by applicable law and regulations so long as the Company and its counsel consult with the Buyer in connection with
any such press release or other public disclosure at least one (1) Business Day prior to its release. The Buyer must be provided
with a copy thereof at least one


(1) Business Day prior to any release or
use by the Company thereof.


 


(j) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transaction contemplated
hereby.


 


(k) Survival.
The representations and warranties of the Company and the Buyer contained in Sections 2, 3 and 5 hereof, the indemnification provisions
set forth in Section 6 hereof and the agreements and covenants set forth in Sections 4 and 8 hereof, shall survive the execution
of this Agreement and the transaction contemplated herein or any termination of this Agreement.


 


(l) No
Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Buyer that it has not engaged
any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Buyer represents
and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with
the transactions contemplated hereby. Each party shall be responsible for the payment of any fees or commissions, if any, of any
financial advisor, placement agent, broker or finder engaged by such party relating to or arising out of the transactions contemplated
hereby. Each party shall pay, and hold the other party harmless against, any liability, loss or expense (including, without limitation,
attorneys' fees and out of pocket expenses) arising in connection with any such claim.


 


(m) No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


(n) Failure
or Indulgence Not Waiver. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.


 


(o) Commitment
Fee. As additional consideration and fee for Buyer’s entering into this Agreement, the Company shall pay to the Buyer
Two Hundred and Fifty Thousand Dollars and no/100 Dollars ($250,000) (the “Commitment Fee”). The Commitment Fee shall
be due and payable upon the Buyer’s execution of this Agreement and shall be paid in cash and, at Buyer’s option, it
may be offset against the purchase price referenced in Section 1 of this Agreement.


 


* * * * *


 




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IN WITNESS WHEREOF, the Buyer and
the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	INTEC PHARMA LTD.
	 	 	 
	 	By:	/s/ Nir Sassi
	 	Name: 	Nir Sassi
	 	Title:	Chief Financial Officer
	 	 	 
	 	BUYER:
	 	 	 
	 	ASPIRE CAPITAL FUND, LLC
	 	BY: ASPIRE CAPITAL PARTNERS, LLC
	 	BY: SGM HOLDINGS CORP.
	 	 	 
	 	By:	/s/ Steven G. Martin
	 	Name:	Steven G. Martin
	 	Title:	President



 


 


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