Exhibit 4.1


 


PRE-FUNDED WARRANT TO PURCHASE ORDINARY
SHARES


 


Number of Shares: 7,125,000

(subject to adjustment)


 


	Warrant No. 0820-1	Original
Issue Date: August 10, 2020


 


Intec Pharma Ltd., a company
organized and existing under the laws of the State of Israel, company number 51302780 (the “Company”),
hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Aspire Capital Fund, LLC, or its permitted registered assigns (the “Holder”), is entitled, subject to the
terms set forth below, to purchase from the Company up to a total of 7,125,000 Ordinary Shares, no par value per share (the
“Ordinary Shares”), of the Company (each such share, a “Warrant Share” and all such
shares, the “Warrant Shares”) at an exercise price per share equal to $0.01 per share (as adjusted from
time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this warrant
to purchase Ordinary Shares (including any warrants to purchase Ordinary Shares issued in exchange, transfer or replacement
hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the
“Original Issue Date”) until this Warrant is exercised in full (the “Expiration Date”),
and subject to the following terms and conditions:


 


		1.	Definitions. For purposes of this Warrant, the following
terms shall have the following meanings:





 


(a) “Affiliate”
of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.


 


(b) “Commission”
means the United States Securities and Exchange Commission and any successor entity thereto.


 


(c) “Closing
Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market
for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended
hours basis and does not designate the last trade price, then the last trade price of such security immediately prior to 4:00 P.M.,
New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such
security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets,
or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the bid and ask prices
of any market makers for such security as reported on OTC Pink (also known as the “pink sheets”) by the OTC Markets,
Inc. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If
the Company and the Holder are unable to agree upon the fair market value of such security, then the Board of Directors of the
Company shall use its good faith judgment to determine the fair market value of such security on such date. The Board of Directors’
determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted
for any share dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(d) “Person”
means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust
or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.


 




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(e) “Principal
Trading Market” means the trading market on which the Ordinary Shares is primarily listed on and quoted for trading,
and which, as of the Original Issue Date shall be The Nasdaq Capital Market.


 


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


 


(g) “Trading
Day” means a day on which the Principal Trading Market is open for trading.


 


(h) “Transfer
Agent” means VStock Transfer, LLC, the Company’s transfer agent for the Ordinary Shares, and the Company or its
designee, with respect to the Warrants.


 


		2.	Registration of Warrants. The Company shall, or shall cause its Transfer Agent to, register
this Warrant, upon records to be maintained by the Company or Transfer Agent for that purpose (the “Warrant Register”),
in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which
this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.



 


		3.	Registration of Transfers. Subject to compliance with all applicable securities laws, the
Company shall, or shall cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant
Register, upon surrender of this Warrant, provided, however, that the Holder shall provide payment of all applicable transfer taxes.
Upon any such registration of transfer, a new warrant to purchase Ordinary Shares in substantially the form of this Warrant (any
such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to
the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations in respect of the New Warrant that the Holder had in respect of this Warrant. The
Company shall, or shall cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant
under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof
as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary.



 


		4.	Exercise and Duration of Warrants.



 


(a) All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and
from time to time on or after the Original Issue Date and through and including the Expiration Date.


 


(b) The Holder may exercise this Warrant
by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise
Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which
this Warrant is being exercised (which may take the form of a “net share exercise” if so indicated in the Exercise
Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company (as determined
in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to
deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have
the same effect as cancellation of the original Warrant and issuance of a New Warrant to the Holder evidencing its right to purchase
the remaining number of Warrant Shares. For the avoidance of doubt, the Company may not substitute, and the Holder may not request,
a cash payment in satisfaction of the Company’s obligation to issue and deliver Warrant Shares pursuant to an Exercise Notice,
other than as specified in Sections 9(c) or 12 of this Warrant.


 






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(c) The
aggregate exercise price of this Warrant, except for a nominal exercise price of $0.01 per share, was pre-funded to the Company
on or prior to the Original Issue Date and, consequently, no additional consideration (other than the nominal exercise price of
$0.01 per share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall
not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance
or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Expiration Date.


 


		5.	Delivery of Warrant Shares.



 


(a) Upon
exercise of this Warrant, the Company shall promptly (but in no event later than two (2) Trading Days after the Exercise Date),
upon the request of the Holder, credit such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such
exercise to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)
through its Deposit Withdrawal Agent Commission system, or if the Transfer Agent is not participating in the Fast Automated Securities
Transfer Program (the “FAST Program”) or if the certificates are required to bear a legend regarding restriction
on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of Ordinary Shares to
which the Holder is entitled pursuant to such exercise. The Holder, or any Person permissibly so designated by the Holder to receive
Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective
of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be.


 


(b) To
the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject
to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional, irrespective of any
action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit the Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary
Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


(c) Compensation
for Buy- In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 5(a) above pursuant to an Exercise Notice, and if after such date the Holder is required by its broker to purchase (in
an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-
In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase
price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue
times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored
(in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have
been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Ordinary Shares having a total purchase price of $11,000 to cover a Buy- In with respect to an attempted exercise of Ordinary Shares
with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy- In and, upon request of the Company, evidence of the amount of such loss.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 






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		6.	Charges, Taxes and Expenses. Issuance and delivery of certificates for Ordinary Shares upon
exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other
incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect
of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of
the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving Warrant Shares upon exercise hereof.



 


		7.	Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or
destruction (in such case) and, in each case, a customary and reasonable indemnity and surety bond, if requested by the Company.
Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and
pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation
of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s
obligation to issue the New Warrant.



 


		8.	Reservation of Warrant Shares. The Company covenants that it will at all times while this
Warrant is 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 this Warrant as herein provided,
the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive
rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions
of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment
of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized and issued, and fully paid
and nonassessable. The Company will take all such action as may be reasonably necessary to assure that such Ordinary Shares may
be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange
or automated quotation system upon which the Ordinary Shares may be listed.



 


		9.	Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise
of this Warrant are subject to adjustment from time to time as set forth in this Section 9.



 


(a) Share
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a share dividend on its Ordinary
Shares or otherwise makes a distribution on any class of capital stock that is payable in Ordinary Shares, (ii) subdivides its
outstanding Ordinary Shares into a larger number of Ordinary Shares, (iii) combines its outstanding Ordinary Shares into a smaller
number of Ordinary Shares or (iv) issues by reclassification of shares of capital stock any additional Ordinary Shares of the Company,
then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of Ordinary
Shares outstanding immediately before such event and the denominator of which shall be the number of Ordinary Shares outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution; provided, however,
that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price
shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted
pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii)
of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 






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(b) Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Ordinary Shares
for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Ordinary Shares covered
by the preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in
each case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after the record date
fixed for determination of stockholders entitled to receive such distribution, the Holder shall be entitled to receive, in addition
to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have
been entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares
immediately prior to such record date without regard to any limitation on exercise contained therein.


 


(c) Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the
Company with or into another Person, in which the Company is not the surviving entity or the stockholders of the Company immediately
prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity
immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all
of its assets in one or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the
Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of the capital
stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates
a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital
stock of the Company or (v) the Company effects any reclassification of the Ordinary Shares or any compulsory share exchange pursuant
to which the Ordinary Shares is effectively converted into or exchanged for other securities, cash or property (other than as a
result of a subdivision or combination of Ordinary Shares covered by Section 9(a) above) (in any such case, a “Fundamental
Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise
of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence
of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of
Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein
(the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company
is not the surviving entity or the Alternate Consideration includes securities of another Person unless prior to or simultaneously
with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets
of the Company) shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing
provisions, the Holder may be entitled to receive, and the other obligations under this Warrant.


 


(d) Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 9,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e) Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest share, as applicable.


 


(f) Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will,
at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number
or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(g) Notice
of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of
cash, securities or other property in respect of its Ordinary Shares, including, without limitation, any granting of rights or
warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into
any material definitive agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes
the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents
thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such
transaction at least ten (10) days prior to the applicable record or effective date on which a Person would need to hold Ordinary
Shares in order to participate in or vote with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such
notice. In addition, if while this Warrant is outstanding, if the Company enters into any material definitive agreement contemplating
or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c), other than a Fundamental
Transaction under clause (iii) of Section 9(c), the Company shall deliver to the Holder a notice of such Fundamental Transaction
at least fifteen (15) days prior to the date such Fundamental Transaction is consummated. To the extent that any notice provided
hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Holder
shall keep such information confidential until the Company shall file such notice with the Commission pursuant to a Current Report
on Form 8-K.


 








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		10.	Payment of Exercise Price. If at the time of exercise hereof there is no effective registration
statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder,
then the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “net share exercise”,
in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:



 


X = Y [(A-B)/A]


 


where:


 


		“X” 	equals the number of Warrant Shares to be issued
to the Holder;





 


		“Y”	equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;



 

 


		“A” 	equals the average of the Closing Sale Prices
of the Ordinary Shares for the five (5) consecutive Trading Days ending on the date immediately preceding the Exercise Date; and



 


		“B”	equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such
exercise.



 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise”
transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed
to have commenced, on the date this Warrant was originally issued (provided that the Commission continues to take the position
that such treatment is proper at the time of such exercise).


 


		11.	Limitations on Exercise.



 


(a) Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise
(or other issuance), the total number of Ordinary Shares then beneficially owned by the Holder and its Affiliates and any other
Persons whose beneficial ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 9.99% of the total
number of then issued and outstanding Ordinary Shares (including for such purpose the Ordinary Shares issuable upon such exercise),
it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and such Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section
11(a) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder
and its Affiliates) and of which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, and the
submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by such Holder and its Affiliates) and of which portion of this Warrant is exercisable,
in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination under this Section 11(a) as to any group status shall be determined
by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 11(a), in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstanding
Ordinary Shares as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent
public announcement by the Company that contains such number of shares or (z) any other notice by the Company or the Transfer Agent
setting forth the number of Ordinary Shares outstanding. Upon the written request of the Holder, the Company shall within three
(3) Trading Days confirm orally and in writing to such Holder the number of Ordinary Shares then outstanding. By written notice
to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the
Holder may waive the provisions of this Section 11(a) (but such waiver will not affect any other holder) to change the beneficial
ownership limitation to such percentage of the number of shares of the Ordinary Shares outstanding immediately after giving effect
to the issuance of Ordinary Shares upon exercise of this Warrant as the Holder shall determine, in its sole discretion, and the
provisions of this Section 11(a) shall continue to apply. Upon such a change by a Holder of the beneficial ownership limitation
from such 9.99% limitation to such other percentage limitation, the beneficial ownership limitation may not be further waived by
such Holder without first providing the minimum notice required by this Section 11(a). Notwithstanding the foregoing, at
any time following notice of a Fundamental Transaction under Section 9(g)(ii) with respect to a Section 9(c)(iii)
Fundamental Transaction, the Holder may waive and/or change the beneficial ownership limitation effective immediately upon written
notice to the Company and may reinstitute a beneficial ownership limitation at any time thereafter effective immediately upon written
notice to the Company.


 






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(b) Notwithstanding
anything to the contrary contained herein, including Section 11(a), the Company shall not effect any exercise of this Warrant,
and the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant
Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of Ordinary Shares beneficially owned by
the Holder and its Affiliates and any other Persons whose beneficial ownership of Ordinary Shares would be aggregated with the
Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed 19.99% of the total number of issued and outstanding
Ordinary Shares of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially
owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Ordinary Shares would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all
of the securities of the Company then outstanding following such exercise. For purposes of this Section 11(b), the aggregate number
of Ordinary Shares or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial
ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall
include the Ordinary Shares issuable upon the exercise of this Warrant with respect to which such determination is being made,
but shall exclude the number of Ordinary Shares which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled
portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion
of any other securities of the Company that do not have voting power (including without limitation any securities of the Company
which would entitle the holder thereof to acquire at any time Ordinary Shares, including without limitation any debt, preferred
stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise
entitles the holder thereof to receive, Ordinary Shares), is subject to a limitation on conversion or exercise analogous to the
limitation contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial
ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act.


 


(c) This
Section 11 shall not restrict the number of Ordinary Shares which a Holder may receive or beneficially own in order to determine
the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated
in Section 9 of this Warrant.


 


		12.	No Fractional Shares. No fractional Warrant Shares will be issued in connection with any
exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be
issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market value (based
on the Closing Sale Price) for any such fractional shares.



 


		13.	Notices. Any and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the
date of transmission, if such notice or communication is delivered via facsimile or confirmed e- mail at the facsimile number or
e-mail address specified in the books and records of the Transfer Agent prior to 5:30 P.M., New York City time, on a Trading Day,
(ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or confirmed
e-mail at the facsimile number or e-mail address specified in the books and records of the Transfer Agent on a day that is not
a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing,
if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by
the Person to whom such notice is required to be given, if by hand delivery.



 






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		14.	Warrant Agent. The Company shall initially serve as warrant agent under this Warrant. Upon
thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company
or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant
agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate
trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such
successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.



 


		15.	Miscellaneous.



 


(a) No
Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any
of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive
notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


(b) Authorized
Shares.


 


(i) Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise
of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this
Warrant.


 


(ii) Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 






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(c) Successors
and Assigns. Subject to the restrictions on transfer set forth in this Warrant and compliance with applicable securities laws,
this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company without the written consent of the
Holder except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit
of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant
shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of
action under this Warrant.


 


(d) Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holders of Warrants representing no less than a majority of the Warrant Shares obtainable upon exercise
of the Warrants then outstanding.


 


(e) Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


(f) Governing
Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT
AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO
THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), 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. NOTHING CONTAINED HEREIN SHALL
BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY
WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(g) Headings.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(h) Severability.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and
the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


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IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	INTEC PHARMA LTD.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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Schedule 1


 


FORM OF NOTICE OF EXERCISE


 


		To:	Intec Pharma Ltd. Ladies and Gentlemen:



 


		(1)	The
                                         undersigned is the Holder of Warrant No.        
                                         (the “Warrant”) issued by Intec Pharma Ltd., a company organized and
                                         existing under the laws of the State of Israel, company number 513022780 (the “Company”).
                                         Capitalized terms used herein and not otherwise defined herein have the respective meanings
                                         set forth in the Warrant.



 


		(2)	The undersigned hereby exercises its right to purchase                           Warrant
Shares pursuant to the Warrant.



 


		(3)	The Holder intends that payment of the Exercise Price shall be made as (check one or both):



 


		☐	a
“cash exercise” with respect to                             
Warrant Shares; and/or



 


		☐	a
“net share exercise” pursuant to Section 10 of the Warrant with respect to                         
Warrant Shares.



 


		(4)	In the event that the Holder has elected a “cash exercise” with respect to some or all of the Warrant Shares, the
Holder shall pay the Exercise Price in the sum of $                      
to the Company in accordance with the terms of the Warrant.



 


		(5)	Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the
terms of the Warrant. Please issue (check applicable box):



 


		☐	A certificate of certificates representing the Holder’s Warrant
Shares in the name of the undersigned or in the following name: _______________



 


		☐	The
Holder’s Warrant Shares in electronic form to the following account:



 


	 	Name and Contact for Broker: 	 
	 	 	 
	 	Broker no:	 
	 	 	 
	 	Account no:	 
	 	 	 
	 	Account holder:	 


 


		(6)	By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company
that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of Ordinary
Shares (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned
under Section 11(a) or Section 11(b), as applicable, of the Warrant to which this notice relates.



 


	Dated: 	 	 	 
	Name of Holder: 	 	 
	By:	                  	 	 
	Name:	 	 	 
	Title:	 	 	 


 


(Signature must conform in all respects to name of Holder as
specified on the face of the Warrant)


 


 


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