Exhibit 10.10


 


SERIES B PREFERRED SHARE PURCHASE
AGREEMENT


 


THIS SERIES B PREFERRED
SHARE Purchase Agreement (the “Agreement”) is made as of
the                         
(the “Effective Date”), by and between Entera Bio Ltd., an Israeli company (the "Company")
and the Investors whose names are listed in Exhibit A hereto (each, an “Investor” and collectively,
the “Investors”).


 


WHEREAS, the
Company wish to raise capital from the Investors (the “Financing”) by means of issuance of Series B Preferred
Shares of the Company, with par value of NIS 0.01 per share (the “Preferred B Shares”), at a price per
share of US $908.78 for each Preferred B Share (the “PPS”), for an aggregate purchase price of at least
US $10,000,000 (the “Required Investment Amount”) and up to a maximum investment amount of US $23,500,000 (the “Maximum
Investment Amount”) and up to a maximum of issuance of 25,858 Preferred B Shares (the “Maximum Purchased
Shares”);


 


WHEREAS, the
Investors desire to invest in the Company pursuant to the terms and conditions more fully set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows.


 


	1.	The Transactions



 


1.1.       Issuance
and Purchase of the Preferred B Shares at the Initial Closing. Subject to the terms and conditions hereof (including without
limitation, the receipt of at least the Required Investment Amount from the Initial Investors(as hereafter defined)), the Company
shall issue and sell to Investors purchasing Preferred B Shares at the Initial Closing (the “Initial Investors”), and
each of the Initial Investors shall, severally and not jointly, purchase from the Company (each in the amount set out in the Purchase
Price column set out opposite each Initial Investor’s name on Exhibit A, as may be amended at each of the Deferred
Closing (as defined below)) at the Initial Closing (as defined below), the respective number of Preferred B Shares as set forth
opposite to each Initial Investor’s name in Exhibit A in consideration for a price per each share equal to the PPS.
The aggregate investment amount to be invested by all Initial Investors at the Initial Closing shall be deemed as the “Initial
Purchase Price”, and aggregate number of Preferred B Shares to be purchased by all Initial Investors shall be deemed
as the “Initial Purchased Shares”.


 


1.2.       Conversion
of the 2016 Convertible Loans at the Initial Closing. Simultaneously with the Initial Closing, the Loan Obligations (as such
term is defined in the 2016 CLA) extended to the Company pursuant to those certain Convertible Loan Agreements dated as of June
14, 2016 by the Lenders listed therein (the “2016 CLA”), shall be automatically converted into such number of
Series B-1 Preferred Shares of the Company, par value of NIS 0.01 per share (the “Preferred B-1 Shares”, and
together with the Preferred B Shares, the “Class B Preferred Shares”), according to the terms and conditions
of the 2016 CLA, and subject to tax withholding as required according to applicable tax laws.


 


1.3.       Issuance
and Purchase of Shares at Deferred Closing(s). Until October 25, 2017, the Company may, at its sole discretion, effect one
or more deferred closings (each, a “Deferred Closing”, and together with Initial Closing, the “Closing(s)”),
on the same terms and conditions as those contained in this Agreement, and issue and allot at such Deferred Closings additional
Preferred B Shares (in an amount not to exceed the Maximum Purchased Shares minus the Initial Purchased Shares) (the “Deferred
Closing Shares”) at the PPS, to one or more investors (including to the Lenders of the 2016 CLA according to its terms)
(the “Additional Investors”, as set forth in Exhibit A, as amended at the Deferred Closings, and together
with the Initial Investors, the “Investors”). The aggregate investment amount to be invested by all Deferred
Investors at the Deferred Closings shall be deemed as the “Deferred Purchase Price” (together with the Initial Purchase
Price, the “Purchase Price”), and the aggregate number of Preferred B Shares to be purchased by all Investors
at the Deferred Closings shall be deemed as the


 




     


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“Deferred Purchased
Shares” (together with the Initial Purchased Shares, the “Purchased Shares”). For the avoidance of doubt
the Purchase Price shall not exceed the Maximum Investment Amount. Each Deferred Investor shall be required to execute the signature
page of this Agreement. Exhibit A will be updated to reflect each Deferred Closing.


 


	2.	Initial Closing 



 


2.1.            Initial
Closing. The transaction set forth in Sections 1.1 and 1.2 above shall take place at such date, time and place as the Company
and the Initial Investors holding the majority of the Initial Purchase Price, including the affirmative consent of D.N.A Biomedical
Solutions Ltd. (the “Majority Investors”) shall mutually agree (the “Initial Closing”, and
the “Initial Closing Date”).


 


2.2.            Transactions
at the Initial Closing. At the Initial Closing, the following transactions shall occur, which transactions shall be deemed
to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such
transactions have been completed and all required documents delivered:


 


2.2.1.     The
Company shall issue the Initial Purchased Shares to the Initial Investors, as provided in Section 1.1 hereof.


 


2.2.2.     The
Company shall deliver to the Initial Investors the following documents or cause the following actions to be completed:


 


2.2.2.1.       Copies
of minutes of the Company's shareholders, in the form attached hereto as Schedule 2.2.2.1(A), by which, among other things,
(i) the share capital of the Company shall have been modified to create the new series of Class B Preferred Shares and the
Existing Articles have been replaced with the Amended and Restated Articles of Association attached hereto as Schedule 2.2.2.1(B)
(the “Amended Articles”), (ii) the shareholders of the Company shall have waived any preemptive in connection
with the issuance of the Purchased Shares, and (iii) this Agreement and all other Transaction Documents (as defined below), shall
have been approved;


 


2.2.2.2.       Copies
of minutes of the resolutions of the Board of Directors of the Company (the “Board”), in the form attached hereto
as Schedule 2.2.2.2, by which the Company's Board (i) approves the issuance and the sale of the Initial Purchased Shares
to the Initial Investors, (ii) recommends to the Company's shareholders to adopt the Amended Articles, and (iii) approves this
Agreement and all other Transaction Documents;


 


2.2.2.3.       Validly
executed share certificates representing the Initial Purchased Shares, issued in the names of the Initial Investors, in the form
attached hereto as Schedules 2.2.2.3;


 


2.2.2.4.       The
Company shall register the allotment of the Initial Purchased Shares to the Initial Investors in the Shareholders Register of the
Company.


 


2.2.3.     The
Initial Investors shall, severally and not jointly, cause the transfer to the Company of the applicable portions of the Initial
Purchase Price in consideration of the Initial Purchased Shares, by wire transfer to the Company’s bank account as designated
by the Company in writing prior to the Initial Closing.


 


2.2.4.     The
Company and the Initial Investors shall execute and deliver the Investors’ Rights Agreement in the form attached hereto as
Schedule 2.2.4 (the “IRA”).


 


2.2.5.     Each
Investor, which is deemed to be an interested party as determined according


 




     


    	 	3	 



    

 


to the Israeli Securities
law shall execute and deliver to the company undertakings to the National Technological Innovation Authority (formerly the Israeli
Office of the Chief Scientist - hereinafter referred to as the "OCS"), as required by the provisions of the Encouragement
of Research, Development and Technological Innovation in the Industry Law 5744-1984 in the form attached hereto as Schedule
2.2.5 (the "OCS Undertakings").


 


	3.	Deferred Closing 



 


3.1.           Initial
Closing. The transaction set forth in Section 1.3 above shall take place at such date, time and place as the Company shall
determine at its sole discretion, in the form of one or more installments, provided that the last Deferred Closing shall occur
no later than October 25, 2017 (each such Deferred Closing shall occur on a “Deferred Closing Date”).


 


3.2.           Transactions
at the Deferred Closing. At the Deferred Closing, the following transactions shall occur, which transactions shall be deemed
to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such
transactions have been completed and all required documents delivered:


 


3.2.1.     Each
Deferred Investor shall execute the signature page of this Agreement.


 


3.2.2.     The
Company shall issue the Deferred Purchased Shares to the Deferred Investors, as provided in Section 1.3 hereof.


 


3.2.3.     The
Company shall deliver to the Deferred Investors validly executed share certificates representing the Deferred Purchased Shares,
issued in the names of the Deferred Investors, and shall register the allotment of the Deferred Purchased Shares to the Deferred
Investors in the Shareholders Register of the Company.


 


3.2.4.     The
Deferred Investors shall, severally and not jointly, cause the transfer to the Company of the applicable portions of the Deferred
Purchase Price in consideration of the Deferred Purchased Shares, by wire transfer to the Company’s bank account as designated
by the Company in writing prior to the Deferred Closing.


 


3.2.5.     The
Deferred Investors shall execute and deliver the IRA.


 


3.2.6.     Each
Deferred Investor, which is deemed to be an interested party as determined according to the Israeli Securities law shall execute
and deliver to the company the OCS Undertaking.


 


	4.	Representations and Warranties of the Company



 


The Company hereby
represents and warrants to the Investors, that except as set forth on the Disclosure Schedule attached as Exhibit 4 to this Agreement
(the “Original Disclosure Schedule”), which exceptions shall be deemed to be part of the of the representations
and warranties made hereunder (and which may be amended from time to time), the each of the representations and warranties contained
in this Section 4 is true in all material respects as of the date hereof, the Initial Closing Date and the Deferred Closing Dates
(or, if a representation or warranty is made as of a specified date, as of such date), provided that the Company may amend and
update the Disclosure Schedule (the “Amended Disclosure Schedule”, and together with the Original Disclosure
Schedule, the “Disclosure Schedule”) and provide the Investors with the Amended Disclosure Schedule prior to
each Deferred Closing (for avoidance of doubt, each Amended Disclosure Schedule shall be deemed as Disclosure Schedule for all
intents and purposes under this Agreement), and acknowledges that the Investors are entering into this Agreement in reliance thereon,
as follows.


 


4.1.           Organization.
The Company is duly organized and validly existing under the laws of the State of Israel, and has full corporate power and authority
to own, lease and operate its properties and


 




     


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assets and to conduct
its business as now being conducted. The Company has all requisite power and authority to execute and deliver the Transaction Documents
and to consummate the transactions contemplated hereby and thereby. The Articles of Association of the Company as in effect immediately
prior to the Initial Closing (until the adoption of the Amended Articles) are attached hereto as Schedule 4.1 (the “Existing
Articles”).


 


4.2.           Subsidiaries. The
Company has no subsidiaries and does not otherwise own or control, directly or indirectly, any equity interest in any corporation,
association or business entity.


 


4.3.           Capitalization.
The capitalization table of the Company attached hereto as Schedule 4.3 (the “Capitalization Table”),
sets forth the number and class of shares held by each shareholder of the Company, the total number of reserved and granted/promised
options, warrants to purchase the share capital of the Company immediately prior to and immediately following the Initial Closing.
The post-closing Capitalization Table as of the Effective Date reflects an Initial Purchase Price of US $10,000,000, provided however
that such Capitalization Table shall be updated upon the Initial Closing to reflect the actual Initial Purchase Price, which in
any case shall be at least US $10,000,000. All issued and outstanding share capital of the Company has been duly authorized, and
is validly issued and outstanding and fully paid and non-assessable. The Purchased Shares, when issued, sold and delivered in accordance
with this Agreement, will be duly authorized, validly issued, fully paid, non-assessable, free of any preemptive rights, will have
the rights, preferences, privileges, and restrictions set forth in the Amended Articles, and duly registered in the name of each
Investor in the Company's register of shareholders.


 


4.4.            Authorization;
Approvals. All corporate action on the part of the Company necessary for the authorization, execution, delivery, and performance
of all of the Company's obligations under this Agreement and any and all other agreements executed or documents delivered in connection
herewith or therewith (collectively, the “Transaction Documents”), and for the authorization, issuance, and
sale of the Purchased Shares being sold under this Agreement has been (or will be) taken prior to the Initial Closing. The Transaction
Documents, when executed and delivered by or on behalf of the Company shall constitute the valid and legally binding obligations
of the Company and legally enforceable against the Company in accordance with their respective terms. Other than the execution
of undertakings to the OCS by certain Investors, if required by law, no consent, approval, order, license, permit, action by, or
authorization of or designation, declaration, or filing with any governmental authority on the part of the Company is required
that has not been, or will not have been, obtained by the Company prior to the Initial Closing in connection with the valid execution,
delivery and performance of the Transaction Documents or the offer, sale, or issuance of the Preferred Series B Shares other than
filings with the Israeli Registrar of Companies to be effected following the Initial Closing.


 


4.5.           No
Breach. Neither the execution and delivery of any of the Transaction Documents nor compliance by the Company with the terms
and provisions thereof, will conflict with, or result in a breach or violation of, any of the terms, conditions and provisions
of: (i) the Existing Articles, (ii) any judgment, order, injunction, decree, or ruling of any court or governmental authority,
domestic or foreign, (iii) any material agreement to which the Company is a party or to which it is subject, or (iv) applicable
law.


 


4.6.    
       Litigation. To the knowledge of the Company, no action, suit, litigation,
proceeding or audit, nor an examination of any governmental entity of which the Company was notified, nor any governmental
inquiry or investigation is pending or, to the knowledge of the Company, threatened against the Company, before any court,
arbitration board or tribunal or administrative or other governmental agency.


 


4.7.           Government
Funding. Other than a grant of approximately US $450,000 from the OCS, the Company has not received any grant or other support
or benefits (including, without limitation, tax benefits) from any Israeli or foreign government entity or agency.


 


4.8.           Limitation
of Liability. Each representation made herein by the Company is deemed to be


 




     


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made on the date of the
Initial Closing and shall survive and remain in full force and effect after the Initial Closing for a period of one (1) year from
the Initial Closing Date. The Company’s liabilities towards each Investor in connection with the Company’s representations
and warranties shall be limited to the amount invested by such Investor hereunder. Notwithstanding the above, no claim or claims
under this Section 1.1 shall be brought, unless the aggregate amount of such claim(s) shall exceed US $100,000, provided that in
case of a claim or claims in excess of the aforesaid threshold, the claim will apply for the entire amount (i.e., from the first
dollar).


 


4.9.           Additional
Representations and Warranties. The Company hereby represents and warrants to the Investors the additional representations
set forth in Exhibit 4.9 to this Agreement.


 


	5.	Representations and Warranties of the Investors 



 


Each Investor hereby represents and warrants,
severally and not jointly, as of the Initial Closing Date, to the Company as follows:


 


5.1.           Experience;
Speculative Nature of Investment. The Investor has experience in evaluating and investing in private placement transactions
of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in
the Company and has the capacity to protect its own interests. Such Investor further acknowledges that this Agreement and the issuance
of the Purchased Shares hereunder do not constitute a promise or guaranty by the Company or its shareholders or directors as to
the financial or commercial success of the Company or the future value of its shares.


 


5.2.           Investment. 
Such Investor is acquiring the Purchased Shares for investment for its own account, not as a nominee or agent, and not with the
view to, or for resale in connection with, any distribution thereof, and such Investor has no present intention of selling, granting
any participation in, or otherwise distributing the same, in each case, unless otherwise agreed in writing prior to or on the Effective
Date by the Company and the Investor.


 


5.3.           Enforceability. 
The Transaction Documents, when executed and delivered by such Investor, will constitute valid and legally binding obligations
of the Investor, enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.


 


5.4.           Authorization.
The execution, delivery and performance of the obligations of such Investor hereunder have been duly authorized by all necessary
corporate action.


 


5.5.           Due
Diligence. The Investor has had an opportunity to ask the Company questions regarding the business, properties, prospects and
financial condition of the Company. The Investor acknowledges that any projections provided (if any) by the Company are uncertain
in nature, and that some or all of the assumptions underlying such projections may not materialize or will vary significantly from
actual results


 


5.6.           Accredited
Investor. The Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).


 


5.7.            Restricted
Securities. The Purchased Shares have not been and will not be registered under the Securities Act or any state securities
laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws
or unless an exemption from such registration requirements is available. Each Investor is aware that, except as set forth in the
IRA, the Company is under no obligation to effect any such registration or to file for or comply with any exemption from registration.
The sale and issuance of the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption
from registration which depends upon, among


 




     


    	 	6	 



    

 


other things, the accuracy
of the Investor’s representations as expressed herein.


 


5.8.           The
Investor understands that the Purchased Shares and any securities issued in respect of or exchange for the Purchased Shares, may
be notated with one or all of the following legends:


 


“THE SHARES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO
OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT
OF 1933.”


 


(a)             Any legend set forth in, or required by, the other Transaction
Agreements.


 


(b)            Any
legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate,
instrument, or book entry so legended.


 


	6.	Conditions of Closing of the Investors



 


The obligations of the
Investors to transfer the applicable Purchase Price at each of the Initial and Deferred Closings, as applicable, are subject to
the fulfillment at or before the applicable Closings of the following conditions precedent, any one or more of which may be waived
in whole or in part by the Investors, which waiver shall be at the sole discretion of the Majority Investors in the event of the
Initial Closing, or the investors holding the majority of the Purchase Price of each Deferred Closing, as applicable:


 


6.1.           The
representations and warranties made by the Company in this Agreement shall have been true and correct when made, and shall be true
and correct as of the applicable Closing as if made on the date of the applicable Closing.


 


6.2.           All
covenants, agreements, and conditions (including all corporate proceedings) contained in this Agreement to be performed or complied
with by the Company prior to the applicable Closing shall have been performed or complied with by the Company prior to or at the
applicable Closing.


 


6.3.           The
Company shall have secured all permits, consents and authorizations that shall be necessary or required lawfully to consummate
this Agreement, if any, and to issue the applicable Purchased Shares at the applicable Closing.


 


6.4.           All
of the documents to be delivered by the Company pursuant to Sections 2.2 or 3.2, as applicable, shall have been delivered
to the Investors.


 


	7.	Conditions of Closing of the Company



 


The Company’s obligations
at each of the Initial and Deferred Closings shall be subject to:


 


7.1.           The
Investors causing the transfer to the Company of the applicable Purchase Price for the applicable Purchased Shares.


 


7.2.           The
representations and warranties made by the Investors herein shall have been true and correct in all respects when made and shall
be true and correct on the date of the applicable Closing.


 


7.3.           All
covenants, agreements and conditions contained in this Agreement to be performed, or complied with, by the Investors prior to the
applicable Closing, shall have been performed or complied with by the Investors.


 




     


    	 	7	 



    

 


7.4.           All
of the documents to be delivered by the Investors pursuant to Sections 2.2 or 3.2, as applicable, shall have been delivered
to the Company.


 


	8.	Conditions of Initial Closing of the Company and the Investors; Termination. The
Investors' and the Company’s obligations at the Initial Closing shall be subject to the receipt by the Company of an aggregate
Initial Purchase Price from the Investors in an amount of at least US $10,000,000. Notwithstanding anything to the contrary in
this Agreement, if the closing condition set forth in this Section 8 is not met by October 25, 2017 (the “Cut-off Date”),
then this Agreement shall effective as of the Cut-off Date immediately and automatically terminate and be of no force and effect,
without requiring any further actions on behalf of the either of the parties to this Agreement, and neither of the parties to this
Agreement shall have any further obligations or claims to any of the other parties to this Agreement following the termination
of this Agreement according to this Section 8.



 


	9.	Miscellaneous



 


9.1.           Further
Assurances. From and after the date of this Agreement, upon the request of the Company, the Company and the Investors shall
execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry
out and to effectuate fully the intent and purposes of this Agreement.


 


9.2.           No Public
Disclosure. Other than with respect to publishing a prospectus by the Company in connection with a future initial public offering
of its securities, with respect to the Lenders pursuant to the Convertible Loans, or with respect to potential future investors
and/or lenders to the Company, no party hereto shall publicly announce or disclose the existence of this Agreement or its terms
and conditions, or advertise or release any publicity regarding this Agreement or the transactions contemplated hereunder (the
“Transaction Terms”), without the prior written consent of the Company and the Majority Investors, except that
(i) the parties hereto may disclose to third parties any information regarding the Transaction Terms which is known or becomes
known to the public in general (other than as a result of a breach of this Section 9.2 by the disclosing party), and (ii)
the parties hereto may disclose Transaction Terms to the extent legally required in order to comply with any court order, applicable
law or order from regulatory authorities.


 


9.3.           Governing
Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, excluding
that body of law pertaining to conflict of law. The competent courts in Tel Aviv-Jaffa district shall have exclusive jurisdiction
over any dispute or claim arising in connection with or as a result of this Agreement; provided however that notwithstanding
the foregoing, only with respect to any individual Investor who is a resident of the United States of America or Canada
or any Investor who is a legal entity incorporated in the United States of America or Canada: (i) each of the Company and
any such Investor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City
of New York, Borough of Manhattan, for the adjudication of any dispute hereunder, 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; (ii) the Company and such Investor 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 the Company at the address set forth in this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof; (iii) nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law; and (iv) the prevailing party,
as determined by such court shall be entitled to collect any costs, disbursements and reasonable attorney’s fees from the
other party.


 


9.4.            Successors
and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges,
or obligations set forth


 




     


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in, arising under, or
created by this Agreement may be assigned or transferred without the prior consent in writing of each party to this Agreement,
with the exception of the transfer of the applicable Purchased Shares by an Investor according to the terms and conditions of the
Amended Articles.


 


9.5.            Entire
Agreement; Amendment and Waiver. This Agreement and the Schedules attached hereto constitute the full and entire understanding
and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended
and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular
instance) only with the written consent of the Company and the Investors holding the majority of the Purchase Price, including
the affirmative consent of D.N.A Biomedical Solutions Ltd.


 


9.6.           Notices,
etc. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be
in writing and shall be faxed, or mailed, postage prepaid, or otherwise delivered by electronic mail, hand or by guaranteed courier,
addressed to such party’s address as set forth below or at such other address as the party shall have furnished to each other
party in writing in accordance with this provision:


 


	if to the Investors: 	The address set forth in the signature page.
	 	 
	if to the Company:	Entera Bio Ltd.
	 	Jerusalem Bio Park
	 	PO Box 12117
	 	Jerusalem 91220
	 	Tel: +972-54-535-2683
	 	Attn: Dr. Phillip Schwartz
	 	E-mail: phillip@enterabio.com
	 	 
	 	with a copy (which shall not constitute notice) to:
	 	Herzog Fox & Neeman, 
	 	4 Weizmann Street, 
	 	Tel-Aviv 6423904, Israel
	 	Attn:  Yair Geva, Adv.; Tomer Farkash, Adv.
	 	Fax no. +972-3-6966464
	 	Email: gevay@hfn.co.il, farkasht@hfn.co.il


 


or such other address with respect to a
party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section
9.6 shall be effective (i) if mailed, two (2) business days after mailing, (ii) if sent by guaranteed courier, the second day
following pick-up by the guaranteed courier, and (iii) if faxed, upon transmission and electronic confirmation of receipt or (if
transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of
receipt. Notices sent by electronic mail shall be deemed received upon confirmation of receipt of such electronic mail message.


 


9.7.           Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default
under this Agreement shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver
on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the
extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any
of the parties, shall be cumulative and not alternative.


 


9.8.           Severability.
If any provision of this Agreement is held by a court of competent


 




     


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jurisdiction to be unenforceable
under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted
as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that
in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by
applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.


 


9.9.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against
the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.


 


9.10.          Expenses.
Each Party shall be responsible and shall bear its own respective costs and expenses related to this Agreement and the performance
of its obligations hereunder, including all of its respective tax consequences.


 


9.11.          Headings.
Article, Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.


 


[Remainder of page
intentionally left blank.]


 




     


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IN WITNESS WHEREOF
the parties have signed this Series B Preferred Share Purchase Agreement as of the date first hereinabove set forth.


 


	The Company:	 
	 	 
	ENTERA BIO LTD.	 
	 	 	 
	By:	/s/ Phillip Schwartz	 
	Name:	Phillip Schwartz	 
	Title:	CEO	 


 


[Signature Page to Entera Bio Ltd. Series
B Preferred SPA]


 




     


    	 	11	 



    

 


	The Investor:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Address: 	 	 



 


	Purchase Price: US$	 	 


 


[Signature Page to Entera Bio Ltd. Series
B Preferred SPA]


 




     


    	 	12	 



    

 


Exhibit A


Investors


 


Initial Closing – October 4, 2017


 


	Name of Investor	Address	Purchase Price

at the Initial

Closing (in US$)	Number
of Preferred B

Shares to be purchased

at the Initial Closing 
	D.N.A. Biomedical Solutions Ltd.	[Intentionally omitted]	6,000,000.00 	6,602
	Robert Stricker 	 	99,965.80 	110
	Jean Marc Bara	 	99,965.80 	110
	Gary S. Gladstein 2009 Revocable Trust 	 	125,411.60 	138
	Ruth T. Benanav Revocable Trust)	 	124,502.86 	137
	Efrat Investments	 	49,982.90 	55
	FirstFire Global Opportunities Fund LLC	 	49,982.90 	55
	Thomas J. Holevas	 	49,982.90 	55
	Harold and Nancy Jacob 	 	24,537.06 	27
	Gil Barel 	 	49,982.90 	55
	Oren Elbaz 	 	29,989.74 	33
	Avi Domoshevizki	 	49,982.90 	55
	Piada Investment 	 	99,965.80 	110
	Rosalind Capital Partners L.P	 	567,078.72 	624
	Rosalind Master Fund L.P.	 	232,647.68 	256
	Gerald Lieberman 	[Intentionally omitted]	99,965.80 	110
	Centillion Fund	[Intentionally omitted]	324,434.46 	357
	Gal Gordon 	 	49,982.90 	55
	Revach Fund LP Investment	 	12,726.00 	14
	Phillip Schwartz	 	5,453.00 	6
	Northlea Partners LLLP	[Intentionally omitted]	24,537.06 	27
	Republic Construction Corporation	[Intentionally omitted]	25,445.84 	28
	Joe N. & Jamie W. Behrendt Revocable Trust dtd 10/30/96	[Intentionally omitted]	24,537.06 	27
	Gibralt US, Inc.	[Intentionally omitted]	249,914.50 	275
	Bozarth LLC	[Intentionally omitted]	49,982.90 	55
	Richard A Brown Trust	[Intentionally omitted]	127,229.20 	140


 




     


    	 	13	 



    

 


	Name of Investor	Address	Purchase Price

at the Initial

Closing (in US$)	Number
of Preferred B

Shares to be purchased

at the Initial Closing 
	Alexander J. Brown Trust	[Intentionally omitted]	127,229.20 	140
	Robert G. Curtin	[Intentionally omitted]	27,263.40 	30
	Robert G. Curtin 401k	[Intentionally omitted]	299,897.40 	330
	Rob DeSantis	[Intentionally omitted]	199,931.60 	220
	Stephen A. DiChiara	[Intentionally omitted]	29,989.74 	33
	James L. Dritz	[Intentionally omitted]	25,445.84 	28
	Norm Dumbroff	[Intentionally omitted]	19,993.16 	22
	Robert D. Frankel	[Intentionally omitted]	14,540.48 	16
	Charles Freeland	[Intentionally omitted]	9,996.58 	11
	John P. Funkey Revocable Trust dtd 2/26/90	[Intentionally omitted]	19,993.16 	22
	John O. Gallant	[Intentionally omitted]	39,986.32 	44
	Albert Gentile & Hiedi Gentile	[Intentionally omitted]	29,989.74 	33
	Richard Gostanian	[Intentionally omitted]	49,982.90 	55
	Gubbay Investments LLC	[Intentionally omitted]	34,533.64 	38
	Joel L. Hochman Revocable Trust UAD 12/8/1994	[Intentionally omitted]	49,982.90 	55
	Edward O'Connell	[Intentionally omitted]	19,993.16 	22
	Michael J. Pierce	[Intentionally omitted]	249,914.50 	275
	Casimir S. Skrzypczak	[Intentionally omitted]	29,989.74 	33
	David & Susan Stollwerk	[Intentionally omitted]	24,537.06 	27
	Howard Stringer	[Intentionally omitted]	24,537.06 	27
	Clayton Struve	[Intentionally omitted]	49,982.90 	55
	Raphael Tshibangu	[Intentionally omitted]	25,445.84 	28
	The Elizabeth M. Walenczyk 2011 Revocable Trust	[Intentionally omitted]	99,965.80 	110
	Michael Zimmerman	[Intentionally omitted]	18,175.60 	20


 





     


    	 	14	 



    

 


Deferred Closing Investors – October
25, 2017


 


	Name of Investor	Address	Purchase Price

at the Deferred

Closing (in US$)	Number
of Preferred B

Shares to be purchased

at the Deferred Closing 
	Asaf Oren 	 	49,982.90	55
	Lars Bader	[Intentionally omitted]	500,737.78	551
	Yisroel Brauner & Chana Brauner	[Intentionally omitted]	50,891.68	56
	Meryle Evans Family Trust	[Intentionally omitted]	50,891.68	56
	Andrew & Melissa Fisher	[Intentionally omitted]	50,891.68	56
	Walter G. Gans	[Intentionally omitted]	18,175.60	20
	M & M Investors (Partnership)	[Intentionally omitted]	99,965.80	110
	Clay Lebhar	[Intentionally omitted]	50,891.68	56
	Clyde Smith McGregor & LeAnn Pedersen Pope Revocable Trust U/A/D 10/22/16	[Intentionally omitted]	908,780.00	1,000
	Daniel Michael 	[Intentionally omitted]	49,982.90	55
	Gilbert S. Omenn	[Intentionally omitted]	100,874.58	111
	David M. Rickey Trust dtd 5/8/02	[Intentionally omitted]	25,445.84	28
	Dyke Rogers	[Intentionally omitted]	50,891.68	56
	Sack Investment Holdings SAS, LLC	[Intentionally omitted]	49,982.90	55
	Sack Family Partners, LP	[Intentionally omitted]	49,982.90	55
	Whiting Holdings, LP 	[Intentionally omitted]	100,874.58	111


 






     


    	 	15	 



    

 


Second Deferred Closing Investors –
December 18, 2017


 



	Name of Investor	Address	Purchase Price

at the Deferred

Closing (in US$)	Number
of Preferred B

Shares to be purchased

at the Deferred Closing 
	Jan Arnett 	[Intentionally omitted]	100,874.58	111
	Lars Bader	[Intentionally omitted]	500,737.78	551