EXHIBIT 4.5 


 





NEITHER
THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED; AND NO SUCH WARRANT MAY BE EXERCISED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED
IN THE MANNER CONTEMPLATED OR EXERCISED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.


 


Effective
Date: _________, 2017


 


ENTERA
BIO LTD.


 


WARRANT TO
PURCHASE SERIES B PREFERRED SHARES


 


Entera
Bio Ltd., a private Israeli company (the “Company”), for value received on the Effective Date, hereby issues
to __________________________ (the “Holder”) this Warrant (the “Warrant”) to purchase ______________
Warrant Shares (as defined below)(as from time to time adjusted as hereinafter provided) , at the Exercise Price (as defined below),
as adjusted from time to time as provided herein, on or before earlier of (i) expiration of five (5) years from the Effective
Date; or (ii) the closing of a Deemed Liquidation Event (as such term is defined in the Company's Articles of Association of the
Company, as may be amended and restated from time to time (the “Articles”) (the “Expiration Date”),
all subject to the following terms and conditions.


 


This
Warrant is one of a series of Warrants of like tenor being issued to the Placement Agent (as defined below) and related persons
in connection with the Company’s private offering (the “Offering”) of the Company’s Series B Preferred
Shares in accordance with, and subject to, the terms and conditions described in the Placement Agency Agreement as of August 25,
2017 (the “Placement Agency Agreement”) entered into by and between the Company and GP Nurmenkari Inc. (the
“Placement Agent”). Capitalized terms used herein without definition have the meanings ascribed to them in
the Placement Agency Agreement.


 


As
used in this Warrant, (i) "Warrant Shares" shall mean the Series B Preferred Shares of the Company, par value NIS 0.01
per share, or any securities issued or issuable, if any, according to Section 3 below, including, but not limited to, the automatic
conversion of Series B Preferred Shares into Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”),
in accordance with the provisions of the Articles (for the avoidance of doubt, it is hereby clarified that upon automatic conversion
of the Preferred


 






     



    


    

 


Shares
of the Company into Ordinary Shares according to the terms of Section 6(b) of the Articles, the term "Warrants Shares"
shall mean Ordinary Shares of the Company); (ii) “Business Day” means any day other than Saturday, Sunday or
any other day on which commercial banks in the City of New York, New York, are authorized or required by law or executive order
to close; (iii) “Exercise Price” means $908.78 per share of Warrant Share, subject to adjustment as provided
herein; (iv) “Trading Day” means any day on which NASDAQ or the primary national stock exchange on which the
Company’s Ordinary Shares may, in the future, be listed, or if not so listed, the OTC Bulletin Board or the OTC Markets,
if quoted thereon, is open for the transaction of business; and (v) “Affiliate” means any person that, directly
or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a person, as such
terms are used and construed in Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).


 


		1.	DURATION
                                         AND EXERCISE OF WARRANTS



 


(a)            Exercise
Period. The Holder may exercise this Warrant in whole or in part on any Business Day on or before 5:00 P.M., New York, New
York Time, on the Expiration Date, at which time this Warrant shall become void and of no value.


 


		(b)	Exercise
                                         Procedures.



 


(i)       Cash.
While this Warrant remains outstanding and exercisable in accordance with Section 1(a), the Holder may exercise this Warrant in
whole or in part at any time and from time to time by:


 


(A)       delivery
to the Company of a duly completed and executed copy of the notice of exercise attached hereto as Exhibit A (the “Notice
of Exercise”), with the “CASH” payment option indicated;


 


(B)       surrender
of this Warrant to the chief financial officer of the Company at its principal offices or at such other office or agency as the
Company may specify in writing to the Holder; and


 


(C)       payment
of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by wire transfer of immediately
available funds, certified check or bank draft payable in lawful money of the United States of America.


 


Provided
that the Holder may not exercise this Warrant unless it establishes to the Company’s satisfaction that it is either
an “accredited investor”, as defined in Regulation D promulgated under the Securities Act, or is not a “U.S.
person” and is exercising such Warrant in an “offshore transaction”, each as defined in Regulation S under the
Securities Act.


 


-


 






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(ii)       Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), and except as limited pursuant to Section
1(b)(iii), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares for which
this Warrant was exercised. Each exercise of this Warrant shall be effective immediately prior to the close of business on the
date (the “Date of Exercise”) that the conditions set forth in Section 1(b)(i) have been satisfied. On or before
the third (3rd) Business Day following the date on which the Company has received each of the items specified in Section
1(b)(i) (including the receipt of the payment of the Aggregate Exercise Price) (the “Exercise Deliverables”),
the Company shall, if public (“public” shall mean if the Company has become tradeable on NASDAQ, a US national
or regional stock exchange or on OTC Markets), transmit an acknowledgment of receipt of the Exercise Deliverables to the Company’s
transfer agent (the “Transfer Agent. On or before the fifth (5th) Business Day following the date on which
the Company has received all of the Exercise Deliverables (the “Share Delivery Date”), the Company shall, provided
that there is an effective registration statement under the Securities Act permitting resale of the Warrant Shares by the Holder
and that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program, upon the request of the Holder (subject to the Holder providing customary assurances that any resale will be
done under such registration statement), cause to be credited to the Holder’s balance account with DTC such number of Warrant
Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant or issue or cause the Transfer Agent to
issue and dispatch by overnight courier to the address as specified in the Notice of Exercise, a certificate, registered in the
Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise.


 


Upon
delivery of the Exercise Deliverables, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares.


 


(c)       Partial
Exercise. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of
Warrant Shares referenced by this Warrant; provided, that any such partial exercise must be for an integral number of Warrant
Shares. If this Warrant is exercised in part, the Company shall issue, at its expense, a new Warrant, in substantially the form
of this Warrant, referencing such reduced number of Warrant Shares that remain subject to this Warrant.


 


(d)       Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 15.


 


		2.	ISSUANCE
                                         OF WARRANT SHARES



 


(a)       The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, (ii) free from all liens, charges and security interests, with the exception of claims arising
through the acts or omissions of any Holder and except as arising from applicable securities laws, and (iii) will be subject to
terms of the Articles.


 


(b)       The
Company shall register this Warrant upon records to be maintained by the Company for that purpose in the name of the record holder
of such Warrant from time to time. The Company may


 






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deem
and treat the registered Holder of this Warrant as the absolute owner thereof for the purpose of any exercise thereof, and for
all other purposes.


 


(c)       Subject
to the terms of this Warrant, the Company will not, by amendment of the Articles, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Company, and will at all times in good faith assist in the carrying
out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to allow the Holder
to exercise this Warrant in accordance with the terms of this Warrant.


 


		3.	ADJUSTMENTS
                                         OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES



 


(a)       General.
The Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from
time to time upon the occurrence of certain events described in this Section 3(a); provided, that notwithstanding the provisions
of this Section 3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require
the Company to issue a number of Warrant Shares, in excess of its authorized but unissued Warrant Shares , less all amounts of
Warrant Shares that have been reserved for issue upon the conversion of all outstanding securities convertible into Warrant Shares,
and the exercise of all outstanding options, warrants and other rights exercisable for Warrant Shares. If the Company does not
have the requisite number of authorized but unissued Warrant Shares to make any adjustment, the Company shall use its commercially
reasonable efforts to obtain the necessary shareholder consent to increase the authorized number of Warrant Shares to make such
an adjustment pursuant to this Section 3(a).


 


(i)       Subdivision
or Combination of Shares. In case the Company shall at any time subdivide (whether by way of share dividend, share split or
otherwise) its outstanding Warrant Shares into a greater number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares purchasable upon the exercise of this Warrant shall
be proportionately increased, and conversely, in case the outstanding Warrant Shares shall be combined (whether by way of share
combination, reverse share split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior
to such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this
Warrant shall be proportionately decreased. The Exercise Price and the number of Warrant Shares purchasable upon the exercise
of this Warrant, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described
in this Section 3(a)(i).


 


(ii)       Share
Dividend. If at any time, or from time to time, the holders of Warrant Shares shall have received or become entitled to receive,
without payment therefor, any shares or other securities that are at any time directly or indirectly convertible into or exchangeable
for Warrant Shares, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend
or other distribution, then the Exercise Price and the number of Warrant Shares to be obtained upon exercise of this Warrant shall
be adjusted proportionately, and the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition
to the number of Warrant Shares receivable thereupon, and without payment of any additional consideration therefor, the amount
of shares and other securities and property (including cash in the cases referred to above) that such Holder would hold on the
date of such exercise had such Holder been the holder of record of such Warrant Shares as of the date on which holders of Warrant
Shares received or became entitled to receive such shares or all other additional shares


 






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and
other securities and property. The Exercise Price and the number of Warrant Shares purchasable upon the exercise of this Warrant,
as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this
Section 3(a)(ii).


 


(iii)       Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the share
capital of the Company, or any consolidation or merger of the Company with another corporation or any other entity, or the sale
of all or substantially all of its assets or other transaction, other than any transaction that is considered as a Deemed Liquidation
Event, shall be effected in such a way that holders of Warrant Shares shall be entitled to receive shares, securities or other
assets or property (an “Organic Change”), then, as a condition of such Organic Change, lawful and adequate
provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in
lieu of the Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented by this
Warrant) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for a
number of outstanding Warrant Shares equal to the number of such shares immediately theretofore purchasable and receivable assuming
the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall be
made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable
upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares, securities or assets thereafter
deliverable upon the exercise hereof. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at
its last address as it shall appear on the books and records of the Company, at least ten (10) calendar days before the effective
date of the closing of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective
or close, and the date as of which it is expected that holders of the Warrant Shares of record shall be entitled to exchange their
shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such
notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing on the date of such notice
to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation
to deliver to such Holder such shares, securities or assets even in the absence of a written instrument assuming such obligation
to the extent such assumption occurs by operation of law.


 


(b)       Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this
Warrant a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting
forth: (i) such adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at
the time would be received upon the exercise of the Warrant.


 


(c)       Reserved.


 






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		4.	TRANSFERS
                                         AND EXCHANGES OF WARRANT AND WARRANT SHARES



 


(a)       Registration
of Transfers and Exchanges. Subject to Section 4(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the chief financial officer of the Company at its principal offices
or at such other office or agency as the Company may specify in writing to the Holder, the Company shall register the transfer
of all or any portion of this Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially
the form of this Warrant, evidencing the acquisition rights transferred to the transferee and a new Warrant, in similar form,
evidencing the remaining acquisition rights not transferred, to the Holder requesting the transfer.


 


(b)       Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
the form of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares, which may then be purchased
hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number
of Warrant Shares as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions
regarding such re-certification of this Warrant to the Secretary of the Company at its principal offices or at such other office
or agency as the Company may specify in writing to the Holder.


 


(c)       Restrictions
on Transfers. This Warrant may not be transferred at any time without (i) registration under the Securities Act or (ii) an
exemption from such registration and, if requested by the Company, a written opinion of legal counsel of the Holder addressed
to the Company that the proposed transfer of the Warrant may be effected without registration under the Securities Act, which
opinion will be in form and from counsel reasonably satisfactory to the Company.


 


(d)       Permitted
Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 4, the Holder may transfer, with
or without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as
such term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by
Section 4(c)(ii), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other
assurances reasonably required by the Company’s counsel.


 


		5.	MUTILATED
                                         OR MISSING WARRANT CERTIFICATE



 


If
this Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder, the Company will, at its expense, issue, in
exchange for and upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new
Warrant, in substantially the form of this Warrant, representing the right to acquire the equivalent number of Warrant Shares;
provided, that, as a prerequisite to the issuance of a substitute Warrant, the Company may require satisfactory evidence
of loss, theft or destruction as well as an indemnity from the Holder of a lost, stolen or destroyed Warrant.


 


		6.	PAYMENT
                                         OF TAXES



 


The
Holder will pay all taxes attributable to the, grant, issuance, exercise, sale, transfer and delivery of this Warrant and the
Warrant Shares. Subject to the foregoing, the Company will pay any


 






    6 



    


    

 


direct
fees and expenses, if any, related to the delivery of this Warrant, the issuance of the Warrant Shares and issuance of certificates
for the Warrant Shares.


 


		7.	FRACTIONAL SHARES



 


No
fractional Warrant Shares shall be issued upon exercise of this Warrant. Upon the full exercise of this Warrant, the Company,
in lieu of issuing any fractional Warrant Share, shall round up the number of Warrant Shares issuable to nearest whole share.


 


		8.	NO SHARE
                                         RIGHTS AND LEGEND



 


No
holder of this Warrant, as such, shall be entitled to vote or be deemed the holder of any other securities of the Company that
may at any time be issuable on the exercise hereof, nor shall anything contained herein be construed to confer upon the holder
of this Warrant, as such, the rights of a shareholder of the Company or the right to vote for the election of directors or upon
any matter submitted to shareholders at any meeting thereof, or give or withhold consent to any corporate action or to receive
notice of meetings or other actions affecting shareholders (except as provided herein), or to receive dividends or subscription
rights or otherwise (except as provide herein).


 


Each
certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued
to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the
following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.


 


		9.	REGISTRATION RIGHTS



 


The
Holder shall be entitled to the registration rights with respect to the Ordinary Shares into which the Series B Preferred Shares
may be converted as set forth in, and subject to the conditions of, the Company’s Amended and Restated Investors’
Rights Agreement.


 






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		10.	NOTICES



 


All
notices, consents, waivers, and other communications under this Warrant must be in writing and will be deemed given to a party
(a) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier service
(costs prepaid); (b) the date of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting
equipment if such notice or communication is delivered prior to 5:00 P.M., New York, New York time, on a Business Day, or the
next Business Day after the date of transmission, if such notice or communication is delivered on a day that is not a Business
Day or later than 5:00 P.M., New York, New York time, on any Business Day; (c) the date received or rejected by the addressee,
if sent by certified mail, return receipt requested, if to the registered Holder hereof; or (d) seven days after the placement
of the notice into the mails (first class postage prepaid), to the Holder at the below address, facsimile number, or e-mail address,
if the registered Holder is not the original purchaser of this Warrant, then as provided in the Form of Assignment delivered to
the Company pursuant to Section 4(a) in connection with the assignment of this Warrant to such Holder, or if to the Company, to
it at:


 


Entera Bio,
Ltd.


Jerusalem Bio
Park


P. O. Box 12117


Jerusalem 91220


Attn: Chief
Executive Officer


Telephone:  +972-54-535-2683


Attn: Dr. Phillip Schwartz

E-mail Address: phillip@enterabio.com


 


(or to such
other address, facsimile number, or e-mail address as the Holder or the Company as a party may designate by notice to the other
party in accordance with this Section 10) with a copy to


 


Herzog
Fox & Neeman


4
Weizmann Street


Tel
Aviv 6423904 Israel


Attention:  Yair
Geva, Adv or Tomer Farkash


Telephone: +972-3-692-2020

Facsimile:  +972-3-6966464


E-mail
Address: gevay@hfn.co.il; farkasht@hfn.co.il


Holder:


 


		11.	SEVERABILITY



 


If
a court of competent jurisdiction holds any provision of this Warrant invalid or unenforceable, the other provisions of this Warrant
will remain in full force and effect. Any provision of this Warrant held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.


 






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		12.	BINDING
                                         EFFECT



 


This
Warrant shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, the registered
Holder or Holders from time to time of this Warrant and the Warrant Shares.


 


		13.	TERMINATION



 


This
Warrant shall terminate and be of no further force and effect on the earlier of 5:00 P.M., New York, New York Time, on the Expiration
Date or the date on which this Warrant has been exercised in full.


 


		14.	GOVERNING
                                         LAW



 


This
Warrant will be governed by and construed under the laws of Israel without regard to conflicts of laws principles that would require
the application of any other law. The Company 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. The Company 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. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. 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.


 


		15.	DISPUTE
                                         RESOLUTION



 


In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile within five (5) Business Days of receipt of
the Notice of Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable
to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such
disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, at its sole discretion,
within five (5) Business Days, submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable
investment bank selected by the Company, or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant or third party appraiser (the "Appraiser") . The Company shall cause at
its expense the Appraiser, to perform the determinations or calculations and notify the Company and the Holder of the results
no later than ten (10) Business Days from the time it receives the disputed determinations or calculations; provided that, if
such disputed determination or arithmetic calculation being submitted by the Holder is determined to be incorrect, then the expense
of the Appraiser shall be the responsibility of the Holder. Such Appraiser's determination or calculation, as the
case may be, shall be final, binding and conclusive upon the parties thereto.


 






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		16.	NOTICES
                                         OF RECORD DATE



 


Upon
(a) any establishment by the Company of a record date of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of
the Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation
of the Company with or into any other corporation or other entity, any transfer of all or substantially all the assets of the
Company, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, or the sale, in a single transaction,
of a majority of the Company’s voting shares (whether newly issued, or from treasury, or previously issued and then outstanding,
or any combination thereof), the Company shall mail to the Holder at least seven (7) days, or such longer period as may be required
by law, prior to the record date specified therein, a notice specifying (i) the date established as the record date for the purpose
of such dividend, distribution, option or right and a description of such dividend, option or right, (ii) the date on which any
such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected
to become effective and (iii) the date, if any, fixed as to when the holders of record of Series B Preferred Shares shall be entitled
to exchange their Series B Preferred Shares for securities or other property deliverable upon such reorganization, reclassification,
transfer, consolation, merger, dissolution, liquidation or winding up.


 


		17.	RESERVATION
                                         OF SHARES



 


The
Company shall reserve and keep available out of its authorized but unissued Warrant Shares, for issuance upon the exercise of
this Warrant, free from pre-emptive rights, such number of Warrant Shares for which this Warrant shall from time to time be exercisable.
The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation. Without limiting the generality of the foregoing, the Company covenants
that it will use commercially reasonable efforts to take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents, including but not limited to consents from the Company’s
shareholders or Board of Directors or any public regulatory body, as may be necessary to enable the Company to perform its obligations
under this Warrant.


 


		18.	HEADINGS



 


The
headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.


 


		19.	AMENDMENT
                                         AND WAIVERS



 


Any
term of this Warrant may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of the Company and the Holders of a majority of
the Warrant Shares issuable upon exercise of the Warrants issued to holders according to the terms of the Placement Agency Agreement.


 






    10 



    


    

 


		20.	NO THIRD
                                         PARTY RIGHTS



 


This
Warrant is not intended, and will not be construed, to create any rights in any parties other than the Company and the Holder,
and no person or entity may assert any rights as third-party beneficiary hereunder.


 


		21.	ENTIRE
                                         AGREEMENT



 


This
Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect
to such subject matter.


 


[Signature
Page Follows]


 




    11 



    


    


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first set forth above.


 


	 	ENTERA
BIO LTD
	 	 
	 	 
	 	By: 	
	 	Name: 	Phillip
Schwartz
	 	Title: 	Chief
Executive Officer



 





 




     



    


    


 


EXHIBIT A


 


NOTICE
OF EXERCISE


 


(To be executed
by Holder of Warrant if Holder desires to exercise Warrant)


 


To Entera
Bio Ltd.:


 


The undersigned
hereby irrevocably elects to exercise this Warrant with respect to ___________________ Warrant Shares (as defined in the Warrant)
as follows:


 


CASH:
Number of Warrant Shares exercised X the Exercise Price (as defined in the Warrant) per share = $_________ (to be paid as provided
in Section 1(b)(i) of the Warrant) plus any applicable taxes payable by the undersigned pursuant to the Warrant.


 


The undersigned
requests that certificates for such shares be issued in the name of:


 


_________________________________________


 


_________________________________________


 


_________________________________________ 


(Please print
name, address and social security or federal employer identification number (if applicable))*


 


If
the shares issuable upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire
upon the exercise of the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued
in the name of and delivered to:


 


_________________________________________


 


_________________________________________


 


_________________________________________


(Please print
name, address and social security or federal employer identification number (if applicable))*


 





	 	Name
of Holder (print): 	 






	 	(Signature): 	 
	 	(By:)  	 
	 	(Title:) 	 
	 	Dated: 	 



 





 






*       If
Warrant Shares are to be issued in any name other than that of the registered Holder of the Warrant, then the Holder must include
an opinion of counsel, reasonably satisfactory to the Company, to the effect that such issuance complies with all applicable securities
laws.


 




     



    


    


 


EXHIBIT B


 


FORM OF ASSIGNMENT


 


FOR
VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers to each assignee set forth below all of
the rights of the undersigned under the Warrant (as defined in and evidenced by the attached Warrant) to acquire the number of
Warrant Shares set opposite the name of such assignee below and in and to the foregoing Warrant with respect to said acquisition
rights and the shares issuable upon exercise of the Warrant:


 


	Name
    of Assignee (and social security or federal employer identification number (if applicable))	Address	Number
    of Shares
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


If
the total of the Warrant Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to
the undersigned.


 


	 	Name
of Holder (print): 	 




	 	(Signature): 	 
	 	(By:)  	 
	 	(Title:) 	 
	 	Dated: