Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of December 2, 2019, by and between INTEC PHARMA LTD., a company
organized and existing under the laws of the State of Israel, company number 513022780 (the “Company”), and
ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Ordinary Shares
Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


A. Upon the terms and
subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Buyer, and the Buyer has agreed
to purchase, up to Ten Million Dollars ($10,000,000) of the Company’s ordinary shares, no par value per share (the “Ordinary
Shares”), pursuant to Section 1 of the Purchase Agreement (such shares, the “Purchase Shares”), and
(ii) the Company has agreed to issue to the Buyer such number of Ordinary Shares as is required pursuant to Section 4(e) of
the Purchase Agreement (the “Commitment Shares”); and


 


B. To induce the
Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1. DEFINITIONS.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


a. “Person”
means any person or entity including any corporation, a limited liability company, an association, a partnership, an organization,
a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


b.
“Prospectus” means the base prospectus, including all documents incorporated therein by reference, included
in any Registration Statement (as hereinafter defined), as it may be supplemented by a prospectus
or the Prospectus Supplement (as hereinafter defined), in the form in which such prospectus and/or Prospectus Supplement have most
recently been filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to
Rule 424(b) under the 1933 Act, together with any then issued “issuer free writing prospectus(es),” as defined in Rule
433 of the 1933 Act, relating to the Registrable Securities.


 


c. “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more registration statements of the Company under the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor
rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of
effectiveness of such registration statement(s) by the SEC.


 




     


     


    

 


d. “Registrable
Securities” means the Purchase Shares that may from time to time be issued or issuable to the Buyer upon purchases of
the Available Amount under the Purchase Agreement (without regard to any limitation or restriction on purchases), the Commitment
Shares issued or issuable to the Buyer, and any Ordinary Shares issued or issuable with respect to the Purchase Shares, the Commitment
Shares or the Purchase Agreement as a result of any share split, share dividend, recapitalization, exchange or similar event, without
regard to any limitation on purchases under the Purchase Agreement.


 


e. “Registration
Statement” means the Shelf Registration Statement and any other registration statement of the Company, as amended when
it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information
contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) under the 1933 Act or deemed to be a part of
such registration statement pursuant to Rule 430B or 462(b) of the 1933 Act, covering only the sale of the Registrable Securities.


 


f. “Shelf Registration
Statement” means the Company’s existing registration statement on Form S-3 (File No. 333-230016).


 


2. REGISTRATION.


 


a. Mandatory Registration.
The Company shall within two (2) Business Days from the Commencement Date file with the SEC a prospectus supplement to the Shelf
Registration Statement specifically relating to the Registrable Securities (the “Prospectus Supplement”). The
Buyer and its counsel shall have had a reasonable opportunity to review and comment upon such Prospectus Supplement prior to its
filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company
shall use its reasonable best efforts to keep the Shelf Registration Statement effective pursuant to Rule 415 promulgated under
the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the Company no
longer qualifies to make sales under the Shelf Registration Statement (which shall be understood to include the inability of the
Company to immediately register sales of Registrable Securities to the Buyer under the Shelf Registration Statement or any New
Registration Statement (as defined below) pursuant to General Instruction I.B.6 of Form S-3), (ii) the date on which the Company
shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement, or (iii) the date
on which the Purchase Agreement is terminated (the “Registration Period”). The Shelf Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.


 


b. Rule 424 Prospectus.
The Company shall, to the extent required by applicable securities regulations, from time to time file with the SEC, pursuant to
Rule 424 promulgated under the 1933 Act, a prospectus, including any amendments or prospectus supplements thereto, to be used in
connection with sales of the Registrable Securities under the Registration Statement. The Buyer and its counsel shall have two
(2) Business Days to review and comment upon such prospectus prior to its filing with the SEC. The Buyer shall use its reasonable
best efforts to comment upon such prospectus within two (2) Business Days from the date the Buyer receives the final version of
such prospectus.


 




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c. Sufficient Number
of Shares Registered. In the event the number of Ordinary Shares available under the Shelf Registration Statement is insufficient
to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Shelf Registration Statement
or file a new registration statement (a “New Registration Statement”), so as to cover all of such Registrable
Securities as soon as reasonably practicable, but in any event not later than ten (10) Business Days after the necessity therefor
arises. The Company shall use its reasonable best efforts to have such amendment and/or New Registration Statement become effective
as soon as reasonably practicable following the filing thereof.


 


3. RELATED OBLIGATIONS.


 


With respect to the
Registration Statement and whenever any Registrable Securities are to be registered pursuant to Sections 2(a) and (c), including
on the Shelf Registration Statement or on any New Registration Statement, the Company shall use its reasonable best efforts to
effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations:


 


a. The Company shall
prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration Statement
and any New Registration Statement and any Prospectus used in connection with such Registration Statement, as may be necessary
to keep the Registration Statement or any New Registration Statement effective at all times during the Registration Period, subject
to Permitted Delays and Section 3(e) hereof and, during such period, comply with the provisions of the 1933 Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the seller or sellers thereof as set forth in such Registration Statement. Should the Company file a post-effective amendment
to the Registration Statement or a New Registration Statement, the Company will use its reasonable best efforts to have such filing
declared effective by the SEC within thirty (30) consecutive Business Days following the date of filing, which such period shall
be extended for an additional thirty (30) Business Days if the Company receives a comment letter from the SEC in connection therewith.
If (i) there is material non-public information regarding the Company which the Company’s Board of Directors reasonably determines
not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose or (ii)
there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than
in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company
which the Company’s Board of Directors reasonably determines not to be in the Company’s best interest to disclose and
which the Company would be required to disclose under a Registration Statement or a New Registration Statement, then the Company
may postpone or suspend filing or effectiveness of such Registration Statement or New Registration Statement or use of the prospectus
under the Registration Statement or New Registration Statement for a period not to exceed thirty (30) consecutive days, provided
that the Company may not postpone or suspend its obligation under this Section 3(a) for more than sixty (60) days in the aggregate
during any twelve (12) month period (each, a “Permitted Delay”).


 




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b. The Company
shall submit to the Buyer for review and comment any disclosure in the Registration Statement, and all amendments and
supplements thereto (other than prospectus supplements that consist only of a copy of a filed Form 10-K, Form 10-Q or Current
Report on Form 8-K or any amendment as a result of the Company’s filing of a document that is incorporated by reference
into the Registration Statement), containing information provided by the Buyer for inclusion in such document and any
descriptions or disclosure regarding the Buyer, the Purchase Agreement, including the transaction contemplated thereby, or
this Agreement at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to
which Buyer reasonably and timely objects. Upon request of the Buyer, the Company shall provide to the Buyer all disclosure
in the Registration Statement and all amendments and supplements thereto (other than prospectus supplements that consist only
of a copy of a filed Form 10-K, Form 10-Q or Current Report on Form 8-K or any amendment as a result of the Company’s
filing of a document that is incorporated by reference into a Registration Statement) at least two (2) Business Days prior to
their filing with the SEC, and not file any document in a form to which Buyer reasonably and timely objects. The Buyer shall
use its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any
amendments or supplements thereto within two (2) Business Days from the date the Buyer receives the final version thereof.
The Company shall furnish to the Buyer, without charge, any correspondence from the SEC or the staff of the SEC to the
Company or its representatives relating to the Registration Statement or any New Registration Statement.


 


c. Upon request of the
Buyer, the Company shall furnish to the Buyer, (i) promptly after the same is prepared and filed with the SEC, at least one copy
of the Registration Statement and any amendment(s) thereto, including all financial statements and schedules, all documents incorporated
therein by reference and all exhibits, (ii) upon the effectiveness of any amendment(s) to a Registration Statement, a copy of the
prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as
the Buyer may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the
Buyer may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the
Buyer.


 


d. The Company shall
use reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification is available,
the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such
jurisdictions in the United States as the Buyer reasonably requests, (ii) subject to Permitted Delays, prepare and file in those
jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as
may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take
all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify the Buyer who holds Registrable Securities of the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue
sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.


 




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e. Subject to Permitted
Delays, as promptly as reasonably practicable after becoming aware of such event or facts, the Company shall notify the Buyer in
writing if the Company has determined that the Prospectus included in any Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and as promptly as reasonably practical (taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of premature
disclosure of such event or facts) prepare a prospectus supplement or amendment to such Registration Statement to correct such
untrue statement or omission, and, upon the Buyer’s request, deliver a copy of such prospectus supplement or amendment to
the Buyer. In providing this notice to the Buyer, the Company shall not include any other information about the facts underlying
the Company’s determination and shall not in any way communicate any material nonpublic information about the Company or
the Ordinary Shares to the Buyer. The Company shall also promptly notify the Buyer in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to the Buyer by facsimile or e-mail on the same day of such effectiveness),
(ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related information,
and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be
appropriate. In no event shall the delivery of a notice under this Section 3(e), or the resulting unavailability of a Registration
Statement, without regard to its duration, for disposition of securities by Buyer be considered a breach by the Company of its
obligations under this Agreement. The preceding sentence in this Section 3(e) does not limit whether an event of default has occurred
as set forth in Section 9(a) of the Purchase Agreement.


 


f. The Company shall
use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration
Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest practical time and to notify the
Buyer of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any
proceeding for such purpose.


 


g. The Company shall
(i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities if the Principal Market (as such term
is defined in the Purchase Agreement) is an automated quotation system. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section.


 


h. The Company shall
cooperate with the Buyer to facilitate the timely preparation and delivery of certificates or book-entry forms (not bearing any
restrictive legend) representing the Registrable Securities to be offered pursuant to any Registration Statement and enable such
certificates or book-entry forms to be in such denominations or amounts as the Buyer may reasonably request and registered in such
names as the Buyer may request.


 


i. The Company shall
at all times provide a transfer agent and registrar with respect to its Ordinary Shares.


 




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j. If reasonably requested
by the Buyer, the Company shall (i) promptly incorporate in a prospectus supplement or post-effective amendment to the Registration
Statement such information as the Buyer believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of
such prospectus supplement or post-effective amendment as promptly as practicable once notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement
(including by means of any document incorporated therein by reference).


 


k. The Company shall
use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be registered with
or approved by such other governmental agencies or authorities in the United States as may be necessary to consummate the disposition
of such Registrable Securities.


 


l. If reasonably
requested by the Buyer at any time, the Company shall deliver to the Buyer a written confirmation of whether or not the effectiveness of
such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop
order) and whether or not the Registration Statement is currently effective and available to the Company for sale of all of
the Registrable Securities.


 


m. The Company agrees
to take all other reasonable actions as necessary and reasonably requested by the Buyer to expedite and facilitate disposition
by the Buyer of Registrable Securities pursuant to any Registration Statement.


 


4. OBLIGATIONS OF THE
BUYER.


 


a. The Buyer has furnished
to the Company in Exhibit A hereto such information regarding itself, the Registrable Securities held by it and the intended
method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall
notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration
Statement hereunder, and the Buyer shall promptly furnish such information to the Company. The Buyer will as promptly as practicable
notify the Company of any material change in the information set forth in Exhibit A, other than changes in its ownership
of the Ordinary Shares.


 


b. The Buyer agrees to
cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments
and supplements to any Registration Statement hereunder.


 


5. EXPENSES OF REGISTRATION.


 


All reasonable expenses
of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for the Buyer, incurred in connection
with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing
and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by
the Company.


 




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6. INDEMNIFICATION.


 


a. To the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Buyer, each Person, if any, who controls
the Buyer, the members, the directors, officers, partners, employees, agents, representatives of the Buyer and each Person, if
any, who controls the Buyer within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934
Act”) (each, an “Indemnified Person”), against any third party losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement (with the prior consent
of the Company, such consent not to be unreasonably withheld) or reasonable expenses, (collectively, “Claims”)
reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal
taken from the foregoing by or before any court or governmental, administrative or other regulatory agency or body or the SEC,
whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the
Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection
with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the final Prospectus or the omission or alleged omission to state therein any material fact necessary
to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading,
or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant
to the Registration Statement or any New Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are
incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information furnished in writing to the Company by the Buyer or such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement, the
Prospectus or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company; (B)
with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any other Indemnified Person)
if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus,
as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving
rise to a violation; (C) shall not be available to the extent such Claim is based on a failure of the Buyer to deliver, or to cause
to be delivered, the prospectus made available by the Company, if such prospectus was theretofore made available by the Company
pursuant to Section 3(c) or Section 3(e); and (D) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer of the Registrable Securities by the Buyer pursuant to Section 8.


 




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b. In connection with
the Registration Statement, any New Registration Statement or Prospectus, the Buyer agrees to indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers
who signed the Shelf Registration Statement or signs any New Registration Statement, each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the
Buyer set forth on Exhibit A attached hereto or updated from time to time in writing by the Buyer and furnished to the Company
by the Buyer expressly for inclusion in the Shelf Registration Statement or Prospectus or any New Registration Statement or from
the failure of the Buyer to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and, subject to Section 6(d), the Buyer will
reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Buyer, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect and
shall survive the transfer of the Registrable Securities by the Buyer pursuant to Section 8.


 


c. Promptly after receipt
by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of
the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be, and upon
such notice, the indemnifying party shall not be liable to the Indemnified Person or Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Person or Indemnified Party in connection with the defense thereof; provided, however,
that an Indemnified Person or Indemnified Party (together with all other Indemnified Persons and Indemnified Parties that may be
represented without conflict by one counsel) shall have the right to retain its own counsel with the fees and expenses to be paid
by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in connection with any negotiation
or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably
available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep
the Indemnified Party or Indemnified Person fully apprised as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its
written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment
or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation.
Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified
Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under
this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.


 




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d. The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or Indemnified Damages are incurred. Any person receiving a payment pursuant to this Section 6 which
person is later determined to not be entitled to such payment shall return such payment (including reimbursement of expenses) to
the person making it.


 


e. The indemnity agreements
contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


7. CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any party who was not guilty of fraudulent misrepresentation; and (ii) contribution
by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the
sale of such Registrable Securities.


 


8. ASSIGNMENT OF REGISTRATION
RIGHTS.


 


The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer; provided, however,
that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company
remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Buyer may not assign its
rights under this Agreement without the prior written consent of the Company.


 




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9. AMENDMENT OF REGISTRATION
RIGHTS.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Buyer.


 


10. MISCELLANEOUS.


 


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


 


If to the Company:


 


Intec Pharma
Ltd.


12 Hartom Street


Har Hotzvim, Jerusalem 9777512





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







 


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


 


McDermott Will & Emery LLP


340 Madison Avenue

New York, NY 10173





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







 


If to the Buyer:


 


Aspire Capital Fund,
LLC


155 North Wacker Drive, Suite
1600


Chicago, IL 60606





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







 




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


 


Morrison & Foerster LLP


2000 Pennsylvania Avenue, NW, Suite
6000


Washington, DC 20006





	Telephone:	202-778-1611
	Facsimile:	202-887-0763
	Attention:	Martin P. Dunn, Esq.
	Email:	mdunn@mofo.com







 


or at such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party at least one (1) Business Day prior to the effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine containing the time, date, and recipient facsimile number, (C) electronically generated by the sender’s
electronic mail containing the time, date and recipient email address or (D) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of receipt in accordance with clause (i), (ii), (iii) or (iv) above, respectively. Any party
to this Agreement may give any notice or other communication hereunder using any other means (including messenger service, ordinary
mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless it actually
is received by the party for whom it is intended.


 


b. No failure or delay
in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.


 


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


 




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d. This Agreement,
the Purchase Agreement and the other Transaction Documents constitute the entire understanding among the parties hereto with respect
to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement, the Purchase Agreement and the other Transaction Documents supersede
all other prior oral or written agreements between the Buyer, the Company, their affiliates and persons acting on their behalf
with respect to the subject matter hereof and thereof.


 


e. Subject to the requirements
of Section 8, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of
the parties hereto.


 


f. The headings in this
Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


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


 


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


 


i. The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict
construction will be applied against any party.


 


j. This Agreement is
intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.


 


* * * * * *


 




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IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 








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







   




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EXHIBIT A


 


Information About The Buyer Furnished
To The Company By The Buyer


Expressly For Use In Connection With
The Registration Statement and Prospectus


 


Aspire Capital Partners LLC (“Aspire
Partners”) is the Managing Member of Aspire Capital Fund, LLC (“Aspire Fund”). SGM Holdings Corp (“SGM”)
is the Managing Member of Aspire Partners. Mr. Steven G. Martin (“Mr. Martin”) is the president and sole shareholder
of SGM, as well as a principal of Aspire Partners. Mr. Erik J. Brown (“Mr. Brown”) is the president and sole shareholder
of Red Cedar Capital Corp (“Red Cedar”), which is a principal of Aspire Partners. Mr. Christos Komissopoulos (“Mr.
Komissopoulos”) is president and sole shareholder of Chrisko Investors Inc. (“Chrisko”), which is a principal
of Aspire Partners. Mr. William F. Blank, III (“Mr. Blank”) is president and sole shareholder of WML Ventures Corp.
(“WML Ventures”), which is a principal of Aspire Partners. Each of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures,
Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank may be deemed to be a beneficial owner of ordinary shares held by Aspire
Fund. Each of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank disclaims
beneficial ownership of the ordinary shares held by Aspire Fund.


 


 


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