Exhibit 10.18





 


 






 


Entera Bio Ltd.


 


and


 


American Stock Transfer & Trust
Company, LLC, as

Warrant Agent


 





 



 


Warrant Agency Agreement


 


Dated as of [ ], 2018


 




     


     


    

 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT, dated as of [
], 2018 (“Agreement”), between Entera Bio Ltd., a company limited by shares incorporated under the laws of Israel
(the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company
(the “Warrant Agent”).


 


WITNESSETH


 


WHEREAS, pursuant to a registered offering
by the Company of ordinary shares of the Company, nominal value NIS [ ] per share (the “Ordinary Shares”) and
warrants (the “Warrants”) to purchase Ordinary Shares pursuant to an effective registration statement on Form
F-1 (File No. 333-221472), as amended (the “Registration Statement”), the Company wishes to issue Warrants in
book-entry form entitling the respective holders of the Warrants (the “Holders”, which term shall include a
Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants are held in “street
name”, a Participant (as defined below) or a designee appointed by such Participant) to purchase an aggregate of up to [
] Ordinary Shares upon the terms and subject to the conditions hereinafter set forth (the “Offering”);


 


WHEREAS, the Ordinary Shares and Warrants
to be issued in connection with the Offering shall be immediately separable and will be issued separately; and


 


WHEREAS, the Company wishes the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s
transfer agent, the delivery of the Warrant Shares.


 


NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain Definitions. For
purposes of this Agreement, the following terms have the meanings indicated:


 


(a)       “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
Israel or any day on banking institutions in the State of New York or Israel are authorized or required by law or other governmental
action to close.


 


(b)       “Close
of Business” on any given date means 5:00 p.m., New York City time, on such date.


 


(c)       “Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 




     


     


    

 


(d)       “Warrant
Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number
of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this
Agreement shall include delivery of notice from the Depositary or a Participant (each as defined below) of the transfer or exercise
of Warrant in the form of a Global Warrant (as defined below).


 


(d)       “Warrant
Shares” means the Ordinary Shares underlying the Warrants and issuable upon exercise of the Warrants.


 


All other capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms and conditions hereof,
and the Warrant Agent hereby accepts such appointment. The Company may from time to time appoint a co-Warrant Agent as it may,
in its sole discretion, deem necessary or desirable. The Warrant Agent shall have no duty to supervise, and will in no event be
liable for the acts or omissions of, any co-Warrant Agent.


 


Section 3. Global Warrants.


 


(a)       The
Warrants shall be issuable in book-entry form (the “Global Warrants”). All of the Warrants shall initially be
represented by one or more Global Warrants deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee
of The Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary. Ownership of
beneficial interests in the Global Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary
(each such institution, with respect to a Warrant in its account, a “Participant”), in each case, in accordance
with the applicable procedures of the Depositary. All notices and communications to be given to the Holders and all deliveries
to be made to Holders in respect of the Warrants shall be given or made only to, or upon the order of, the registered Holder(s)
(which shall be the Depositary or its nominee in the case of the Global Warrants), and the Company shall not have any responsibility
or liability for the delivery of Warrant Shares or other property to owners of beneficial interests in a Global Warrant, for any
aspect of the records relating to or payments or deliveries made on account of those interests by or to the Depositary, for maintaining,
supervising or reviewing any records of the Depositary relating to such beneficial ownership of those interests or for any act
or omission of the Depositary.


 


(b)       If
the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants or if required by applicable
law, the Company may instruct the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants
are not eligible for, or it is no longer necessary or permitted under applicable law to have the Warrants available in, book-entry
form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each
Global Warrant, and the Company shall instruct the Warrant Agent to deliver to each Holder a Warrant Certificate.


 




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(c)       A
Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such
Holder’s Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in the
form attached hereto as Annex A (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant
Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender
upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate,
a “Warrant Exchange”), the Warrant Agent shall provide a written copy of such Warrant Certificate Request Notice
to the Company, upon receipt of which the Company shall promptly effect the Warrant Exchange by issuing and delivering to the Holder
a Warrant Certificate for the number of Warrants subject to such Warrant Exchange in the name set forth in the Warrant Certificate
Request Notice. Such Warrant Certificate shall be signed in the name and on behalf of the Company by the manual or facsimile signature
of an authorized signatory of the Company and shall be in substantially the form attached hereto as Exhibit 1. The Company
covenants and agrees that, upon a Holder’s submission of a completed Warrant Certificate Request Notice, such Holder (or
such other Person as such Holder may have specified in the applicable Warrant Certificate Request Notice) shall be deemed to be
the holder of a Warrant Certificate representing the number of Warrants subject to such Warrant Certificate Request Notice as of
the Warrant Certificate Request Notice Date and, notwithstanding anything to the contrary set forth herein, the Warrant Certificate
shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate
and the terms of this Agreement, other than Sections 3(c) and 9 hereof, which shall not apply to the Warrants evidenced by the
Warrant Certificate.


 


Section 4. Form of Warrant Certificates.
The Warrant Certificate, together with the form of election to purchase Ordinary Shares (“Notice of Exercise”)
and the form of assignment to be printed on the reverse thereof, shall be in substantially the form of Exhibit 1 hereto.
Any Warrant Certificate may have such letters, numbers or other marks of identification and such notations, legends or endorsements
as the officer executing the same on behalf of the Company may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement and the Warrants, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation
system on which the Warrants may be listed or designated for issuance, or to conform to usage or to indicate any special limitations
or restrictions to which any particular Warrants are subject.


 




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Section 5. Countersignature and Registration.
The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Treasurer,
Secretary or any President or Vice President, either manually or by facsimile signature. The Warrant Certificates shall be countersigned
by the Warrant Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the
Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless,
may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed
such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf
of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of
the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such
an officer.


 


The Warrant Agent will keep or cause to
be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer of the Warrant Certificates
issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number
of Warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant
Agent will create a special account for the issuance of Warrant Certificates.


 


Section 6. Transfer, Split Up, Combination
and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Global
Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section 6 and subject
to applicable law, rules or regulations or any “stop transfer” instructions the Company may give to the Warrant Agent,
at any time after their original issuance, and at or prior to the Close of Business on the Termination Date (as such term is defined
in the Warrant Certificate), any Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants may be transferred,
split up, combined or exchanged for another Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants, as
the case may be, entitling the Holder to purchase a like number of Ordinary Shares as the Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split
up, combine or exchange any Warrant Certificate or Global Warrant shall make such request in writing delivered to the Warrant Agent,
and shall surrender the Warrant Certificate or Warrant Certificates to be transferred, split up, combined or exchanged at the principal
office of the Warrant Agent, provided that no such surrender shall be required by the Holder of a Global Warrant deposited
with the Warrant Agent in accordance with Section 3(a). Any requested transfer of Warrants, whether in book-entry form or certificate
form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant
Agent. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver
to the Person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company
may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer, split up, combination or exchange of Warrant Certificates.


 




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Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include
an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss,
theft or destruction, of indemnity in customary form and amount, and satisfaction of any other reasonable requirements established
by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York, and reimbursement to the Company and the
Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant
Certificate if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery
to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 


Section 7. Exercise of Warrants; Exercise
Price; Termination Date.


 


(a)       The
Warrants shall be exercisable commencing on the Initial Exercise Date (as such term is defined in the Warrant Certificate). The
Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement
shall cease, at or prior to the Close of Business on the Termination Date. Subject to Section 7(b) below, the Holder of a Warrant
may exercise the Warrant in accordance with Section 2(a) and, if applicable, Section 2(c) of the Warrant Certificate. Notwithstanding
any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant
held in book-entry form through the Depositary (or another established clearing corporation performing similar functions) shall
effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction
form for exercise and complying with the applicable procedures to effect exercise that are then required by the Depositary (or
such other clearing corporation, as applicable).


 


(b)       Upon
receipt by the Company of a Notice of Exercise for a “cashless” exercise pursuant to Section 2(c) of the Warrant
Certificate (a “Cashless Exercise”) and following the conclusion of the applicable Calculation Period, the Company
will promptly calculate and notify the Warrant Agent of the number of Warrant Shares issuable in connection with such Cashless
Exercise and deliver (x) a copy of the Notice of Exercise and (y) instruction to issue such number of Warrant Shares, in each case,
to the Warrant Agent (the date on which such notice and instruction are delivered by the Company under this Section 7(b), a “Cashless
Exercise Notice Delivery Date”), which shall issue such number of Warrant Shares in accordance with Section 7(c)
below (it being understood that the notices provided for in this paragraph may be delivered by electronic transmission (including
by way of email attachment)). The Company shall be responsible for making all calculations in respect of each Cashless Exercise,
and the Warrant Agent shall have no liability for making any such calculations.


 




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(c)       Upon
the Warrant Agent’s receipt of (x) (i) an executed Notice of Exercise, which shall have the Warrant Certificate attached
if the Warrants represented thereby are being exercised in full, and (ii) solely in respect of a Cashless Exercise, the instruction
described in Section 7(b) above, in each case, at or prior to the Close of Business on the Termination Date or, if applicable,
the Cashless Exercise Notice Delivery Date and (y) confirmation by the Company of its timely receipt of the Exercise Price
for the Warrant Shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax,
governmental charge or expense reimbursement referred to in Section 6 in cash, or by certified check or bank draft payable to the
order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Notice of Exercise and the
payment of the Exercise Price (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein),
the Warrant Agent shall cause the Warrant Shares to which the Holder is entitled as a result of such exercise to be delivered to
or upon the order of such Holder, registered in such name or names as may be designated by such Holder, no later than the applicable
Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC
system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares
to the Holder or (B) the Warrant is being exercised via Cashless Exercise, then the relevant Warrant Shares shall be transmitted
by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system.
For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i)
or 2(d)(iv) of the Warrant Certificate, such obligation to Holders shall be solely that of the Company and not that of the Warrant
Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder
fails to timely deliver valid payment to the Company of an amount equal to the aggregate Exercise Price of the Warrant Shares to
be purchased upon exercise of such Holder’s Warrants as set forth in Section 7(a) hereof, the Warrant Agent will not obligated
to deliver certificates representing any such Warrant Shares (via DWAC or otherwise).


 


(d)       In
case the Holder of any Warrants shall exercise fewer than all Warrants evidenced by such Holder’s Warrant Certificate, a
new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued
by the Warrant Agent to the Holder of such Warrants or to its duly authorized assigns in accordance with Section 2(d)(ii) of the
Warrant Certificate, subject to the provisions of Section 6 hereof.


 


Section 8. Cancellation and Destruction
of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination
or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or
in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificates shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Warrant
Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates
to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant
Agent to retain such canceled certificates.


 




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Section 9. Certain Representations; Reservation
and Availability of Ordinary Shares.


 


(a)       This
Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery
hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company
in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due
authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration
Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their
terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


(b)       The
Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Ordinary Shares
or its authorized and issued Ordinary Shares held in its treasury, free from preemptive rights, the number of Ordinary Shares that
will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(c)       The
Warrant Agent will create a special reserve for the issuance of Ordinary Shares upon the exercise of Warrants.


 


(d)       The
Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the original issuance or delivery of Warrant Certificates or certificates evidencing Ordinary
Shares upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may
be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery
of certificates for Ordinary Shares in a name other than that of the Holder of the Warrants evidenced by the Warrant Certificate
surrendered for exercise or to issue or deliver any certificate for Ordinary Shares upon the exercise of any Warrants until any
such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrants
at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental
charge is due.


 


Section 10. Ordinary Shares Record Date.
Each Person in whose name any certificate for Ordinary Shares is issued (or whose broker’s account is credited with Ordinary
Shares through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record
for the Ordinary Shares represented thereby on, and such certificate shall be dated (i) in the case of any exercise other than
a Cashless Exercise, the date of delivery of the Notice of Exercise in accordance with Section 2(a) of the Warrant Certificate
or (ii) in the case of a Cashless Exercise, the final day of the related Calculation Period (as such term is defined in the Warrant
Certificate), as applicable; provided, however, that payment to the Company of the aggregate Exercise Price (other than
in the case of a Cashless Exercise) and any applicable transfer taxes shall have been timely made prior to the issuance of such
Ordinary Shares; provided, further, that if the date of such payment and submission, or such final day of the Calculation
Period, as the case may be, is a date upon which the Ordinary Share transfer books of the Company are closed, such Person shall
be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding day on which
the Ordinary Share transfer books of the Company are open.


 




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Section 11. Adjustment of Exercise Price
or Number of Ordinary Shares. The Exercise Price and the number of Ordinary Shares covered by each Warrant are subject to adjustment
from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment
made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Ordinary Shares, thereafter the number of such other shares so receivable
upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Ordinary Shares contained in Section 3 of the Warrant Certificate, and the
provisions of Sections 7, 9(b) through (d) and 13 of this Agreement with respect to the Ordinary Shares shall apply on like terms
to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price
pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of Ordinary
Shares purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 


Section 12. Certification of Adjusted
Exercise Price or Number of Ordinary Shares. Whenever the Exercise Price or the number of Ordinary Shares issuable upon the
exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting
forth the Exercise Price and the number of Ordinary Shares covered by each Warrant, in each case, as so adjusted, and a brief statement
of the facts accounting for such adjustment(s), (b) promptly file with the Warrant Agent and with each transfer agent for the Ordinary
Shares a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of Warrants.


 


Section 13. Fractional Interests.


 


(a)       The
Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any
fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a
rounding of such fraction to the nearest whole Warrant (rounded down).


 


(b)       The
Company shall not issue fractions of Ordinary Shares upon exercise of Warrants or distribute stock certificates which evidence
fractional Ordinary Shares. Whenever any fraction of an Ordinary Share would otherwise be required to be issued or distributed,
the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 




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Section 14. Conditions of the Warrant
Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof,
including the following, to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to
time of the Warrants shall be subject:


 


(a)       Compensation
and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation as separately agreed with the Warrant
Agent for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable and documented out-of-pocket
expenses (including reasonable counsel fees) incurred without gross negligence, bad faith or willful misconduct by the Warrant
Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant
Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful
misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, including
the reasonable and documented costs and expenses of defending against any claim of such liability.


 


(b)       Agent
for the Company. In acting under this Agreement and in connection with the Warrants, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrants
or beneficial owners of Warrants.


 


(c)       Counsel.
The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice
of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the advice of such counsel.


 


(d)       Documents.
The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance
upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper parties.


 


(e)       Certain
Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted
by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on,
or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other obligations of the Company
as freely as if it were not the Warrant Agent hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant Agent
from acting as trustee under any indenture to which the Company is a party.


 




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(f)       No
Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on
any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g)       No
Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any
of the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).


 


(h)       No
Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein
or in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon), all of which are made solely
by the Company.


 


(i)       No
Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against
the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it
in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Company
in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt
of any written demand from a Holder of a Warrant with respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law.


 


Section 15. Purchase or Consolidation
or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant Agent may be merged
or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent
or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the Warrant Agent
or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible
for appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor Warrant Agent
shall succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned but not delivered,
any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates
so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant
Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor
Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and
in this Agreement.


 




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In case at any time the name of the Warrant
Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant
Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that
time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates
either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided
in the Warrant Certificates and in this Agreement.


 


Section 16. Duties of Warrant Agent.
The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all
of which the Company, by its acceptance hereof, shall be bound:


 


(a)       The
Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and
the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.


 


(b)       Whenever
in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by the Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary or any President or Vice President of the
Company; and such certificate shall be full authentication to the Warrant Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such certificate.


 


(c)       Subject
to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith
or willful misconduct, or for a breach by it of this Agreement.


 


(d)       The
Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or
in the Warrant Certificates (except its countersignature thereof) by the Company or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the Company only.


 


(e)       The
Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution and delivery hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant
Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise
Price (other than, for the avoidance of doubt, providing notice to Holders as provided in Section 12(c)) or the making of any change
in the number of Ordinary Shares required under the provisions of Section 11 or 13 or responsible for the manner, method or amount
of any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except with
respect to the exercise of Warrants evidenced by Warrant Certificates after actual notice of any adjustment of the Exercise Price);
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
Ordinary Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any Ordinary Shares will, when
issued, be duly authorized, validly issued, fully paid and nonassessable.


 




    	 	11	 



     


    

 


(f)       Each
party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may reasonably be required by the other party hereto for
the carrying out or performing by any party of the provisions of this Agreement.


 


(g)       The
Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary or any President or Vice President of the Company, and to apply
to such officers for advice or instructions in connection with its duties, and it shall not be liable and shall be indemnified
and held harmless for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such
officer, provided Warrant Agent carries out such instructions without gross negligence, bad faith or willful misconduct.


 


(h)       The
Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal
entity.


 


(i)       The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect
or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and continued employment thereof.


 


Section 17. Change of Warrant Agent.
The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent
to the Company and to each transfer agent for the Ordinary Shares, and to the Holders of the Warrants. The Company may remove the
Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant
Agent, as the case may be, and to each transfer agent for the Ordinary Shares, and to the Holders of the Warrants. If the Warrant
Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant
Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified
in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by a Holder of Warrants (which
shall, with such notice, submit its Warrant Certificate for inspection by the Company), then the Holder of any Warrants may apply
to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement,
the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether
appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States
or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject
to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined
capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor
Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute
and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any
such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent for
the Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrants. However, failure to give any notice provided
for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant
Agent or the appointment of the successor Warrant Agent, as the case may be.


 




    	 	12	 



     


    

 


Section 18. Issuance of New Warrant Certificates.
Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue
new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable
under the several Warrant Certificates made in accordance with the provisions of this Agreement, the Warrants and the Warrant Certificates.


 


Section 19. Notices. Notices or demands
authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrants to or on the Company,
(ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrants to or on the Warrant Agent or (iii)
by the Company or the Warrant Agent to the Holder of any Warrants, shall be deemed given (a) upon receipt, if delivered personally;
(b) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party); (c) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically
or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s
e-mail server that such e-mail could not be delivered to such recipient) and (d) if sent by overnight courier service, one (1)
Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed
to the party to receive the same. If notice is given by facsimile or email, a copy of such notice shall be dispatched no later
than the next Business Day by first class mail, postage prepaid. The addresses, facsimile numbers and e-mail addresses for such
communications shall be:


 




    	 	13	 



     


    

 


		(a)	If to the Company, to its agent for service:



 


Cogency Global Inc.


10 E 40th Street, 40th Floor


New York, New York 10016


Reference: Entera Bio Ltd.


 


     With a copy to:


 


Email: Notice@enterabio.com


 


     And with a copy (for informational
purposes only) to:


 


Michael P. Kaplan, Esq.


Sophia Hudson, Esq.


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, New York 10017


(212) 450-4000


 


and


 


Yair Geva, Adv.


Ron Ben Menachem, Adv.


Tomer Farkash, Adv.


Herzog Fox & Neeman


4 Weizmann Street


Tel Aviv 6423904, Israel


+972 (3) 692-2020


 


		(b)	If to the Warrant Agent, to:



 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Email: [_______]


 


(c)          If to the Holder of any Warrants,
to the address of such Holder as shown on the registry books of the Company. Any notice required to be delivered by the Company
to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding any other provision of
this Agreement, where this Agreement provides for notice of any event to a Holder of any Global Warrant, such notice shall be sufficiently
given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.


 




    	 	14	 



     


    

 


Or, in each of the above instances, to such
other address, facsimile number or e-mail address 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 five (5) days prior to the effectiveness of such change.


 


Section 20. Supplements and Amendments.


 


(a)       The
Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Warrants
in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Warrants or to surrender any
rights or power reserved to or conferred upon the Company in this Agreement, provided that such addition or surrender shall
not adversely affect the interests of the Holders of the Warrants in any material respect.


 


(b)       In
addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a
majority of the Ordinary Shares issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any
manner the rights of the Holders of the Warrants; provided, however, that no modification of the terms (including
but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or reducing the percentage
required for consent to modification of this Agreement may be made without the consent of the Holder of each outstanding Warrant
affected thereby. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver to
the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment complies
with the terms of this Section 20.


 


Section 21. Successors. All covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.


 


Section 22. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrants and the Warrant
Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit
of the Company, the Warrant Agent and the Holders of the Warrants.


 


Section 23. Governing Law. This Agreement
and each Warrant Certificate issued hereunder shall be governed by, and construed in accordance with, the laws of the State of
New York without giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts. This Agreement
may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 




    	 	15	 



     


    

 


Section 25. Captions. The captions
of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


Section 26. Information. The Company
agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Ordinary Shares, except
to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange
Commission.


 


[Signature Page Follows]


 




    	 	16	 



     


    

 


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


 


	 	ENTERA BIO LTD.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


Annex A: Form of Warrant Certificate
Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: American Stock Transfer & Trust Company, LLC, as Warrant
Agent for Entera Bio Ltd. (the “Company”)


 


The undersigned Holder of Ordinary Share Purchase Warrants (“Warrants”)
in the form of Global Warrants issued by the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held
by the Holder as specified below:


 


		1.	Name of Holder of Warrants in form of Global Warrants:
______________________



 


		2.	Name of Holder in Warrant Certificate (if different from
name of Holder of Warrants in form of Global Warrants): ________________________________



 


		3.	Number of Warrants in name of Holder in form of Global
Warrants: _____________



 


		4.	Number of Warrants for which Warrant Certificate shall
be issued: _______________



 


		5.	Number of Warrants in name of Holder in form of Global
Warrants after issuance of Warrant Certificate, if any: ___________



 


		6.	Warrant Certificate shall be delivered to the following
address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The undersigned hereby acknowledges and agrees that, in connection
with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered the number of
Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: __________________________________________________


 


Signature of Authorized Signatory of Investing Entity:
___________________________


 


Name of Authorized Signatory: ______________________________________________


 


Title of Authorized Signatory: _______________________________________________


 


Date: _______________________________________________________________


 




     


     


    

 


Exhibit 1: Form of Warrant Certificate