Exhibit 4.2


 


AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT is made as of the 30th day of October, 2013 (the "Agreement"), by and among
PolyPid Ltd., an Israeli company (the “Company”), Xenia Venture Capital Ltd., a company incorporated and registered
under the laws of the State of Israel, registration no. 51-381316-2(the “Series A Holder”), the shareholders
listed on Schedule A attached hereto (the “SeriesA-1 Holders”), the shareholders listed on Schedule B attached
hereto (the “Series B Holders”), the shareholders listed on Schedule B-1 attached hereto (the “SeriesB-1
Holders”) and the investors listed on ExhibitB-1 attached hereto(each, an “Investor” and collectively,
the “Investors”).


 


RECITALS


 


WHEREAS, the Company
and the Investors are parties to the Series B-1 Preferred Share Purchase Agreement of even date herewith (the “Series B-1Purchase
Agreement”) pursuant to which, among other things, the Company shall issue to the Investors Series B-1 Preferred Shares
of the Company, each with a nominal value of NIS 0.1 (“Series B-1PreferredShares”);


 


WHEREAS, the Series B-1
Purchase Agreement provides that as a condition to the closing of the sale of the Series B-1 Preferred Shares, this Agreement
must be executed and delivered by the Investors and the Company; and


 


WHEREAS, in order to
induce the Company to approve the issuance of the Series B-1 Preferred Shares and to induce the Investors to invest funds
in the Company pursuant to the Series B-1Purchase Agreement, the parties hereby agree that this Agreement shall govern the
rights of the Investors, the Series B-1 Holders, the Series B Holders, the Series A-1 Holders and the Series A Holderin respect
of the matters set for herein and the Investors, the Series B Holders, the Series A-1 Holders and the Series A Holder agree to
cause the Company to register ordinary shares of the Company issued or issuable to them and certain other matters; all as set forth
herein;


 


WHEREAS, Series A Holder
is a holder of Series A Preferred Shares of the Company (the “Series A Preferred Shares”), Series A-1 Holders
are holders of Series A-1 Preferred Shares of the Company (the “Series A-1 Preferred Shares”), Series B Holders
are holders of Series B Preferred Shares of the Company (the “Series B Preferred Shares”)and Series B-1 Holders
and the Investors are holders of Series B-1 Preferred Shares of the Company (the “Series B-1PreferredShares”)
(the Series A Preferred Shares, Series A-1 Preferred Shares, Series B Preferred Shares and Series B-1 Preferred Shares, the “Preferred
Shares” collectively) and have previously been provided with certain registration rights pursuant to the Investors’
Rights Agreement, dated as of December 30, 2012(“Series B-1 IRA”), and agrees that this Agreement shall supersede
any registration rights previously granted to the Series A Holder, Series A-1 Holders, Series B Holders and certain Series B-1
Holders.


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants set forth herein, the parties hereto further agree as follows:


 




    	 



    	 



    

  


1.            Registration
Rights. The Company covenants and agrees as follows:


 


1.1          Definitions.
For purposes of this Section ‎1:


 


(a)          The
term “Act” means the United States Securities Act of 1933, as amended.


 


(b)          The
term “Form S-3” means Form S-3 or F-3 under the Act as in effect on the date hereof or any registration
form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference
to other documents filed by the Company with the SEC.


 


(c)          The
term “Holder” means any party to this Agreement owning or having the right to acquire Registrable Securities
or any assignee thereof in accordance with Section ‎1.10hereof.


 


(d)          The
term “Initial Offering” means the Company’s first firm commitment underwritten public offering of its
Ordinary Shares under the Act.


 


(e)          The
term “1934 Act” means the United States Securities Exchange Act of 1934, as amended.


 


(f)          The
term “register,” “registered,” and “registration” refer to a registration
effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration
or ordering of effectiveness of such registration statement or document.


 


(g)          The
term “Registrable Securities” means:(i) the Ordinary Shares issuable or issued upon conversion of the Series
B-1 Preferred Shares, (ii) the Ordinary Shares issuable or issued upon conversion of the Series B Preferred Shares, (iii) the
Ordinary Shares issuable or issued upon conversion of the Series A-1 Preferred Shares, (iv) the Ordinary Shares issuable or
issued upon conversion of the Series A Preferred Shares and (v) any Ordinary Shares of the Company issued as (or issuable
upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with
respect to, or in exchange for, or in replacement of, the shares referenced in (i), (ii), (iii)and (iv)above, excluding in all
cases, however, any Registrable Securities sold by a person in a transaction in which his rights under this Section ‎1
are not assigned.


 


(h)          The
number of shares of “Registrable Securities” outstanding shall be determined by the number of Ordinary Shares
outstanding that are, and the number of Ordinary Shares issuable pursuant to then exercisable or convertible securities that are,
Registrable Securities.


 


(i)          The
term “SEC” shall mean the United States Securities and Exchange Commission.


 






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1.2          Request
for Registration.


 


(a)          Subject
to the conditions of this Section ‎1.2, if the Company
shall receive at any time following the earlier of (i)five (5) years after the date of this Agreement or (ii) six (6) months following
the Initial Offering, a written request from the holders of the Preferred Shares holding more thanfifty percent (50%) of the Registrable
Securities (the “Initiating Holders”) that the Company file a registration statement under the Act covering
the registration of Registrable Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written
notice of such request to all Holders (other than the Initiating Holders), and subject to the limitations of this Section ‎1.2,
use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders
request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s
notice pursuant to this Section 1.2(a). Notwithstanding any other provision of this Section ‎1.2,
if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including
Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten
pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable
Securities on a pro rata basis based on the number of Ordinary Shares issued or issuable upon conversion of Preferred Shares held
by all such Holders, provided, however, that in any event the number of Registrable Securities held by the holders of Series B-1
Preferred Sharesto be included in such underwriting shall not be reduced unless all other securities are first entirely excluded
from the underwriting.


 


(b)          The
Company shall not be required to effect a registration pursuant to this Section ‎1.2:


 


(i)          after
the Company has effected two (2) registrations pursuant to this Section ‎1.2,
and such registrations have been declared or ordered effective; or


 


(ii)         during
the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing
of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject
to Section ‎1.3below, provided that the Company is actively
employing in good faith efforts to cause such registration statement to become effective; or


 


(iii)        if
the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section ‎1.4hereof;
or


 


(iv)        if
the Company shall furnish to Holders requesting a registration statement pursuant to this Section ‎1.2,
a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good
faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders
for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing
for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that
such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period; or


 


(v)         if
the anticipated aggregate offering price (net of any underwriters’ discounts or commissions) is less than $4,000,000.


 




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1.3         Company
Registration.


 


(a)          If
(but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the
Company for shareholders other than the Holders) any of its share capital or other securities under the Act in connection with
the public offering of such securities (other than a registration relating solely to the sale of securities to participants in
a Company share plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act,
a registration on any form that does not include substantially the same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered
is Ordinary Shares issuable upon conversion of debt securities that are also being registered), the Company shall, at such time,
promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20)
days after mailing of such notice by the Company in accordance with Section ‎4.5,
the Company shall, subject to the provisions of Section ‎1.3use
best efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be
registered.


 


(b)         Right
to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under
this Section ‎1.3prior to the effectiveness of such registration
whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall
be borne by the Company in accordance with Section ‎1.7hereof.


 


(c)          Underwriting
Requirements. In connection with any offering involving an underwriting of shares of the Company’s share capital, the
Company shall not be required under this Section ‎1.3to
include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into
an underwriting agreement in customary form with an underwriter or underwriters selected by the majority of the Holders, and then
only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by
the Company. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities held by the holders of Series
B-1 Preferred Shares included in the offering be reduced unless all other securities (other than securities to be sold by the Company)
are first entirely excluded from the offering, and (ii) the number of Registrable Securities held by the holders of Series B-1
Preferred Shares included in the offering be reduced below thirty percent (30%) of the total number of securities included in such
offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the
determination described above and no other shareholder’s securities are included in such offering. For purposes of the preceding
parenthetical concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a partnership
or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners
and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling
Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount
of Registrable Securities owned by all such related entities and individuals.


 


1.4         Form
S-3 Registration. In case the Company shall receive from at least two of the following groups:(i) the Holders of more than
(50%) of the Registrable Securities held by the holders of the Series B-1 Preferred Shares; (ii) the Holders of more than(50%)
of the Registrable Securities held by the holders of the Series B Preferred Shares; (iii) the Holders of more than (50%) of the
Registrable Securities held by the Series A-1 Holders; or (vi) the Series A Holder; a written request or requests that the Company
effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable
Securities owned by such Holder or Holders, the Company shall:


 




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(a)          promptly
give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and


 


(b)          use
best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested
and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities
as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining
in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from
the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification
or compliance, pursuant to this Section ‎1.4:


 


(i)          if
Form S-3 is not available for such offering by the Holders;


 


(ii)         if
the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose
to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’
discounts or commissions) of less than $1,000,000;


 


(iii)        if
the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company
stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company
and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the
right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days
after receipt of the request of the Holder or Holders under this Section ‎1.4;
provided, however, that the Company shall not utilize this right more than once in any twelve month period;


 


(iv)        if
the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations
on Form S-3 for the Holders pursuant to this Section ‎1.4.


 


(c)          Subject
to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested
to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant
to this Section ‎1.4 shall not be counted as requests
for registration effected pursuant to Section ‎1.2.


 


1.5          Obligations
of the Company. Whenever required under this Section‎1to
effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:


 


(a)          prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use best efforts to cause such registration
statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder,
keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution
contemplated in the Registration Statement has been completed;


 




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(b)          prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with
such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement;


 


(c)          furnish
to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements
of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities
owned by them;


 


(d)          use
best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process
in any such states or jurisdictions;


 


(e)          in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering;


 


(f)          notify
each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act or the happening of any event as a result of which the prospectus included in such 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 not misleading in the light of the circumstances then existing;


 


(g)          cause
all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed; and


 


(h)          provide
a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.


 


(i)           furnish,
at the request of any Holder of Registrable Securities covered by such registration statement, on the date that such Registrable
Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section ‎1,
if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the
date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters
in an underwritten public offering, addressed to the underwriters, if any, and to such Holders and (ii) a letter dated such date,
from the independent certified public accountants of the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and such
Holders.


 


1.6          Information
from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section ‎1
with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be
required to effect the registration of such Holder’s Registrable Securities.


 




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1.7          Expenses
of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations,
filings or qualifications pursuant to Sections ‎1.2, ‎1.3and
‎1.4, including (without limitation) all registration, filing
and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the fees and
disbursements of one counsel for the selling Holders shall be borne by the Company. Notwithstanding the foregoing, the Company
shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section ‎1.2or
Section ‎1.4if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable Securitiesto be registered (in which case all participating
Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn
registration), provided, however, that if (i) at the time of such withdrawal, the Holders have learned of
a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of
their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse
change, (ii) the withdrawal was made at the request of the managing underwriter, or (iii) the Initiating Holders requested the
Company to make the withdrawal and have requested to waive their right for one demand registration under Section ‎1.2,
then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section ‎1.2or
‎1.4(except for one request for registration if withdrawal
was made pursuant to subsection (iii) above).


 


1.8          Indemnification.
In the event any Registrable Securities are included in a registration statement under this Section ‎1:


 


(a)          To
the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners or officers, directors and
shareholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Act) for such Holder
and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act, against any losses,
claims, damages or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act or any state securities
laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated
under the Act, the 1934 Act or any state securities laws; and the Company will reimburse each such Holder, underwriter or controlling
person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection ‎(a)shall
not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable in any
such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation
that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration
by any such Holder, underwriter or controlling person.


 




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(b)          To
the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act,
legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement
and any controlling person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act or any state securities laws, insofar
as such losses, claims, damages or liabilities (or actions in respect thereto) 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
furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any person
intended to be indemnified pursuant to this subsection ‎(b)),
for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection ‎(b)shall
not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder (which consent shall not be unreasonably withheld or delayed), provided that in no event shall any indemnity
under this subsection ‎(b)exceed the net proceeds from
the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.


 


(c)          Promptly
after receipt by an indemnified party under this Section ‎1.8of
notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section ‎1.8,
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 the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together
with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party
by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice
to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend
such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section ‎1.8,
but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Section ‎1.8.


 




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(d)          If
the indemnification provided for in this Section 1.8is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in
such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to
correct or prevent such statement or omission.


 


(e)          Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.


 


(f)          The
obligations of the Company and Holders under this Section ‎1.10shall
survive the completion of any offering of Registrable Securities in a registration statement under this Section ‎1,
and otherwise.


 


1.9         Reports
Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated
under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company
to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:


 


(a)          make
and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90)
days after the effective date of the Initial Offering;


 


(b)          file
with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act (at any
time after the Company has become subject to such reporting requirements); and


 


(c)          furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the
effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become
subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3
(at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing
any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant
to such form.


 


1.10       Assignment
of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section ‎1
may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities, provided that
(a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of
such transferee or assignee and the securities with respect to which such registration rights are being assigned; and (b) such
transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement and shall execute
a joinder to that effect; and (c) such assignment or transfer shall be subject to the provisions of the then current Articles of
Association of the Company. In addition, rights to cause the Company to register securities may be freely assigned to any Permitted
Transferee of a Holder (as such term is defined in the Articles of Association of the Company) (the "Permitted Transferee").


 




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1.11         “Market
Stand-Off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter,
during the period commencing on the date of the final prospectus relating to the Company’s initial public offering and ending
on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days) (i) lend,
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Ordinary Shares
or any securities convertible into or exercisable or exchangeable for Ordinary Shares (whether such shares or any such securities
are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or
otherwise. The foregoing provisions of this Section 1.11shall apply only to the Company’s initial public offering of
equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall
only be applicable to the Holders if all officers and directors and greater than five percent (5%) shareholders of the Company
enter into similar agreements. The underwriters in connection with the Company’s initial public offering are intended third
party beneficiaries of this Section 1.11and shall have the right, power and authority to enforce the provisions hereof as
though they were a party hereto.


 


In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder
(and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.


 


1.12        Foreign
Offerings. The provisions and intent of this Section ‎1
shall apply, mutatis mutandis, to any registration of the securities of the Company outside of the United States, to the
extent applicable.


 


1.13        Limitations
on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written
consent of two of the following groups: (i) the majority of the holders of Registrable Securities held by the holders of the Series
B-1 Preferred Shares; (ii) the majority of the holders of Registrable Securities held by the holders of the Series B Preferred
Shares; (iii) the majority of the holders of Registrable Securities held by the Series A-1 Holders and (iv) the Series A Holder,
enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or
prospective holder (a) to include such securities in any registration filed under Section ‎1.3hereof,
or (b) to demand registration of their securities.


 


2.            Covenants
of the Company.


 


2.1          Delivery
of Financial Statements. The Company shall deliver to (i) the Investors; (ii) the Series A-1 Holders and (ii) the Series A
Holder; (iii)the Series B Holders: (iv) the Series B-1 Holders:


 




    	- 10 -



    	 



    

 


(a)          annual
audited financial statements, including a consolidated balance sheet of the Company, as soon as practicable, but in any event no
later than forty five (45) days following the end of the fiscal year audited and certified by a firm of independent certified public
accountants of recognized national standing;


 


(b)          quarterly
unaudited, but reviewed, financial statements, including an unaudited consolidated balance sheet of the Company, as soon as practicable,
but in any event no later than thirty (30) days following the end of each of the first three quarters in each fiscal year;


 


(c)          such
other information as may be reasonably requested by the majority of the holders of Series B-1 Preferred Shares (including the Investors)
(“Series B-1 Majority”), the majority of the holders of Series B Preferred Shares held by the Series B Holders(“Series
B Majority”), the majority of the holders of Series A-1 Preferred Shares held by the Series A-1 Holders(“Series
A-1Majority”) and Series A Holder and any other report or information required by the Series B-1 Holder, Investor, the
Series B Holders, the Series A-1 Holders or the Series A Holder, in order to comply with any applicable law, including without
limitation, securities laws, stock exchange rules and regulations and/or any request of regulatory authorities; and


 


(d)          as
soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a comprehensive budget and
operating plan for the next fiscal year, forecasting the Company’s projected revenue, expenses and cash position on a month-to-month
basis, in such form as shall be determined by the Company and two of the following (i) the Series A Holder, (ii) the Series A-1
Majority;(iii) the Series BMajority,(iv) the Series B-1 Majority;


 


(e)          with
respect to the financial statements called for in subsection ‎(b)
of this Section ‎2.1, an instrument executed by the Chief
Financial Officer or Chief Executive Officer of the Company certifying that such financials were prepared in accordance with GAAP
consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and its
results of operation for the period specified, subject to year-end audit adjustment; and


 


(f)          such
other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Series B-1
Majority, the Series B Majority the Series A-1 Majority and the Series A Holder may from time to time request, provided that if
the Series B-1 Majority, the Series B Majority, the Series A-1 Majority or the Series A Holder shall request such information,
the Company shall provide them such information.


 


2.2         Inspection.
The Company shall permit the Investors, the Series B-1 Holders, the Series B Holders, the Series A-1 Holders and the Series A Holder
to visit and inspect the Company’s properties, to examine its books of account and records and the like to the same extent
of inspection rights as granted to the Board of Directors, and to discuss the Company’s affairs, finances and accounts with
its officers, all at such reasonable times as may be requested by the Investors, the Series B-1 Holders, the Series B Holders,
the Series A-1 Holders or the Series A Holder.


 


2.3         Termination
of Information and Inspection Covenants, Assignment.


 


(a)          The
covenants set forth in Sections ‎2.1and ‎2.2
shall terminate and be of no further force or effect upon the closing of a Qualified Public Offering.


 




    	- 11 -



    	 



    

 


(b)          
The rights pursuant to Sections‎2.1and ‎2.2above
may be assigned or otherwise conveyed by the Investors, the Series B-1 Holders, the Series B Holders, the Series A-1 Holders and
the Series A Holder or the subsequent transferee of either the Investors, the Series B-1 Holders, the Series B Holders, the Series
A-1 Holders or the Series A Holder, to any Permitted Transferee, or to any other transferee.


 


(c)          The
Company and the Series A Holder hereby confirms and agrees that upon the execution of this Agreement, the provisions of Section
10 to the Series A Purchase Agreement are terminated and have no further force and effect.


 


3.            Aggregation
of Shares. Shares held by the Group may be aggregated together, for the purpose of determining the availability of any rights under
this Agreement for such members of the Group, including rights which are conditioned on the relevant shareholder holding shares
representing a minimum percentage, etc.


 


“Group” means the
following shareholders of the Company: Gerry Rubens, David Delevi, Shabtay Vogel, Eitan Adres, Leo Malamud, Adi Lahat, Eftan Investment
Consulting Ltd., Egon Mining and Exploration Ltd.,RB Holding Company S.A., Tiferet Hamechonit Leasing Ltd.,Yaki Delevi, Ory Vogel,WG-Fifth
Ave LLC, Ran Gants, Jose Birnbaum, Six Continents Group LLC Defined Benefit Jeffrey Sacks Trusteeand any transferee thereof.


 


4.            Miscellaneous.


 


4.1          Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities).
Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.


 


4.2          Governing
Law and Jurisdiction.This Agreement shall be governed by and construed in accordance with the laws of the State of Israel,
without giving effect to the principles thereof relating to conflict of laws. The competent courts of the city of Tel Aviv-Jaffa
shall have exclusive jurisdiction to hear all disputes arising in connection with this Agreement and no other courts shall have
any jurisdiction whatsoever in respect of such disputes.


 


4.3          Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.A signed Agreement received by a party hereto via facsimile or electronic mail will
be deemed an original.


 


4.4          Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 


4.5           Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon delivery by confirmed facsimile transmission, nationally
recognized overnight courier service, or upon deposit with the post office, by registered or certified mail, postage prepaid and
addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address
as such party may designate by ten (10) days’ advance written notice to the other parties.


 




    	- 12 -



    	 



    

 


4.6          Expenses.
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled.


 


4.7          Entire
Agreement: Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding
and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or
prospectively) as follows: (a) in the case of an amendment - by the Company, Series B-1 Majority, Series B Majority, Series A-1
Majority and the Series A Holder; and (b) in the case of a waiver - by the party against whom the waiver is to be effective and
by the Company. The parties to this Agreement confirm that the addition of any new investor which will purchase Series B-1 Preferred
Shares of the Company as a party to this Agreement shall not be considered as an amendment of this Agreement and therefore it shall
not require obtaining the consent of any shareholder, provided that such new investor will sign a joiner to this Agreement and
will be deemed as “Investor” for the purposes of this Agreement with respect to the Series B-1 Preferred Shares purchased
by the investor.


 


4.8          The
parties hereby agree that (a) the Investors’ Rights Agreement entered into between the Parties on December30, 2012and any
Investors’ Rights Agreement previously signed between the Company and any party to this Agreement shall no longer be in force
and effect, as of the date hereof; and (b) in the event of any conflict between the terms of this Agreement and any previous agreement
signed between any of the parties prior to the date hereof, this Agreement will prevail. In addition, the Series A Holder agrees
and acknowledges that this Agreement supersedes any registration rights and information rights previously granted to the Series
A Holder, including, without limitation, any rights granted pursuant to the Founders’ and Share Purchase Agreement, dated
as of March 16, 2008including any contractual rights granted in connection with said agreement with respect to the amendment of
the Articles of Association of the Company.


 


4.9          Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.


 


4.10        Aggregation
of Holdings. All shares of Registrable Securities held or acquired by affiliated entities or persons shall be aggregated together
for the purpose of determining the availability of any rights under this Agreement.


 


4.11        Additional
Parties. It is agreed that if any of the Investors, the Series B Holders, the Series A-1 Holders or the Series A Holder shall
assign its rights under the applicable Share Purchase Agreement or otherwise sell or transfer any Preferred Shares of the Company
(as such term is defined in the Articles of Association of the Company) to any other purchaser (“Additional Party”),
such Additional Party shall be added as a party to this Agreement as "Investor" (in the event that Series B Preferred
Shares were purchased), as a “Series B Holder” (in the event that Series B Preferred Shares were purchased) “Series
A-1 Holder” (in the event that Series A-1 Preferred Shares were purchased) and as a “Series A Holder” (in the
event that Series A Preferred Shares were purchased) with respect to any or all of the preferred shares purchased by such Additional
Investor and shall thereupon be deemed for all purposes an “Investor”, “Series B Holder” “Series
A-1 Holder” or “Series A Holder” (as applicable) hereunder.


 


[Remainder of Page
Intentionally Left Blank- Signature Page to Follow]


  




    	- 13 -



    	 



    

 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.


 


	 	COMPANY
	 	 
	 	POLYPID LTD.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	- 14 -



    	 



    

 





	 	 
	David Segal	 
	 	 
	 	 
	Amir Weisberg	 
	 	 
	 	 
	Xenia Venture Capital Ltd.	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	Uri Rabinovitz	 
	 	 
	 	 
	Zvi Pugach	 
	 	 
	 	 
	Rami Lerner	 
	 	 
	 	 
	Yehiella Metzger	 
	 	 
	 	 
	Yafit Shtark	 
	 	 
	 	 
	Yechezkel Berenholtz	 
	 	 
	 	 
	Shirat Hachaim Ltd.	 
	 	 
	 	 
	Aurius Trade Limited	 
	By:	 	 
	Name:	 
	Title:	 




 




    	- 15 -



    	 



    

 


	 	 
	David Lichtblau	 
	 	 
	 	 
	Margalit Lichtblau	 
	 	 
	 	 
	Emanuel Noam	 
	 	 
	 	 
	Shlomo Barak	 
	 	 
	 	 
	Moshe Noiman	 
	 	 
	 	 
	Yosef Dotan	 
	 	 
	 	 
	Yehuda Nir	 
	 	 
	 	 
	Aharon Lukach	 
	 	 
	 	 
	Ramon Gustilo	 
	 	 
	 	 
	Gerry Rubens	 
	 	 
	 	 
	David Delevi	 
	 	 
	 	 
	Shabtai Vogel 	 
	 	 
	 	 
	Eitan Adres	 
	 	 
	 	 
	Leo Malamud 	 


 




    	- 16 -



    	 



    

 





	 	 
	Adi Lahat	 
	 	 
	 	 
	Eftan Investment Consulting Ltd.	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	Egon Mining and Exploration Ltd.	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	RB Holding Company S.A.	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	Tiferet Hamechonit Leasing Ltd.	 
	By:	 	 
	Name: 	 
	Title:	 
	 	 
	 	 
	Yaki Delevi	 
	 	 
	 	 
	Ory Vogel	 
	 	 
	 	 
	WG-Fifth Ave LLC	 




 




    	- 17 -



    	 



    

 


	 	 
	Ran Gants	 
	 	 
	 	 
	Jose Birnbaum	 
	 	 
	 	 
	Six Continents Group LLC Defined Benefit Jeffrey Sacks Trustee
	By:	 	 
	Name: 	 
	Title:	 
	 	 
	 	 
	Max Pohl	 
	 	 
	 	 
	Orit Har-Even	 
	 	 
	 	 
	Yaniv Amos	 
	 	 
	 	 
	MegaBridge Holdings Ltd.	 
	By:	 	 
	Name: 	 
	Title:	 
	 	 
	 	 
	Shimon Cohen	 
	 	 
	 	 
	Rafi Cohen	 


 




    	- 18 -



    	 



    

 


	 	 
	Amiram Peled	 
	 	 
	 	 
	Yitzhak Poran	 
	 	 
	 	 
	Ido Greenberg	 
	 	 
	 	 
	Raphael Rebhan	 
	 	 
	 	 
	Giora Hagity	 


 




    	- 19 -



    	 



    

 


Schedule A


 


A-1 Holders


 


Amir Weisberg


David Segal


Aharon Lukach


Yosef Dotan


Yehuda Nir


 




    	- 20 -



    	 



    

 


Schedule B


 


B Holders 


 


David Segal


Aharon Lukach


Yosef Dotan


Yehuda Nir


Uri Rabinovitz


Zvi Pugach


Rami Lerner


Yehiella Metzger


Yafit Shtark


Yechezkel Berenholtz


Shirat Hachaim Ltd.


Xenia Venture Capital Ltd.


 




    	- 21 -



    	 



    

 


Schedule B-1


 


Series B-1 Holders 


David Segal


Xenia Venture Capital Ltd.


Uri Rabinovitz


Zvi Pugach


Rami Lerner


Yehiella Metzger


Yafit Shtark


Yechezkel Berenholtz


Shirat Hachaim Ltd.


Aurius Trade Limited


David and Margalit Lichtblau


Gerry Rubens


David Delevi


Shabtai Vogel


Eitan Adres


Leo Malamud


Eftan Investment Consulting Ltd.


Egon Mining and Exploration Ltd.


RB Holding Company S.A.


Dr. Adi Lahat


Tiferet Hamechonit Leasing Ltd.


Max Pohl


Orit Har-Even


Yaniv Amos


MegaBridge Holdings Ltd.


Ramon Gustilo


 




    	- 22 -



    	 



    

 


ExhibitB-1


 


		1.	Amir Weisberg



		2.	Aharon Lukach



		3.	Yosef Dotan



		4.	Yehuda Nir



		5.	Zvi Pugach



		6.	Rami Lerner



		7.	Yehiella Metzger



		8.	Yafit Shtark



		9.	Yechezkel Barenholz



		10.	Shirat Hachaim Ltd.



		11.	Aurius Trade Limited



		12.	Gerry Rubens



		13.	David Delevi



		14.	Leo Malamud



		15.	Adi Lahat



		16.	Eftan Investment Consulting Ltd.



		17.	Egon Mining and Exploration Ltd.



		18.	Yaki Delevi



		19.	Ory Vogel



		20.	WG-Fifth Ave LLC



		21.	Ran Gants



		22.	Jose Birnbaum



		23.	Six Continents Group LLC Defined Benefit Jeffrey Sacks Trustee



		24.	David and Margalit Lichtblau



		25.	MegaBridge Holdings Ltd.



		26.	Max Pohl



		27.	Shimon Cohen



		28.	Rafi Cohen



		29.	Amiram Peled



		30.	Itzhak Foren



		31.	Ido Grinberg



		32.	Raphael Rebhan



 


71330\0\57


 




    	- 23 -