Exhibit 10.8


 


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


THIS AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT is made as of the 26th day of November 2008, by and among
PainReform Ltd., an Israeli company (the “Company”), and each of the investors listed on Schedule A hereto,
each of which is referred to in this Agreement as an “Investor”, and any additional
investor that becomes a party to this Agreement in accordance with Section 4.9
hereof.


 


RECITALS


 


WHEREAS, the Company and the Investors are
parties to that certain Series A Preferred Share Purchase Agreement dated as of November 20, 2008 (the “Purchase Agreement”);
and


 


WHEREAS, the Company and certain of the Investors
are parties to that certain Investors’ Rights Agreement dated as of July 2, 2008 (the “Original IRA”);
and


 


WHEREAS, in order to induce the Company to
enter into the Purchase Agreement and to induce the Investors to invest funds in the Company pursuant to the Purchase Agreement,
the Investors and the Company hereby agree to amend and restate in its entirety the Original IRA such that this Agreement shall
govern the rights of the Investors to cause the Company to register Ordinary Shares issuable to the Investors, and to receive certain
information from the Company, and shall govern certain other matters as set forth in this Agreement;


 


NOW, THEREFORE, the parties hereby agree as
follows:


 


1. Definitions.
For purposes of this Agreement:


 


1.1. “Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under
common control with such Person, including without limitation any general partner, managing
member, officer or director of such Person or any venture capital fund now or hereafter
existing that is controlled by one or more general partners or managing members of, or shares the same management company with,
such Person.


 


1.2. “Ordinary
Shares” means Ordinary Shares of the Company, nominal value NIS0.01 each.


 


1.3. “Damages”
means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the
Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises
out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement
of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
(ii) an 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 indemnifying
party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any
state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities
law.


 






     


     


    

 


1.4. “Derivative
Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in
each case, directly or indirectly), Ordinary Shares, including options and warrants.


 


1.5. “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


1.6. “Excluded
Registration” means (i) a registration relating to the sale of securities to employees of the Company or a
subsidiary pursuant to a share option, share purchase, or similar plan; (ii) a registration relating to an SEC Rule 145
transaction; (iii) 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 (iv) a registration in which
the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being
registered.


 


1.7. “Form
S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under
the Securities Act subsequently adopted by the SEC.


 


1.8. “Form
S-2” means such form under the Securities Act as in effect on the date hereof or any successor registration form under
the Securities Act subsequently adopted by the SEC.


 


1.9. “Form
S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed
by the Company with the SEC.


 


1.10. “GAAP”
means generally accepted accounting principles in the United States.


 


1.11. “Holder”
means any holder of Registrable Securities who is a party to this Agreement.


 


1.12. “Initiating
Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.13.
“IPO” means the Company’s first underwritten public offering of its Ordinary Shares under the Securities Act.


 


1.14. “Major
Investor” means any Investor that, individually or together with such Investor’s Permitted Transferees, holds at
least 5% of the voting power represented by the then issued and outstanding shares of the Company.


 


1.15. “Permitted
Transferee” shall have the meaning set forth in the Company’s Articles of Association, as may be amended from time
to time.


 


1.16.
“Person” means any individual, corporation, partnership, trust, limited liability company, association or
other entity.


 


1.17. “Preferred
Shares” means Series A Preferred Shares of the Company, nominal value NIS 0.01 each.


 






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1.18. “Registrable
Securities” means (i) the Ordinary Shares issuable or issued upon conversion of the Preferred Shares; (ii) any Ordinary
Shares, or any Ordinary Shares issued or issuable (directly
or indirectly) upon conversion and/or exercise of any other
shares or securities of the Company, held by the Investors on the date hereof
or acquired by the Investors after the date hereof; and (iii) any Ordinary Shares 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 clauses (i) and (ii) above; excluding, however, in all cases,
any Registrable Securities sold by a Person in a transaction in which the applicable rights
under this Agreement are not assigned pursuant to Section
4.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant
to Section 2.12 of this Agreement.


 


1.19. “Registrable
Securities then outstanding” means the number of shares determined by adding the number
of outstanding Ordinary Shares that are Registrable Securities and the number of Ordinary
Shares issuable (directly or indirectly) pursuant to then exercisable and/or
convertible securities that are Registrable Securities.


 


1.20. “SEC”
means the Securities and Exchange Commission.


 


1.21. “SEC
Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.22. “SEC
Rule 144(k)” means Rule 144(k) promulgated by the SEC under the Securities Act.


 


1.23. “SEC
Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.24. “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.25. “Selling
Expenses” means all underwriting discounts, selling commissions, and share
transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except
for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as
provided in Section 2.6.


 


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


 


2.1. Demand Registration.


 


(a) Form
S-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the registration statement
for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the
Company file a Form S-1 registration statement
with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the
anticipated aggregate offering price, net of Selling Expenses, would exceed $5 million), then the Company shall (i) within ten
(10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other
than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request
is given by the Initiating Holders, use commercially reasonable efforts to file a Form S-1
registration statement under the Securities Act covering all Registrable Securities that the Initiating
Holders requested to be registered and any additional
Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each
such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to
the limitations of Section 2.1(c) and Section
2.3.


 






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(b) Form
S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request
from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration
statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net
of Selling Expenses, of at least $1 million, then the Company shall (i) within ten (10) days after the date such request is given,
give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within
forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under
the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as
specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and
in each case, subject to the limitations of Section 2.1(c) and Section 2.3.


 


(c)
Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this
Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment
of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration
statement to either become effective or remain effective for as long as such registration statement otherwise would be required
to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization,
or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company
has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements
under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing,
and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more
than one hundred twenty (120) days after the request of the Initiating Holders is given; provided, however, that the Company
may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not
register any securities for its own account or that of any other shareholder during such one hundred twenty (120) day period other
than an Excluded Registration.


 


(d) The Company shall
not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a)
(i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing
of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration,
provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration
statement to become effective; (ii) after the Company has effected two registrations pursuant
to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that
may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b).
The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b)
(i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and
ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company
is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
or (ii) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately
preceding the date of such request. A registration shall not be counted as “effected” for purposes of this
Section 2.1(d) until such time as the applicable registration statement has been
declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the
registration expenses therefor, and forfeit their right to one demand registration statement
pursuant to Section 2.6, in which case
such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d).


 






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2.2. Company Registration.
If the Company proposes to register (including, for this purpose, a registration effected by the Company for shareholders other
than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely
for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration.
Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject
to the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested
to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it
under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include
Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be
borne by the Company in accordance with Section 2.6.


 


2.3. Underwriting
Requirements.


 


(a) If, pursuant to Section
2.1, the Initiating Holders intend to distribute the Registrable Securities covered
by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section
2.1, and the Company shall include such information in the Demand Notice. The underwriter(s)
will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such
event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in
the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting
shall (together with the Company as provided in Section 2.4(e)) enter into
an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision
of this Section 2.3, if the managing underwriter(s) advise(s) the Initiating Holders
in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders
shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable
Securities that may be included in the underwriting shall be allocated among such Holders
of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable
Securities owned by each Holder or in such other proportion as shall mutually be agreed to by
all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be
included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.


 






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(b) In connection with
any offering involving an underwriting of shares of the Company’s share capital pursuant to Section 2.2, the Company
shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept
the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters
in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities,
including Registrable Securities, requested by shareholders to be included in such offering exceeds the number of securities to
be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success
of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable
Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering.
If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such
offering, then the Registrable Securities that are included in such offering shall be allocated
among the selling Holders in proportion (as nearly as practicable to) the number of Registrable
Securities owned by each selling Holder
or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event
shall the number of Registrable Securities 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. For purposes
of the provision in this Section 2.3(b) concerning apportionment, for any
selling Holder, such Holder and the Permitted Transferees of such Holder 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 number of Registrable Securities owned by all Persons included in such “selling Holder,”
as defined in this sentence.


 


(c) For purposes of Section
2.1, a registration shall not be counted as “effected” if, as a result
of an exercise of the underwriter’s cutback provisions in Section 2.3(a),
fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such
registration statement are actually included.


 


2.4. Obligations
of the Company. Whenever required under this Section 2 to 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 its commercially reasonable 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; provided, however, that such one hundred
twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter
of Ordinary Shares (or other securities) of the Company, from selling any securities included in such registration;


 


(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 Securities Act in order to enable the disposition of all securities covered by
such registration statement;


 






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(c) furnish to the selling
Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such
other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;


 


(d) use its commercially
reasonable 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 selling Holders; provided that the Company shall
not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions,
unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;


 


(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 underwriter(s) of such offering;


 


(f) use its commercially
reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities
exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company
are then listed;


 


(g) provide a transfer
agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such registration;


 


(h) promptly make available
for inspection by the selling Holders, any managing underwriter(s) participating in any
disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter
or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company,
and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary
or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence
in connection therewith;


 


(i) notify each selling
Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective
or a supplement to any prospectus forming a part of such registration statement has been filed; and


 


(j) after such registration
statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration
statement or prospectus.


 


2.5. Furnish Information.
It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 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 is reasonably required to effect
the registration of such Holder’s Registrable Securities.


 






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2.6. Expenses of
Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications
pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting
fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling
Holders (“Selling Holder Counsel”), shall be borne and paid by the
Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding
begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a
majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based
upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority
of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a)
or Section 2.1(b), as the
case may be; provided further that if, at the time of such withdrawal, the Holders shall 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 after learning of such information then the Holders shall not be required
to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)
or Section 2.1(b). All Selling Expenses relating to Registrable Securities
registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable
Securities registered on their behalf.


 


2.7. Delay of Registration.
No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this
Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section
2.


 


2.8. Indemnification.
If any Registrable Securities are included in a registration statement under this Section 2:


 


(a) To the extent permitted
by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and shareholders
of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for
each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or
the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other
aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any
claim or proceeding from which Damages may result, as such expenses are incurred; provided,
however, that the indemnity agreement contained in this Section 2.8(a)
shall not apply to amounts paid in settlement of any such claim or proceeding if such
settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and
in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other
aforementioned Person expressly for use in connection with such registration.


 






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(b) To the extent permitted
by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and 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 Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other
Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against
any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance
upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection
with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or
other expenses reasonably incurred thereby in connection with investigating or defending any claim
or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 2.8(b) shall not apply to amounts paid
in settlement of any such claim or proceeding if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the
aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed
the proceeds from the offering received by such Holder (net of any Selling Expenses paid
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 2.8 of notice of the commencement
of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8,
give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such
action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice
has been given, and 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 action. The failure to give notice
to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party
of any liability to the indemnified party under this Section 2.8, to the extent
that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give 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 2.8.


 


(d) To provide for just
and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled
to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8
but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding
the fact that this Section 2.8 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under
this Section 2.8, then, and in each such case, such parties will contribute
to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others)
in such proportion as is appropriate to reflect the relative fault of each of the indemnifying
party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim,
damage, liability, or expense, as well as to reflect 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 allegedly untrue
statement of a material fact, or the omission or alleged omission of 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; provided, however, that, in any such case, (x) no Holder will be required
to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder
pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation;
and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d),
when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b),
exceed the proceeds from the offering received by such Holder (net of any Selling Expenses
paid by such Holder), except in the case of willful misconduct or fraud by such Holder.


 






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(d) 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.


 


(e) Unless otherwise
superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the
Company and Holders under this Section 2.8 shall survive the completion of any
offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of
this Agreement.


 


2.9. Reports Under
Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 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 shall:


 


(a) make and keep available
adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective
date of the registration statement filed by the Company for the IPO;


 


(b) use commercially
reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities
Act and the Exchange 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) to the extent
accurate, 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 registration statement filed by the Company for the IPO), the Securities
Act, and the Exchange Act (at any time after the Company 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 the Company 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 (at any time after the Company has become subject to the reporting requirements
under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).


 






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2.10.
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not,
without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement
with any holder or prospective holder of any securities of the Company that would provide to such holder the right to include securities
in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis
after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that
they wish to so include; provided that this limitation shall not apply to any additional
Investor who becomes a party to this Agreement in accordance with Section 4.9.


 


2.11. “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 registration
by the Company for its own behalf of Ordinary Shares or any other equity securities under the Securities
Act on a registration statement on Form S-1, Form S-2, or Form S-3, and ending on the
date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) days in the
case of the IPO, which period may be extended upon the request of the managing underwriter, to the extent required by any NASD
rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public
release within fifteen (15) days of the expiration of the 180-day lockup period, or (y) ninety (90) days in the case of any registration
other than the IPO, which period may be extended upon the request of the managing underwriter, to the extent required by any NASD
rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public
release within fifteen (15) days of the expiration of the 90-day lockup period), (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 Ordinary Shares or any securities convertible into
or exercisable or exchangeable (directly or indirectly) 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 such
securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary
Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11
shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the
Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts
to obtain a similar agreement from all shareholders individually owning more than one percent (1%) of the Company’s outstanding
Ordinary Shares (after giving effect to conversion into Ordinary Shares of all outstanding Preferred Shares). The underwriters
in connection with such registration are intended third-party beneficiaries of this Section
2.11 and shall have the right, power, and authority to enforce the provisions hereof
as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the
underwriters in connection with such registration that are consistent with this Section
2.11 or that are necessary to give further effect thereto. Any discretionary waiver
or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to
all Holders subject to such agreements, based on the number of shares subject to such agreements.


 






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2.12. Termination
of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration
pursuant to Section 2.1 or Section 2.2
shall terminate upon the earliest to occur of:


 


(a) the closing of a
Deemed Liquidation Event, as such term is defined in the Company’s Articles of Association;


 


(b) when all of such
Holder’s Registrable Securities could be sold without restriction under SEC Rule 144(k);
and


 


(c) the
fifth anniversary of the IPO.


 


3. Information
Rights.


 


3.1. Delivery of
Financial Statements. The Company shall deliver to each Major Investor:


 


(a) as soon as practicable,
but in any event within ninety (90) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of
such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of shareholders’ equity as of
the end of such year, all such financial statements audited and certified by independent
public accountants of nationally recognized standing selected by the Company;


 


(b) as soon as practicable,
but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company,
a compiled financial statement that will be prepared by the Company and signed by the CEO or CFO (except
that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that
may be required in accordance with GAAP);


 


(c) as soon as practicable,
but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively,
the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash
flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;


 


(d) such other information
relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time
to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to
provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless
covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely
affect the attorney-client privilege between the Company and its counsel.


 


If, for any period, the Company has any subsidiary
whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant
to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated
subsidiaries.


 






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Notwithstanding anything else in this Section
3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period
starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of
a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration
statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated
at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement
to become effective.


 


3.2. Inspection.
The Company shall permit each Major Investor (provided that the Board of Directors has not reasonably determined that such Major
Investor is a competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties;
examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during
normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company
shall not be obligated pursuant to this Section 3.2 to provide access to any information that it reasonably and in good
faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in
form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company
and its counsel.


 


3.3. Termination
of Information Rights. The covenants set forth in Section 3.1 and Section 3.2 shall terminate and be of no further
force or effect (i) immediately before the consummation of the IPO, or (ii) when
the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii)
upon a Deemed Liquidation Event, as such term is defined in the Company’s Articles of Association, whichever event occurs
first.


 


3.4. Confidentiality.
Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than
to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this
Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information
(a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.5 by such
Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential
information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation
of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential
information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services
in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from
such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.5; (iii) to any existing
or prospective Affiliate, partner, member, shareholder, or wholly owned subsidiary
of such Investor in the ordinary course of business, provided that such Investor informs
such Person that such information is confidential and directs such Person to maintain the confidentiality of such information;
or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure
and takes reasonable steps to minimize the extent of any such required disclosure.


 






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4. Miscellaneous.


 


4.1. Successors and
Assigns. The rights under this Agreement may be
assigned (but only with all related obligations) by
a Holder to a transferee of Registrable Securities that (i) is a Permitted Transferee
of a Holder or (ii) is or, after such transfer, becomes a Major Holder; provided, however, that (x) the Company is, within
a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable
Securities with respect to which such rights are
being transferred; and (y) such transferee agrees in a written instrument delivered
to the Company to be bound by and subject to the terms and
conditions of this Agreement, including the provisions of Section 2.11. For the
purposes of determining the percentage of voting power held by a transferee, the holdings of a transferee that is a Permitted
Transferee of a Holder shall be aggregated together and with those of the transferring Holder; provided further that all
transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of
exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement
inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly
provided herein.


 


4.2. Governing Law.
This Agreement and any controversy arising out of or relating to this Agreement shall
be governed by and construed in accordance with the internal laws of the State of Israel, without regard to conflict of law principles
that would result in the application of any law other than the law of the State of Israel.


 


4.3. Counterparts;
Facsimile. 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. This Agreement may also be executed and delivered by facsimile signature
and 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.


 


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


 


4.5. Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic
mail or facsimile during the recipient’s normal business hours, and if not sent
during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered
or certified mail, postage prepaid; or (iv) one (1) business day after the
business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with
written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on
Schedule A hereto, or to the principal office of the Company and to the attention of the
Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently
modified by written notice given in accordance with this Section 4.5.


 






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4.6. Amendments and
Waivers. 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) only with the
written consent of the Company and the holders of 66% or more (or, from and after the occurrence the Triggering Event (as defined
under the Amended and Restated Articles of Association of the Company), if occurs – a majority) of the Registrable Securities
then outstanding; provided that any provision hereof may be waived by any waiving party
on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement
may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the
written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion. The
Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent
in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section
4.6 shall be binding on all parties hereto, regardless of whether any such party has
consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


4.7. Severability.
In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such
invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to
the maximum extent permitted by law.


 


4.8. Aggregation
of Shares. All Registrable Securities held or acquired by Permitted Transferees shall be aggregated together for the purpose
of determining the availability of any rights under this Agreement and such Permitted
Transferees may apportion such rights as among themselves in any manner they deem appropriate.


 


4.9. Additional Investors.
Notwithstanding anything to the contrary contained herein, if the Company issues additional preferred shares after the date hereof,
whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares may become a party to this Agreement by executing
and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor”
for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such
additional Investor, so long as such additional Investor
has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.


 


4.10. Entire Agreement.
This Agreement (including any Schedules hereto) constitutes the full and entire understanding and agreement among
the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties, including the Original IRA, is expressly terminated.


 


4.11. Delays or Omissions.
No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default
of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting
party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


[Remainder of Page Intentionally Left Blank]


 




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IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Investor’s Rights Agreement as of the date first written above.


 


	Company:	 
	 	 
	PainReform Ltd.	 
	 	 
	By:	Dan Teleman, Chief Executive Officer	 
	(Name & Title of Signatory)	 


 


	The Investors:	 	 
	 	 	 
	Ofer Hi-Tech Investments Ltd.	 	 
	 	 	 
	By: 	                	 	 
	(Name & Title of Signatory)	 	 
	 	 	 
	D Partners II (Cayman), L.P.	 	D-Partners 2 (Israel), L.P.
	 	 	 
	By:	 	 	By: 	                   
	(Name & Title of Signatory)	 	(Name & Title of Signatory)
	 	 	 
	D Partners II (Cayman) Annex Fund, L.P.	 	D Partners 2 (Israel) Annex Fund, L.P.
	 	 	 
	By:	 	 	By:	 
	(Name & Title of Signatory)	 	(Name & Title of Signatory)


 


[PainReform Ltd./ Signature Page to


Amended and Restated Investors’
Rights Agreement /November 2008]


 




    16


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Investor’s Rights Agreement as of the date first written above.


 


	The Investors (continued):	 	 
	 	 	 
	Medica III Investments (International) L.P.	 	Medica III Investments (Israel) L.P.
	 	 	 
	By: Medica III Management L.P.	 	By: Medica III Management L.P.
	its general partner	 	its general partner
	 	 	 
	By: Medica III Management Co.	 	By: Medica III Management Co.
	its general partner	 	its general partner
	 	 	 
	By:	 	 	By:	 
	Name:	Ehud Geller	 	Name:	Ehud Geller
	Title:	Director	 	Title:	Director
	 	 	 
	Medica III Investments (S.F.) L.P.	 	Medica III Investments (P.F.) L.P.
	 	 	 
	By: Medica III Management L.P.	 	By: Medica III Management L.P.
	its general partner	 	its general partner
	 	 	 
	By: Medica III Management Co.	 	By: Medica III Management Co.
	its general partner	 	its general partner
	 	 	 
	By:	 	 	By:	 
	Name:	Ehud Geller	 	Name:	Ehud Geller
	Title:	Director	 	Title:	Director
	 	 	 
	Medica III Investments (Israel) (B) L.P.	 	Poalim Medica III Investments L.P. 
	 	 	 
	By: Medica III Management L.P.	 	By: Medica III Management L.P.
	its general partner	 	its general partner
	 	 	 
	By: Medica III Management Co.	 	By: Medica III Management Co.
	its general partner	 	its general partner
	 	 	 
	By:	 	 	By:	 
	Name:	Ehud Geller	 	Name:	Ehud Geller
	Title:	Director	 	Title:	Director




 


[PainReform Ltd./ Signature Page to


Amended and Restated Investors’
Rights Agreement /November 2008]


 




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Schedule A


 


List of Investors and Addresses


 


	Investor	Address
	Ofer Hi-Tech Investments Ltd.	
        40 Einstein, Tel Aviv, Israel 69102

        Facsímile: +972-760-4355

        Email: oht@oferhitech.com

        Attn. Lihu Avitov

         

	
        D Partners II (Cayman), L.P.

        D Partners 2 (Israel), L.P.

        D Partners 2 (Israel) Annex Fund, L.P.

        D Partners II (Cayman) Annex Fund, L.P.
	
        16 Abba Eban Avenue, Herzeliya, Israel

        Facsimile: +972-9957-8770

        email: eylonp@dovrat.com

        Attn.: Eylon Penchas

         

	
        Medica III Investments (International) L.P.

        Medica III Investments (Israel) L.P.

        Medica III Investments (S.F.) L.P.

        Medica III Investments (P.F.) L.P.

        Medica III Investments (Israel) (B) L.P.

        Poalim Medica III Investments L.P.
	
        c/o Medica Venture Partners

        Ackerstein Towers, Bldg. B, 10th Floor

        11 Hamanofim St., PO Box 2206

        Herzliya 46175, Israel

        Facsimile: +972-9-954-2266

        email: medica@medicavp.com

         



 




 


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