POLYPID LTD. AMENDED AND RESTATED 2012 SHARE OPTION PLAN 1. Definitions As used herein capitalized terms shall have the meanings set forth in Annex A hereto, unless the context clearly indicates to the contrary. 2. The P

AMENDED AND RESTATED 2012 SHARE

As used herein capitalized terms shall have the meanings set

forth in Annex A hereto, unless the context clearly indicates to the contrary.

The purpose and intent of the

Plan is to advance the interests of the Company by affording to selected employees, officers, directors, consultants and other services

providers of the Company or Affiliated Companies an opportunity to acquire a proprietary interest in the Company or to increase their

proprietary interest therein, as applicable, by the grant in their favor, of Options, thus providing such Grantee an additional incentive

to become, and to remain, employed or engaged by the Company or Affiliated Company, as the case may be, and encouraging such Grantee's

sense of proprietorship and stimulating his or her active interest in the success of the Company and the Affiliated Company by which such

Grantee is employed or engaged.

The Plan shall become effective

as of the day it was adopted by the Board, and shall continue in effect until the earlier of (a) its termination by the

Board; or (b) the date on which all of the Options available for issuance under the Plan have been granted and exercised;

or (c) the lapse of ten (10) years from the date the Plan is adopted by the Board.

The persons eligible for participation

in the Plan as Grantees include employees, officers, directors, consultants, and other service providers of the Company or any Affiliated

Company (including persons who are responsible for or contribute to the management, growth or profitability of, or who provide substantial

services to, the Company or any Affiliated Company). The Board, in its sole discretion shall select from time to time the individuals,

from among the persons eligible to participate in the Plan, who shall receive Options. In determining the persons in favor of whom Options

are to be granted, the number of Options to be granted thereto and the terms of such grants, the Board may take into account the nature

of the services rendered by such person, his/her present and future potential contribution to the Company or to the Affiliated Company

by which he/she is employed or engaged, and such other factors as the Board in its discretion shall deem relevant.

of Options to be granted pursuant to this Plan shall be Four Million Six Hundred Seventy-Two Thousand

and Ninety-Four (4,672,094) and the Company has reserved Four Million Six Hundred Seventy-Two Thousand and Ninety-Four (4,672,094)

authorized but unissued Shares for the purpose of the Plan, subject to adjustment as set forth in Section 12 below, and as shall be amended

by the Board from time to time.

The Company shall at all times

until the expiration or termination of this Plan keep reserved a sufficient number of Shares to meet the requirements of this Plan. Any

of such Shares, which, as of the expiration or termination of this Plan, remain unissued and not subject to outstanding Options, shall

at such time cease to be reserved for the purposes of this Plan. Should any Option for any reason expire or be canceled prior to

its exercise or relinquishment in full, such Option may be returned to said pool of Options and may again be granted under this Plan.

Option agreements between the

Company and a Grantee will be in such form approved by the Board, which may be a general form or a specific form with respect to a certain

Unless otherwise determined by

the Board (which determination shall not require shareholder approval, unless so required in order to comply with the provisions of applicable

Mandatory Law) and provided accordingly in the applicable Option Agreement, such Option Agreement shall set forth, by appropriate language,

the number of Options granted thereunder and the substance of all of the following provisions:

For the purposes hereof, the "Start

Date" shall mean the Date of Grant, unless otherwise determined by the Board (which determination shall not require shareholder

approval unless so required in order to comply with the provisions of the Companies Law), and provided accordingly in the applicable Option

For the purposes hereof, the

term "Service" means a Grantee's employment or engagement by the Company or an Affiliated Company. Service shall

be deemed terminated upon the effective date of the termination of the employment/engagement relationship. A Grantee's Service shall

not be deemed terminated or interrupted solely as a result of a change in the capacity in which the Grantee renders Service to the Company or an Affiliated

Company (i.e., as an employee, officer, director, consultant, etc.); nor shall it be deemed terminated or interrupted due solely to a

change in the identity of the specific entity (out of the Company and its Affiliated Companies) to which the Grantee renders such Service,

provided that there is no actual interruption or termination of the continuous provision by the Grantee of such Service to any of the

Company and its Affiliated Companies. Furthermore, a Grantee's Service with the Company or Affiliated Company shall not be deemed

terminated or interrupted as a result of any military leave, sick leave, or other bona fide leave of absence taken by the Grantee and

approved by the Company or such Affiliated Company by which the Grantee is employed or engaged, as applicable; provided, however, that

if any such leave exceeds ninety (90) days, then on the ninety-first (91st) day of such leave the Grantee's Service shall

be deemed to have terminated unless the Grantee's right to return to Service with the Company or such Affiliated Company is secured

by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or Affiliated Company, as the case may

be, or required by law, time spent in a leave of absence shall not be treated as time spent providing Service for the purposes of calculating

accrued vesting rights under the vesting schedule of the Options. Without derogating from the aforesaid, the Service of a Grantee to an

Affiliated Company shall also be deemed terminated in the event that such Affiliated Company for which the Grantee performs Service ceases

to fall within the definition of an "Affiliated Company" under this Plan, effective as of the date said Affiliated Company

ceases to be such. In all other cases in which any doubt may arise regarding the termination of a Grantee's Service or the effective

date of such termination, or the implications of absence from Service on vesting, the Corporation, in its discretion, shall determine

whether the Grantee's Service has terminated and the effective date of such termination and the implications, if any, on vesting.

The Board shall be entitled, but

not obliged, at its sole discretion, to accelerate, in whole or in part, the vesting schedule of any Option, including, without limitation,

in connection with a Merger Transaction and/or an IPO.

Vested Options may be exercised

at one time or from time to time during the Exercise Period, by giving a written notice of exercise (the "Exercise Notice")

to the Company, at their principal offices, in accordance with the following terms, or such other procedures as shall be determined from

time to time by the Board and notified in writing to the Grantees:

No Options shall be deemed exercised

nor shall any Share be issued thereunder, until the Company has been provided with confirmation by the applicable tax authorities or is

otherwise under a tax arrangement, which either: (a)waives or defers the tax withholding obligation with respect to such

exercise and issuance; or (b) confirms receipt of the payment of all the tax due with respect to such exercise; or (c)

confirms the conclusion of another arrangement with the Grantee regarding the tax amounts, if any, that are to be withheld by the Company

or any Affiliated Company under Law with respect to such exercise, and which arrangement is satisfactory to the Company. If such confirmations/exemptions/arrangements

are not available under the tax subjections of the Grantee, the Company shall be entitled to require as a condition of issuance that the

Grantee remit an amount sufficient to satisfy all federal, state and other governmental withholding tax requirements related thereto.

A determination of the Company's counsel that a withholding tax is required in connection with the exercise of Options shall be

conclusive for the purposes of this requirement condition.

Furthermore, notwithstanding any

other provision of this Plan, the Company shall have no obligation to issue or deliver Shares under the Plan unless the exercise of the

Option and the issuance and delivery of the underlying Shares comply with, and do not result in a breach of, all applicable Laws, to the

satisfaction of the Company in its sole discretion, and have received, if deemed desirable by the Company, the approval of legal counsel

for the Company with respect to such compliance. The Company may further require the

Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with applicable Laws.

As a condition to the exercise

of an Option, the Company may require, among other things, that: (a) the Grantee represent and warrant at the time of any

exercise that the underlying Shares are being purchased only for investment and without any present intention to sell or distribute such

Shares, and make such other representations, warranties and covenants as may be reasonably required to comply with applicable laws; (b)

a legend be stamped on the certificates representing such underlying Shares indicating that they may not be pledged, sold or otherwise

transferred unless an opinion of legal counsel (acceptable by the Company's counsel) stating that such transfer is not in violation

of any applicable Law, is provided; and (c) the Grantee execute and deliver to the Company such an agreement as may be in

use by the Company setting forth certain terms and conditions applicable to the Shares.

The Grantee may transfer or sell

only Exercised Shares, or any part thereof, to any third party, provided that all of the following conditions have been met prior to such

transfer: (a) the transfer is made in accordance with and subject to the provisions of the Company's Articles (including,

without limitation, any rights of first refusal provided therein, if any); and (b) the transferee confirmed in writing its

acceptance of the terms and conditions of the Plan, any applicable Sub-Plan and the applicable Option Agreement with respect to the Exercised

Shares being transferred, instead of the Grantee, to the satisfaction of the Board (including the execution of the proxy referred to in

Section 10.2 below); and (c) actual payment of all taxes required to be paid upon such sale and transfer of the Exercised

Shares has been made to the tax assessor, and the trustee (if applicable) received confirmation from the tax assessor that all taxes required