Exhibit 4.2


 


WARRANT AGENT AGREEMENT


 


This WARRANT
AGENT AGREEMENT (this “Warrant Agreement”) dated as of [], 2021 (the “Issuance Date”) is between
Inspira Technologies Oxy B.H.N. Ltd., an Israeli corporation (the “Company”), and VStock Transfer LLC (the “Warrant
Agent”).


 


WHEREAS, pursuant
to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [  ], 2021, by and among the Company
and Aegis Capital Corp., as the representative (the “Representative”) of the underwriters set forth therein, the Company
is engaged in a public offering of [  ] units (each, a “Unit”), with each Unit consisting of either: (A) one ordinary
share, no par value (each, an “Ordinary Share”), and one warrant (each, a “Warrant”) to purchase
one Ordinary Share at an exercise price of $______ (representing 100% of the per Unit offering price set forth on the cover
page of the Registration Statement); or (B) one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase
one Ordinary Share at an exercise price of $0.01 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment
as provided in the Pre-Funded Warrant, and one Warrant;


 


WHEREAS, the
Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-1
(File No. 333-253920) (as the same may be amended from time to time, the “Registration Statement”), for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Ordinary Shares, Units, Pre-funded Warrants,
Warrants, and shares underlying Pre-funded Warrants, and Warrants, and such Registration Statement was declared effective on [  ], 2021;
and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with
the terms set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the
Company desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all
acts and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the
Company, and to authorize the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. 
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect
to the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms
and conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 


 2. Warrants.




 


2.1. 
Form of Warrants. The Warrants shall be registered securities and shall be evidenced by a global warrant (“Global
Warrant”) in the form of Exhibit A to this Warrant Agreement, which shall be deposited on behalf of the Company with
a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC.
The terms of the Global Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system
available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement.
In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form,
the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the
Global Warrant, and the Company shall instruct the Warrant Agent to deliver to DTC separate certificates evidencing Warrants (“Definitive
Certificates” and, together with the Global Warrant, “Warrant Certificates”) registered as requested through the DTC
system.


 






     


     


    

 


 2.2. Issuance and Registration of Warrants.




 


2.2.1. 
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants.


 


2.2.2. 
Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Warrant and deliver
the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company.
Ownership of security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.3. 
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization
furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners
in a Warrant evidenced by the Global Warrant shall be exercised by the Holder or a Participant through the DTC system, except to the extent
set forth herein or in the Global Warrant.


 


2.2.4.  Delivery
of Warrant Certificate. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below)
pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the
exchange of some or all of such Holder’s Global Warrants for a Warrant Certificate evidencing the same number of Warrants,
which request shall be in the form attached hereto as Exhibit B (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants
evidenced by a Warrant Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant
Exchange and shall promptly issue and deliver to the Holder a Warrant Certificate for such number of Warrants in the name set forth
in the Warrant Certificate Request Notice. Such Warrant Certificate shall be dated the date of issuance of the Warrant Certificate,
shall include the initial exercise date of the Warrants, shall be executed by an authorized signatory of the Company and shall be
reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to
direct the Warrant Agent to deliver, the Warrant Certificate to the Holder within three (3) Business Days of the Warrant Certificate
Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate
Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Certificate subject to the
Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as
liquidated damages and not as a penalty, for each $1,000 of Ordinary Shares issuable upon exercise of the Warrants (the
“Warrant Shares”) evidenced by such Warrant Certificate (based on the VWAP (as defined in the Warrants) of the
Ordinary Shares on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant
Certificate Delivery Date until such Warrant Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder
rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request
Notice, the Holder shall be deemed to be the holder of the Warrant Certificate and, notwithstanding anything to the contrary set
forth herein, the Warrant Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants
evidenced by such Warrant Certificate and the terms of this Agreement.


 


2.2.5. 
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company
(an “Authorized Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either
manually or by facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which
need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so
countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer
of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless,
may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant
Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any
person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized
to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized
Officer.


 






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2.2.6. 
Registration of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants
may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate
or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing
delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the
Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration
of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto
a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may require payment,
by the Holder requesting a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate (but,
for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange,
together with reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto.


 


2.2.7. 
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction,
of indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent
shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant
Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the
replacement of lost Warrant Certificates, The Warrant Agent may receive compensation from the surety companies or surety agents for administrative
services provided to them.


 


2.2.8. 
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial
holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or
the Warrants; provided, however, that at all times that Warrants are evidenced by a Global Warrant, exercise of those Warrants
shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


 3. Terms and Exercise of Warrants.




 


3.1. 
Exercise Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and
of this Warrant Agreement, to purchase from the Company the number of Ordinary Share stated therein, at the price of $[] per whole share,
subject to the subsequent adjustments provided in the Global Warrant. The term “Exercise Price” as used in this Warrant
Agreement refers to the price per share Ordinary Shares may be purchased at the time a Warrant is exercised.


 


3.2. 
Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing
on the date of issuance and ending on the Termination Date. For purposes of this Warrant Agreement, the “Termination Date”
shall have the meaning set forth in the Global Warrant. Each Warrant not exercised on or before the Termination Date shall become
void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Termination
Date.


 


 3.3. Exercise of Warrants.


 




3.3.1. 
Exercise. Subject to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting
on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, (i) not later than 5:00 P.M., Eastern Standard Time,
on any business day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached to the Global
Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”) and (ii)
within one (1) Trading Day of the Date of Exercise, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the
Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent
at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time. Partial exercises of a Warrant resulting
in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate until the Holder has purchased
all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such
Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company.
All other requirements for the exercise of a Warrant shall be as set forth in the Warrant.


 






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3.3.2. 
The Warrant Agent shall, by 5:00 p.m., New York City time, on the Trading Day following the Exercise Date of any Warrant, advise
the Company, the transfer agent and registrar for the Company’s Ordinary Shares, in respect of (i) the number of Warrant Shares
indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the
Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number
of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar
shall reasonably request. The Company shall issue the Warrant Shares in compliance with the terms of the Warrant.


 


3.3.3. 
Valid Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant
Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.4. 
No Fractional Exercise. Notwithstanding any provision contained in this Warrant Agreement to the contrary, no fractional
shares or scrip representing fractional shares shall be issued upon the exercise of the Warrant. As to any fraction of a share which the
Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.


 


3.3.5. 
No Transfer Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be
paid in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that
any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge
shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.


 


3.3.6. 
Date of Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise
Date, and for purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC shall be deemed to have exercised its interest in this Warrant upon instructing its broker
that is a DTC participant to exercise its interest in this Warrant, except that, if the Exercise Date is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the open of business on the next
succeeding date on which the stock transfer books are open.


 


4. 
Adjustments. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment
and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Section 3 of the Warrant, then, in any such event, the Company shall give written notice to the Warrant Agent. Failure to
give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be entitled
to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company with
respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any related matter, and
the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate,
notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment
unless and until it shall have received written notice thereof from the Company.


 


5. 
Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or delivery
of a Warrant Certificate for a fraction of a Warrant.


 






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 6. Other Provisions Relating to Rights of Holders of Warrants.




 


6.1. 
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a Holder
of Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered
holder of Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior
to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


6.2. 
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but
unissued Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 


 7. Concerning the Warrant Agent and Other Matters.




 


7.1. 
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed
in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and
protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received
in accordance with this Section 7.1.


 


7.2. 
(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company
shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s
out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant
Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive
rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use
of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are
due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per
month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any
other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement
or in the exercise of its rights.


 


7.3. 
As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set
forth herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations
and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c) shall
not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and
where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act
unless it has been furnished with an indemnity reasonably satisfactory to it; (d) may rely on and shall be fully authorized and protected
in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other
document or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties;
(e) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating
thereto; (f) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations
relating to the Warrants, including without limitation obligations under applicable securities laws; (g) may rely on and shall be fully
authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating
to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the
Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the
Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s
duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications
by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed
to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or
such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in
accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less
than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to
any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted; (h) may consult with counsel satisfactory to the Warrant Agent, including its
in- house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken,
suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (i) may perform any of its duties
hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible
for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it
in connection with this Warrant Agreement; (j) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting
fees to any person; and (k) shall not be required hereunder to comply with the laws or regulations of any country other than the United
States of America or any political subdivision thereof.


 






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7.4. 
(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for
any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant
Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special,
indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits),
even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability
of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not
be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including,
but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil
disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities
failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the
event any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under
this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be
held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may
file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form
and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require
for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders and all other persons
that may have an interest in the settlement.


 


7.5. 
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense
(“Loss”) arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including
the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction
to be a result of the Warrant Agent’s gross negligence or willful misconduct.


 


7.6. 
Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date
and the date on which no Warrants remain outstanding (the “Agreement Termination Date”). On the business day following
the Agreement Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this
Warrant Agreement. The Agent’s right to be reimbursed for fees, charges and out- of-pocket expenses as provided in this Section
8 shall survive the termination of this Warrant Agreement.


 


7.7. 
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement
shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties
to it to the full extent permitted by applicable law.


 






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7.8. 
The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of
incorporation; (b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby
(including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute
a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to
which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal,
valid, binding and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with all applicable requirements
of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the
offering of the Warrants.


 


7.9. 
In the event of inconsistency between this Warrant Agreement and the descriptions in the Warrant, as it may from time to time be
amended, the terms of this Warrant Agreement shall control.


 


7.10. 
Set forth in Exhibit C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company
under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify to you
the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11. 
Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement
shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature
to this Agreement, or, if to the Warrant Agent, to VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, or to such other address
of which a party hereto has notified the other party.


 


7.12. 
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions
and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within
the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and
consents that any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at
its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action
or proceeding arising out of or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole
or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold,
condition or delay; except that (i) consent is not required for an assignment or delegation of duties by Warrant Agent to any affiliate
of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by Warrant Agent
or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. (c) No provision of this Warrant Agreement may
be amended, modified or waived, except in a written document signed by both parties. The Company and the Warrant Agent may amend or supplement
this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and that the parties determine, in good faith, shall not adversely affect
the interest of the Holders. All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1%
of the then outstanding Warrants, provided that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without
the consent of the Holders.


 


7.13. 
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require
the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer
of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid
to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable
satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 






    7


     


    

 


 7.14. Resignation of Warrant Agent.




 


7.14.1.  Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company,
or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any
successor Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or
such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity
to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or
incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the
appointment of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent,
either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant
Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized
and existing under the laws of any state of the United States of America, in good standing, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and
except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no
further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the
termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its right to
indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant
Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the
Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in
and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


7.14.2. 
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such
appointment.


 


7.14.3. 
Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which
it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party
or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor
Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person”
shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity,
and shall include any successor (by merger or otherwise) thereof or thereto.


 


 8. Miscellaneous Provisions.




 


8.1. 
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof.


 


8.2. 
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may
require any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3. 
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but
one and the same instrument.


 


8.4. 
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


 9. Certain Definitions. As used herein, the following terms shall have the following meanings:




 


(a) 
“Trading Day” means any day on which the Ordinary Share is traded on the Trading Market, or, if the Trading
Market is not the principal trading market for the Ordinary Share, then on the principal securities exchange or securities market in the
United States on which the Ordinary Share is then traded, provided that “Trading Day” shall not include any day on which the
Ordinary Share is are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Share is suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00 P.M., Eastern Standard Time).


 


(b) 
“Trading Market” means NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market or the New York Stock Exchange.


 


[Signature Page Follows]


 




    8


     


    

 


IN WITNESS WHEREOF, this Warrant
Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
	 	 	 
	 	By:	                    
	 	Name: 	 
	 	Title:	 


 


	 	VSTOCK TRANSFER LLC
	 	 	 
	 	By:	           
	 	Name: 	 
	 	Title: 	 



 



    9


     


    

 


EXHIBIT A


 


GLOBAL WARRANT


 




     


     


    

 


EXHIBIT B


 


WARRANT CERTIFICATE REQUEST
NOTICE


 


To:                      as Warrant Agent for                         (the
“Company”)


 


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


 


	1.	Name of Holder of Warrants in form of Global Warrants:                                                     
	 	 
	2.	Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants):
	 	 
	3.	Number of Warrants in name of Holder in form of Global Warrants:                        
	 	 
	4.	Number of Warrants for which Warrant Certificate shall be issued:                        
	 	 
	5.	Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any:
	 	 
	6.	Warrant Certificate shall be delivered to the following address:



 


	 	 
	 	 
	 	 
	 	 




 


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


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity: 	 




 


	Signature of Authorized Signatory of Investing Entity: 	 




 


	Name of Authorized Signatory: 	 




 


	Title of Authorized Signatory: 	 




 


	Date: 	 




 




     


     


    

 


EXHIBITC


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	Dagi Ben-Noon	 	Chief Executive Officer	 	 
	 	 	 	 	 
	Joe Hayon	 	Chief Financial Officer	 	 




 






    10


     


    

 


9.1