Exhibit 10.7


 


THIS INSTRUMENT AND ANY
SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAW 5728 – 1968, AS AMENDED, OR UNDER ANY
OTHER APPLICABLE SECURITIES LAWS (THE “SECURITIES LAW”). THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE SECURITIES LAW PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR AN EXEMPTION THEREFROM.





 


INSPIRA TECHNOLOGIES
OXY B.H.N. LTD.


 


SAFE 


 


(Simple Agreement for
Future Equity)


 


THIS CERTIFIES THAT
in exchange for the payment by the parties specified in Exhibit A hereto, whose addresses, for the purposes hereof, are
as specified in Exhibit A (jointly and severally the “Investor/s”), of US$ ____________ (the “Purchase
Amount”) to the Company’s bank account designated in Exhibit B, on or prior to February _____, 2021 (the “Effective
Date”), Inspira Technologies Oxy B.H.N. Ltd., a company incorporated under the laws of the State of Israel under company
number 51-580649-5 (the “Company”), issues to the Investor the right to certain shares of the Company’s
Share Capital, subject to the terms described below.





 


“Valuation
Cap” is US$ 70,000,000.





 


“Discount
Rate” is 30%.





 


“Maturity
Date” is 24 months after the Effective Date (i.e. December, 2022).





 


		1.	Other Definitions












 


“Company Capitalization”
is calculated as of the Effective Date, and (without double-counting) includes all of the following: (i) all issued and outstanding
shares of Company; (ii) all granted, allocated or promised options (vested or unvested and including warrants and similar securities)
to purchase shares of Company; and (iii) all convertible securities issued by the Company, including this and other Safes, convertible
promissory notes and other convertible debt instruments; but specifically excluding (i) shares issued as consideration at a Liquidity
Event, and (ii) any unissued option pool, i.e. shares reserved and available for future grants under any incentive plan, but not
subject to any outstanding options or promised options; It is agreed and understood that Company Capitalization is (and, subject
to any share split, consolidation, issuance of bonus shares, or similar general adjustment, shall remain) 118,903,834 shares.








 


“Conversion
Price” means either: (1) the Default Conversion Price or (2) the Discount Conversion Price, whichever is lower and results
in a greater number of shares of Safe Shares.


 


“Default Conversion
Price” means a price per share equal to the Valuation Cap divided by the Company Capitalization.


 


“Discount
Conversion Price” means the price per share of the Standard Liquidity Shares issued or sold in the Liquidity Event, multiplied
by the difference between 100% and Discount Rate.





 



    


     


    




 


“Dissolution
Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s
creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether
voluntary or involuntary.


 


“Initial Public
Offering” means the closing of the first initial public offering of Company’s Ordinary Shares on a recognized stock
exchange, pursuant to a registration statement filed under any applicable securities law.


 


“Liquidity
Event” means an Initial Public Offering or M&A Event.





 


“M&A
Event” means (i) a transaction or series of related transactions in which any entity, becomes the beneficial owner,
directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election
of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other
than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately
prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions,
at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving
or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.


 


“Ordinary
Shares” means ordinary shares of the Company par value NIS 0.01 each.


 


“Proceeds”
means cash and other assets (including without limitation consideration in the form of shares) that are proceeds from the Liquidity
Event or the Dissolution Event, as applicable, and legally available for distribution.


 


“Safe”
means an instrument containing a future right to shares of the Company, similar in form and content to this instrument, purchased
by investors for the purpose of funding the Company’s business operations. References to “this Safe” mean this
specific instrument.


 


“Safe Shares”
means the shares issued to the Investor, having rights, privileges, preferences and restrictions identical to Standard Liquidity
Shares, other than with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-based
anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based
on the Conversion Price.


 


“Standard
Liquidity Shares” means the shares of the most senior series of shares issued to the investors investing new money in
the Company at a Liquidity Event (for the avoidance of doubt in the event of an Initial Public Offering, this means Ordinary Shares).


 


2. Conversion
Events





 


(a) Liquidity
Event. If there is a Liquidity Event before the termination of this Safe, then immediately prior to and pending on
the initial closing of such Liquidity Event, this Safe will automatically convert into the number of shares of Safe Shares
equal to the Purchase Amount divided by the Conversion Price.


 


In connection with
the automatic conversion of this Safe into Safe Preferred Shares, the Investor will execute and deliver to the Company all transaction
documents related to the Liquidity Event; provided, that such documents are the same documents to be entered into with the
purchasers of Standard Exit Shares, with appropriate variations for the Safe Shares if applicable, and provided further,
that such documents have customary exceptions to any drag-along applicable to the Investor, including, without limitation, limited
representations and warranties and limited liability and indemnification obligations on the part of the Investor.


 






    -2-


     


    

 


If any of the Company’s
securityholders are given a choice as to the form and amount of proceeds to be received in a Liquidity Event, the Investor will
be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor
would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable
to the Company’s securityholders, or under any applicable laws.


 


(b) Dissolution
Event. If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled
to receive a portion of Proceeds equal to the Purchase Amount, due and payable to the Investor immediately prior to the consummation
of the Dissolution Event.


 


In a Dissolution
Event, this Safe is intended to operate like standard non-participating Preferred Shares. The Investor’s right to receive
its Purchase Amount is: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for
payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted
into Share Capital); (ii) On par with payments for other Safes and/or Preferred Shares, and if the applicable Proceeds are insufficient
to permit full payments to the Investor and such other Safes and/or Preferred Shares, the applicable Proceeds will be distributed
pro rata to the Investor and such other Safes and/or Preferred Shares in proportion to the full payments that would otherwise be
due; and (iii) Senior to payments for Ordinary Shares.


 


(c) Maturity
Date Conversion. If there was no Liquidity Event or Dissolution Event by the Maturity Date, then on the Maturity Date this
Safe will automatically convert into the number of shares of Safe Shares equal to the Purchase Amount divided by the Default Conversion
Price, and the Safe will be terminated.


 


(d) Termination.
This Safe will automatically terminate (without relieving the Company of any obligations arising from a prior breach of or
non-compliance with this Safe) immediately following the earliest to occur of: (i) the issuance of Safe Shares to the
Investor pursuant to the conversion of this Safe under Section 2(a) or Section 2(c); or (ii) the payment, or setting aside
for payment, of amounts due to the Investor pursuant to Section 2(b).


 


3. Options





 


Solely in the event
that the Safe is converted under Sec. 2(a) above in connection with an Initial Public Offering, the Investors will be issued options
in an amount specified in Exhibit A, to purchase additional Ordinary Shares of the Company. Such options shall have an exercise
price per share equal to the public offering price per share of the Company’s Ordinary Shares in such Initial Public Offering.





 


4. Company
Representations


 


(a) The Company
is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and has the
power and authority to own, lease and operate its properties and carry on its business as now conducted.


 


(b) The
execution, delivery and performance by the Company of this Safe is within the power of the Company and has been duly
authorized by all necessary actions on the part of the Company (subject to section 4(d) below). This Safe constitutes a
legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as
limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of
creditors’ rights generally and general principles of equity. To its knowledge, the Company is not in violation of (i)
its current Articles or any other agreement between the Company’s securityholders, (ii) any material statute, rule or
regulation applicable to the Company or (iii) any material debt or contract to which the Company is a party or by which it is
bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could
reasonably be expected to have a material adverse effect on the Company.


 






    -3-


     


    

 


(c) The
performance and consummation of the transactions contemplated by this Safe do not and will not: (i) violate any material
judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material debt or
contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any
lien on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit,
license or authorization applicable to the Company, its business or operations.


 


(d) No consents
or approvals are required in connection with the performance of this Safe, other than: (i) the Company’s corporate approvals;
(ii) any qualifications or filings under any applicable securities law; and (iii) necessary corporate approvals for the authorization
of the Safe Shares issuable pursuant to Section 2. All consents and approvals required in connection with the performance of this
instrument by the Company shall be obtained on or before the Effective Date, and the obligation of payment of the respective portion
of the Purchase Amount the Investor is subject to such consents and approvals being so obtained.


 


(e) To its
knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all
patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other
intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted (the
“Company Intellectual Property”), without any conflict with, or infringement of the rights of, others. The
Company has not received any communications alleging that the Company has violated or, by conducting its business, would
violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary
rights or processes of any other person or entity. No third party is infringing or violating any of the Company Intellectual
Property which is owned by the Company (“Company Owned Intellectual Property”). The Company is taking
security measures to protect the secrecy and the confidentiality of the Company Intellectual Property, which measures are
reasonable and customary in the industry in which the Company operates. All personnel (including founders, employees, agents,
consultants and contractors), who have contributed to or participated in the conception and/or development of the Company
Owned Intellectual Property have executed nondisclosure agreements with the Company and has accorded the Company full and
exclusive ownership of all rights whatsoever in all tangible and intangible property rights thereby arising or relating
thereto.


 


(f) The Company
has filed all tax returns and reports required by applicable laws in a timely manner and has fully paid all its tax obligations
and other assessments due.


 


(g) All
agreements, understandings, obligations, liabilities and contracts, whether written or oral, between the Company and any of
its current or past founders, shareholders, officers, directors, and any party related thereto, have been, to the extent
required under applicable law, properly approved by the board and shareholders of the Company (as applicable) and disclosed
to the Investor.


 


(h) No action,
proceeding or governmental inquiry or investigation is pending or, to the Company’s knowledge, threatened, against the Company
or any of its founders, officers, directors or employees (in their capacity as such), or against the Company’s properties,
before any court, arbitration board or tribunal or administrative or other governmental agency, nor is the Company aware of any
fact which is reasonably expected to result in any such proceedings.


 


(i) The Company
has complied in all material respects with all applicable employment laws, policies, procedures and agreements relating to employment,
terms and conditions of employment and to the proper withholding and remission to the proper tax and other authorities of all sums
required to be withheld from employees or persons deemed to be employees under applicable laws respecting such withholding. The
Company has no employment contract with any officer or employee or any other consultant or person, which is not terminable by it
at will without liability, upon thirty (30) days prior notice. The Company is not bound by or subject to (and none of its assets
or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any
labor union. Neither the employment by the Company of any of its employees or consultants (including the Company’s Founders
(as such term is defined in the Articles)), constitutes, or is likely to constitute, a breach of any of such persons’ obligations
to third parties and former employers, including non-competition, non-solicitation, intellectual property ownership, or confidentiality
obligations.


 






    -4-


     


    

 


(j) There is no
material fact or information that has not been disclosed to the Investors by the Company and would reasonably affect an investor’s
decision to participate in the transaction contemplated hereunder (provided that material fact or information exclude any generally
available information in connection with the industry or field in which the Company operates). Neither this instrument nor any
document delivered by the Company in connection herewith contains any untrue statement of a material fact necessary to make the
statements herein or therein not misleading, in view of the circumstances in which they were made.


 


5. Investor
Representations


 


(a) The Investor
has full legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder. This Safe
constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and
general principles of equity.


 


(b) The Investor
is an accredited investor, or an equivalent thereof (as the case may be), as such term is defined in the Securities Law and under
any other similar rule which may apply to the Investor and/or the Company, and acknowledges and agrees that if not an accredited
investor at the time of an Equity Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been
advised that this Safe and the underlying securities have not been registered under the Securities Law and, therefore, cannot be
resold unless they are registered under the Securities Law or unless an exemption from such registration requirements is available.
The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its own account for investment,
not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor
has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge
and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment,
is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear
the economic risk of such investment for an indefinite period of time. None of the Investors are paying, receiving or otherwise
entitled to receive any amount in cash or otherwise with respect to the entering into this Agreement, which payment constitutes
transaction based compensation under the United States Securities Exchange Act.


 


(c) The Investor
shall execute the Investor Suitability Questionnaire in the form attached hereto as Schedule I.


 


(d) In the event
of an Initial Public Offering, If required by the underwriters, the Investor will enter into a lock-up agreement in respect of
Safe Shares. The Investor appoints the Company as its agent and attorney to execute, on the Investor’s behalf, any such lock-up
agreement.





 






    -5-


     


    

 


6. Transfer
Restrictions


 


(a) The Parties further acknowledge
and are aware that the Safe Shares issuable hereby may only be disposed of in compliance with respective U.S. state and U.S. federal
securities laws. In connection with any transfer of the Safe Shares other than pursuant to an effective registration statement,
the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Safe Shares under the Securities Act of 1933, as amended (the
“Securities Act”).


 


(b) The Investor agrees to the imprinting,
so long as is required by this Section 6, of a legend on any of the Safe Shares in the following form:


 


“THIS SECURITY HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE U.S. STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.


 


(c) Certificates evidencing the Safe
Shares shall not contain any legend (including the legend set forth in 6(b) hereof): (i) while a registration statement covering
the resale of such security is effective under the Securities Act, (ii) following any sale of such Safe Shares pursuant to Rule
144, (iii) if Safe Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with
the current public information required under Rule 144 as to such Safe Shares and without volume or manner-of-sale restrictions,
or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the
transfer agent of the Company promptly after the respective effective date of the transfer if required by the transfer agent to
effect the removal of the legend hereunder.


 


(d) The Investor
agrees with the Company that the Investor will sell any Safe Shares pursuant to either the registration requirements of the Securities
Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Safe Shares are sold pursuant
to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges
that the removal of the restrictive legend from certificates representing the Safe Shares as set forth in this Section 6 is predicated
upon the Company’s reliance upon this understanding.


 


7. Miscellaneous


 


(a) This
Safe includes the entire agreement between the parties and supersedes any prior agreements with respect to the matter hereof.
Any provision of this Safe may be amended, waived or modified by written consent of the Company and either (i) the Investor
or (ii) the majority-in-interest of all then-outstanding Safes with the same “Valuation Cap” and “Discount
Rate” as this Safe (and Safes lacking one or both of such terms will be considered to be the same with respect to such
term(s)), provided that with respect to clause (ii): (A) the Purchase Amount may not be amended, waived or modified in
this manner, (B) the consent of the Investor and each holder of such Safes must be solicited (even if not obtained), and (C)
such amendment, waiver or modification treats all such holders in the same manner. “Majority-in-interest” refers
to the holders of the applicable group of Safes whose Safes have a total Purchase Amount greater than 50% of the total
Purchase Amount of all of such applicable group of Safes.


 






    -6-


     


    

 


(b) Any notice
required or permitted by this Safe will be deemed sufficient when delivered personally or by overnight courier or sent by email
to the relevant address listed on the signature page, or 48 hours after being deposited in the mail as certified or registered
mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as
subsequently modified by written notice.


 


(c) The Investor
is not entitled, as a holder of this Safe, to vote or be deemed a holder of Share Capital for any purpose other than tax purposes,
nor will anything in this Safe be construed to confer on the Investor, as such, any rights of a Company shareholder or rights to
vote for the election of directors or on any matter submitted to Company shareholders, or to give or withhold consent to any corporate
action or to receive notice of meetings, until shares have been issued on the terms described in Section 2.


 


(d) Neither
this Safe nor the rights in this Safe are transferable or assignable, by operation of law or otherwise, by either party without
the prior written consent of the other; provided, however, that this Safe and/or its rights may be assigned without the
Company’s consent by the Investor to any other entity who directly or indirectly, controls, is controlled by or is under
common control with the Investor, including, without limitation, any general partner, managing member, officer or director of the
Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing
members of, or shares the same management company with, the Investor; and provided, further, that the Company may assign
this Safe in whole, without the consent of the Investor, in connection with a reincorporation to change the Company’s domicile.





 


(e) In the event
any one or more of the provisions of this Safe is for any reason held to be invalid, illegal or unenforceable, in whole or in
part or in any respect, or in the event that any one or more of the provisions of this Safe operate or would prospectively
operate to invalidate this Safe, then and in any such event, such provision(s) only will be deemed null and void and will not
affect any other provision of this Safe and the remaining provisions of this Safe will remain operative and in full force and
effect and will not be affected, prejudiced, or disturbed thereby.





 


(f) All rights
and obligations hereunder will be governed by the laws of the State of Israel, without regard to the conflicts of law provisions
of such jurisdiction. Any disputes arising under or in relation to this Agreement shall be resolved exclusively by the competent
courts located in the city of Tel-Aviv-Jaffa, Israel.





 


(g) The parties
acknowledge and agree that for income tax purposes this Safe is, and at all times has been, intended to be characterized as equity.
Accordingly, the parties agree to treat this Safe consistent with the foregoing intent for income tax purposes (including, without
limitation, on their respective tax returns or other informational statements).


 


(h) 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. Facsimile or pdf. signatures of any party hereto shall constitute and be deemed an original signature.


 


(Signature page follows)


 




    -7-


     


    


 


IN WITNESS WHEREOF, the undersigned have caused
this Safe to be duly executed and delivered.


 


 


	 	INSPIRA TECHNOLOGIES OXY B.H.N.
    LTD.
	 	 	 
	 	By:	
	 	 	[name]
	 		[title]
	 	 	 
	 	Address:	
	 	 
	 	 
	 	Email:	
	 	 	 
	 	INVESTOR:
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Address:	 
	 	 
	 	
	 	Email:	 



 






    -8-


     


    

 


Exhibit A: Investors, Investment
Amounts, Addresses, Options


 


	Investor	 	Address	 	Loan Amount in US$.  	 	Amount of Options issued upon conversion of the Safe in connection an Initial Public Offering
	 	 	 	 	 	 	For every 2 shares, 1 option
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total:	 	 	 	 	 	 



 



    -9-


     


    

 


Exhibit B: Details
of the Designated Account


 





	 	 
	Beneficiary Name:	Inspira Technologies Ltd
	 	 
	Bank Name:	Bank Leumi Ltd.
	 	 
	Branch Address:	Leumitech Business Center
	 	 
	Account Number:	823900/05
	 	 
	Branch Number:	864
	 	 
	IBAN:	IL320108640000082390005
	 	 





 




    -10-


     


    




 


Schedule I


 


Investor Suitability Questionnaire


 






    -11-


     


    

 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


WARRANT TO PURCHASE ORDINARY SHARES 


 


INSPIRA TECHNOLOGIES OXY B.H.N. LTD.


 


	Warrant Shares: _______	Initial Exercise Date: _____, 2021


 


THIS WARRANT TO PURCHASE
ORDINARY SHARES (the “Warrant”) certifies that, for value received, _____ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on
the _____ month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe
for and purchase from Inspira Technologies OXY B.H.N. Ltd., an Israeli corporation (the “Company”), up to _____
Ordinary Shares (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Warrant
Share shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section 1. Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


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


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Liens”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


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


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


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


 


“Trading
Day” means a day on which the Nasdaq Capital Market is open for trading.


 






     


     


    

 


“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading
on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or
the New York Stock Exchange or (or any successors to any of the foregoing).


 


Section 2.
  Exercise.


 


a)  Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date, by delivery to the Company (or such other
office or agency that the Company may designate by notice in writing to the registered Holder at the address of the Holder appearing
on the books of the Company) of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice
of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the two (2) Trading Days following
the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the
applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice
of Exercise form be required.  Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant
has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three
(3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant Shares available hereunder 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.  The
Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The
Company shall deliver any objection to any Notice of Exercise within two (2) Business Day of receipt of such notice. The
Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof.


 


b)  Exercise
Price. The exercise price per Ordinary Share under this Warrant shall be $__, subject to adjustment hereunder (the
“Exercise Price”).


 


d) Mechanics
of Exercise.


 


i.
  Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted
by the Company or, as applicable, the Company’s authorized transfer agent (the “Transfer Agent”) to the
Holder either in certificate form (if the Warrant Shares are not then listed or quoted for public trading) or (if the Warrant Shares
are then listed or quoted for public trading) by crediting the account of the Holder’s prime broker with The Depository Trust
Company through its Deposit/Withdrawal At Custodian system (“DWAC”) if the Transfer Agent in such system and
either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations
pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in
the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the address specified by the Holder in the Notice of Exercise, by the date that is five (5) Trading Days after the delivery
to the Company of (i) the Notice of Exercise and (ii) the aggregate Exercise Price for the Warrant Shares (such date, the “Warrant
Share Delivery Date”).


 



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ii.  Delivery
of New Warrants Upon Exercise.  If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a
new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.


 


iii.  
No Fractional Warrant Shares or Scrip.  No fractional Warrant Shares shall be issued upon the exercise of this Warrant. 
As to any fraction of an Ordinary 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 Ordinary Share.


 


iv.  Charges,
Taxes and Expenses. The Holder shall pay all fees required for the issuance of the Warrant Shares and all fees payable to the
Depository Trust Company (or another established clearing corporation performing similar functions) required for electronic delivery
of the Warrant Shares. 


 


v. Closing
of Books.  The Company will not close its shareholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 


Section 3.   Certain
Adjustments.


 


a)
  Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays
a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent
securities payable in Ordinary Shares (which, for avoidance of doubt, shall not include any Shares issued by the Company upon exercise
of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares into a larger number of shares, as applicable, (iii)
combines (including by way of reverse share split) outstanding Ordinary Shares into a smaller number of shares, as applicable,
or (iv) issues by reclassification of Ordinary Shares or any shares of capital stock of the Company, as applicable, then in each
case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares, as applicable,
(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number
of Ordinary Shares, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of
this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any
adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of
shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant
will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase,
or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase
or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise
Price then in effect.


 


b)
 Pro Rata Distributions.  During such time as this Warrant is outstanding, if the Company shall declare
or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way
of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder
shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the
Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record
is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are
to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate
in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be
entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary Shares as a result
of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 






    3


     


    

 


c)
  Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly
or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person,
(ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant
to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company,
directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group
of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary
Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making
or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, the Company shall deliver to the Holder a written notice in this respect, at least 10 days prior to the closing of such Fundamental
Transaction, provided that this Warrant shall automatically expire and terminate upon the first closing of any such Fundamental
Transaction.


 


d)
  Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th
of an Ordinary Share, as the case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and
outstanding as of a given date shall be the sum of the number of Ordinary Shares, but excluding treasury shares, if any) issued
and outstanding.


 


e) Notice to Holder.


 


i.
  Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price
after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts
requiring such adjustment.


 


ii.  Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required
in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary
Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile
or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company,
at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the
Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such
notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice.  If the Company’s securities are then publicly listed or traded, to the extent that any notice provided
in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the
Company shall simultaneously file such notice with the Commission pursuant to a report on an appropriate form.  The Holder
shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of
the event triggering such notice except as may otherwise be expressly set forth herein.


 






    4


     


    

 


Section 4. Transfer of Warrant.


 


a)  Transferability. 
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) of this Warrant and all
rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant
in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder
delivers an assignment form to the Company assigning this Warrant full.  The Warrant, if properly assigned in accordance herewith,
may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b)  New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in
such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial
Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)  Warrant
Register; No Registration Rights. The Company shall register this Warrant, upon records to be maintained by the Company for
that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Holder acknowledges, by receipt
of this Warrant, that the Company is not obligated to register for resale the Warrant Shares underlying this Warrant.


 


d)  Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 



    5


     


    




 


Section 5.
  Miscellaneous.


 


a)  No
Rights as Shareholder Until Exercise.  This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).


 


b)  Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)  Fridays,
Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on
the next succeeding Business Day.


 


d)  Authorized
Shares.





 


The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient
number of shares to provide for the issuance of the Warrant Shares and underlying Ordinary Shares upon the exercise of any purchase
rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of issuing the Warrant Shares needed for the Transfer Agent to issue the necessary Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the applicable Trading Market upon which the Ordinary Shares may be listed. The Company covenants that
all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, Liens and charges created by the Company in respect of the
issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its
articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.


 






    6


     


    

 


Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any
public regulatory body or bodies having jurisdiction thereof.


 


e)  Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal Proceedings concerning this Warrant (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith, and hereby irrevocably waives, and agrees not to assert in any action or Proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such action or Proceeding is improper or is an inconvenient
venue for such Proceeding.


 


f)  Restrictions. 
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws.


 


g)  Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.


 


h)  Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.


 


i)
  Limitation of Liability. No provision hereof, in the absence of any affirmative action by
the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder,
shall give rise to any liability of the Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company,
whether such liability is asserted by the Company or by creditors of the Company.


 


j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by
law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company
agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions
of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at
law would be adequate.


 


k)  Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this
Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


 


l)
 Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent
of the Company and the Holder.


 


m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n)  Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


********************


 


(Signature Page Follows)


 






    7


     


    

 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	Inspira Technologies OXY B.H.N. Ltd.
	 	 	 
	 	By:	                        
	 	 	Name
	 	 	Title


 




    8


     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


TO:
Inspira Technologies OXY B.H.N. Ltd. 


 


(1)  The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.


 


(2)  Payment
shall take the form of lawful money of the United States.


 


(3)  Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


(4)  The
undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as
amended


 


_______________________________


 


The Warrant Shares shall be delivered to
the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: ________________________________________________________________________


 


Signature of Authorized Signatory of
Investing Entity: _________________________________________________


 


Name of Authorized Signatory: ___________________________________________________________________


 


Title of Authorized Signatory: ____________________________________________________________________


 


Date: ______________________________________________________________________________________


 




    9


     


    

 


EXHIBIT B


ASSIGNMENT FORM


 


(To assign
the foregoing Warrant, execute this form and supply required information.  Do not use this form to purchase Warrant Shares.)


 


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 





	Name:	 
	 	(Please Print)
	 	 
	 	 
	 	(Please Print)
	Address:	 
	 	 
	Phone Number:	 
	 	 
	Email Address:	 



 


Dated: _______________ __, ______ 










	Holder’s Signature:	 	 
	Holder’s Address:	 	 



 


 


 


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