PLACEMENT
AGENT WARRANT TO PURCHASE ORDINARY SHARES


REPRESENTED
BY AMERICAN DEPOSITARY SHARES


  


KITOV
PHARMA LTD.


 


Number
of American Depositary Shares: [_______


 


	 	Initial
    Exercise Date: June 25, 2020
	 	Issue
    Date: June 25, 2020


 


THIS
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “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 June 25, 2020 (the
“Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 23, 2025 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Kitov Pharma Ltd., a company organized under the laws
of the State of Israel (the “Company”), up to [●] Ordinary Shares, no par value per share, of the Company
(the “Warrant Shares”) represented by [●___] American Depositary Shares (each, an “ADS” and,
collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”),
as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in
Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of June 22, 2020, by and between
the Company and H.C. Wainwright & Co., LLC (the “Engagement Letter”).


 


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


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs
are then listed or quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date)
on the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not
then listed or quoted for trading on OTCQB or OTCQX and if prices for ADSs are then reported on The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported, or (d)
in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith by the Holders
of a majority in interest of the Warrants originally issued on the Issue Date then outstanding and reasonably acceptable to the
Company, the fees and expenses of which shall be paid by the Company.


 


“Board
of Directors” means the board of directors of the Company.


 


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


 






     


     


    




 


“Depositary”
means Bank of New York Mellon, with offices located at 101 Barclay Street, New York, NY 10007.


 


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


 


“Ordinary
Share(s)” means the ordinary shares of the Company, no par value per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time ADSs or Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant
or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, ADSs or Ordinary Shares.


 


“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.


 


“Purchase
Agreement” means that certain Securities Purchase Agreement, dated as of June 23, 2020, by and among the Company and
the purchasers signatory thereto.


 


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


 


“Subsidiary”
means any subsidiary of the Company within the meaning of Item 601(b)(21)(ii) of Regulation S-K, and shall, where applicable,
also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the ADSs are traded on a Trading Market.


 


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


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed
or quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date)
on the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported on The Pink Open Market (or a
similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported,
or (d) in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith by
the Holders of a majority in interest of the Warrants originally issued on the Issue Date then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.


 






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“Warrants”
means this Warrant and other ADS purchase warrants issued by the Company pursuant to the Engagement Letter.


  


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 of a duly
executed facsimile copy or PDF copy submitted by electronic mail (or e-mail attachment) of the Notice of Exercise in the form
annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the
number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of
exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price (as defined in Section 2(b) herein) for the
Warrant ADSs specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United
States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of
Exercise. 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 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 ADSs
available hereunder and the Warrant has been exercised in full, in which case, the Holder shall, upon request of the Company,
surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which 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 ADSs available hereunder shall have the effect of lowering the outstanding number of Warrant ADSs
purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased. The Holder and the Company shall
maintain records showing the number of Warrant ADSs purchased and the date of such purchases. The Company shall deliver any
objection to any Notice of Exercise within one (1) Trading 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 ADSs hereunder, the number of Warrant ADSs 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 ADS under this Warrant shall be $0.90, subject to adjustment hereunder (the “Exercise
Price”).


 






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(c)
Cashless Exercise. If at the time of exercise hereof, there is no effective registration statement registering, or the
prospectus contained therein is not available for the issuance or resale of the Warrant ADSs by the Holder, then this Warrant
may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall
be entitled to receive the number of Warrant ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 








	 	(A)	=	as applicable: (i)
    the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise
    is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed
    and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”
    (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii)
    at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice
    of Exercise or (z) the Bid Price of the ADSs on the principal Trading Market as reported by Bloomberg L.P. as of the time
    of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
    trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after
    the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the
    date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise
    is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such
    Trading Day;
	 	 	 	 
	 	(B) 	=	the Exercise Price
    of this Warrant, as adjusted hereunder; and
	 	 	 	 
	 	(X)	=	the
    number of Warrant ADSs that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if
    such exercise were by means of a cash exercise rather than a cashless exercise.










 


If
Warrant ADSs are issued in such a “cashless exercise,” the parties acknowledge and agree that in accordance with Section
3(a)(9) of the Securities Act, the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised.  The
Company agrees not to take any position contrary to this Section 2(c) (unless a contrary position is required due to changes in
law).


 






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(d)
Mechanics of Exercise.


 


(i)
Delivery of Warrant ADSs Upon Exercise. The Company shall cause its registrar to deposit the Warrant Shares subject to
such exercise with the Israeli custodian of The Bank of New York Mellon, the Depositary for the ADSs (the “Depositary”),
and cause the Depositary to credit the account of the Holder’s or its designee’s balance account with The Depository
Trust Company (or another established clearing corporation performing similar functions) through its Deposit/Withdrawal At Custodian
system (“DWAC”) if the Depositary is then a participant in such system and either (A) there is an effective
registration statement permitting the issuance of the Warrant ADSs to or resale of the Warrant ADSs by the Holder or (B) this
Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the name
of the Holder or its designee, for the number of Warrant ADSs 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 the earlier of (i) two (2) Trading Days and (ii)
the number of Trading Days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice
of Exercise (such date, the “Warrant ADS Delivery Date”), provided, that the Company shall not be obligated
to deliver the Warrant ADSs hereunder unless the Company has received the aggregate Exercise Price (other than in the case of
a cashless exercise) on or before the Warrant ADS Delivery Date. The Warrant Shares represented by the Warrant ADSs shall be deemed
to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become the holder
of record of such Warrant Shares represented by the Warrant ADSs for all purposes, as of the date the Warrant has been exercised,
irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than
in the case of a cashless exercise) is received by the Warrant ADS Delivery Date. If the Company fails for any reason to deliver
to the Holder the Warrant ADSs subject to a Notice of Exercise by the second Trading Day following the Warrant ADS Delivery Date,
the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant ADSs subject
to such exercise (based on the VWAP of an ADS on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing
to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after the
second Trading Day following such Warrant ADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise.
The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable, if applicable. As used herein, “Standard Settlement Period” means the standard settlement
period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the ADS as in effect
on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered
on or prior to 12:00 p.m. (New York City time) on the Trading Day prior to the Initial Exercise Date (“Pre-Closing Exercise
Cut-Off”), and provided that the Initial Exercise Date falls on a day on which the Company’s Registration Company,
the TASE Clearing House and the Depository’s Custodian all in Israel are open for regular business hours (“Pre-Closing
Notice of Exercise”), which Pre-Closing Notice of Exercise may be delivered at any time after the time of execution
of the Purchase Agreement until the Pre-Closing Exercise Cut-Off, the Company agrees to deliver the Warrant ADSs subject to such
notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant ADS
Delivery Date for purposes hereunder.


 






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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 ADSs, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.


 


(iii)
Rescission Rights. If the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs pursuant to Section
2(d)(i) by the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that
the Holder shall be required to return any Warrant ADSs or Ordinary Shares subject to any such rescinded exercise notice concurrently
with the return to Holder of the aggregate Exercise Price paid to the Company for such Warrant ADSs and the restoration of Holder’s
right to acquire such Warrant ADSs pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing
such restored right).


 


(iv)
Compensation for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving
upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the ADSs so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant ADSs that the Company was required to deliver to the Holder in
connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was
executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant ADSs
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For
example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver ADSs upon exercise of the Warrant as required pursuant to the terms hereof.


 






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(v)
No Fractional Shares or Scrip. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant.
As to any fraction of an ADS 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 ADS.


 


(vi)
Charges, Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid
by the Company, and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the event that Warrant ADSs are to be issued in a name other than the name
of the Holder, this Warrant shall be surrendered for exercise and accompanied by the Assignment Form attached hereto duly executed
by the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Holder shall pay all Depositary fees required for same-day processing of any Notice of Exercise and
all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for
same-day electronic delivery of the ADSs, if any. The Company shall pay all applicable fees and expenses of the Depositary in
connection with the issuance of the Warrant ADSs hereunder.


 


(vii)
Closing of Books. The Company will not close its shareholder books or records in any manner that prevents the timely exercise
of this Warrant pursuant to the terms hereof.


 


(e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not
have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect
to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,
collectively, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below).  For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder
and its Affiliates and Attribution Parties shall include the number of Ordinary Shares underlying ADSs held by the Holder and
its Attribution Parties plus the number of Ordinary Shares underlying ADSs issuable upon exercise of this Warrant with respect
to which such determination is being made, but shall exclude the number of Ordinary Shares underlying ADSs which would be issuable
upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates
or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the
Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Affiliates or Attribution
Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion
of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e),
in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstanding Ordinary Shares as
reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report on Form 6-K or other public filing with the
Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company
or the Depositary setting forth the number of Ordinary Shares outstanding.  Upon the written or oral request of the Holder,
the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary
Shares then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance
of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the
Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares
upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase
in the Beneficial Ownership Limitation will not be effective until the sixty first (61st) day after such notice is
delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this
Warrant.


 






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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 ADSs or any other equity or equity equivalent securities
payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise
of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as
applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number
of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any capital share 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 or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of
which the denominator shall be the number of Ordinary Shares or ADSs, 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.


 


(b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company
grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro
rata to the record holders of any class of Ordinary Shares or ADSs (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of Ordinary Shares or ADSs 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 on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of Ordinary Shares or ADSs are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase
Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such ADSs as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


(c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
(other than cash) or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares or ADSs,
by way of return of capital or otherwise (including, without limitation, any distribution of 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 or ADSs 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
or ADSs are to be determined for the participation in such Distribution; provided, however, that 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 or ADSs 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.


 






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(d) 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 (and all of its
Subsidiaries, taken as a whole), 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 (including any Ordinary Shares underlying ADSs) 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 (including
any Ordinary Shares underlying ADSs), (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, merger 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 (including any
Ordinary Shares underlying ADSs) (not including any ADSs and 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, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant ADSs that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section
2(e) on the exercise of this Warrant), the number of shares of capital stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of a number of Ordinary Shares (including any Ordinary Shares
underlying ADSs) equal to the amount of Warrant ADSs for which this Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise,
the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one Ordinary Share or ADS, as applicable, in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Ordinary Shares or ADSs are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall,
at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental
Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant
from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining
unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that if
the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, Holder
shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the
same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the
holders of Ordinary Shares of the Company in connection with the Fundamental Transaction, whether that consideration be in the
form of cash, share or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from
among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of
Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary
Shares will be deemed to have received common equity of the Successor Entity (which Entity may be the Company following such Fundamental
Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black
Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined
as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to 100%, (C) the underlying price
per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus
the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the
last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior
to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the
public announcement of the applicable Fundamental Transaction and the Termination Date. The payment of the Black Scholes Value
will be made by wire transfer of immediately available funds within five (5) Trading Days of the Holder’s election (or,
if later, on the effective date of the Fundamental Transaction).  The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is
exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to
the Ordinary Shares or ADSs acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder
to such shares of capital stock (but taking into account the relative value of the Ordinary Shares or ADSs pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being
for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),
and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,
the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect
as if such Successor Entity had been named as the Company herein.


 






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


 


(f)
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 ADSs 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 or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of
the Ordinary Shares or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs 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 or ADSs, 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 or
ADSs 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. 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 Form 6-K. 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.


 






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Section
4.Transfer of Warrant.


 


(a)
Transferability. Pursuant to FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant ADS issued upon exercise of this
Warrant shall be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of the securities by any person for a period of
180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant
is being issued, except the transfer of any security:


 


i.
by operation of law or by reason of reorganization of the Company;


 


ii.
to any FINRA member firm participating in the offering and the officers and partners thereof, if all securities so transferred
remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period;


 


iii.
if the aggregate amount of securities of the Company held by the placement agent and related persons do not exceed 1% of the securities
being offered;


 


iv.
that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member
manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the
equity in the fund; or


 


v.
the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section
4(a) for the remainder of the time period.


 


Subject
to the foregoing restriction, 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-in-fact 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 two (2) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant
in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
ADSs 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-in-fact. 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 original Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant ADSs
issuable pursuant thereto.


 


(c) Warrant
Register. 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.


  


Section
5.Miscellaneous.


 


(a)
No Rights as Shareholder Until Exercise; No Settlement in Cash. Without prejudice to any adjustment provisions which are
expressly set forth in Section 3, it is clarified that and understood by the Holder that 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). Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive
the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash
settle an exercise of this Warrant.


 


(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
ADSs, 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.


 






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(c)
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 Trading Day, then, such action may be taken or such right may be exercised on the next
succeeding Trading 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 ADSs 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 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 ADSs
and 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 and ADSs may be listed. The Company covenants that all Warrant
ADSs 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 ADSs 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 certificate 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.
Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant ADSs above the
amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant ADSs upon
the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations
under this Warrant.


 






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Before
taking any action which would result in an adjustment in the number of Warrant ADSs 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)
Governing Law. 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 the interpretations, enforcement
and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their 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
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action,
suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding. All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase
Agreement.


 


(f)
Restrictions. The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered,
and the Holder does not utilize cashless exercise, 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 hereunder or under
applicable law or in equity. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails
to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the
Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’
fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder.


 






    13


     


    




 


(h)
Notices. Any and all notices or other communications or deliveries to be provided by the holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally
recognized overnight courier service, addressed to the Company, at [__], Attention: [___], email address: [___], facsimile: [__],
or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders.
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered
personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the
facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice
or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding the Company or any subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Report on Form 6-K.


 


(i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant ADSs, 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 ADSs or as a shareholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company or otherwise.


 


(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 ADSs.


 





(l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company,
on the one hand, and the Holder of this Warrant, on the other hand.


 


(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)


 




    14


     


    

 


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.





 





	 	Kitov
    Pharma Ltd.
	 	 
	 	By:	  
	 	Name:	 
	 	Title:	 










 




    15


     


    

 


NOTICE
OF EXERCISE


 


	To:	Kitov
    Pharma Ltd.




The
bank of new york mellon


 


(1)
The undersigned hereby elects to purchase ________ Warrant ADSs 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 (check applicable box):


 


☐ in
lawful money of the United States; or


 


☐ if
permitted the cancellation of such number of Warrant ADSs as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant ADSs purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c)..


 


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


 


(4)
The time of day this Notice of Exercise is being executed is: _______________________________


 


The
Warrant ADSs 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:
________________________________________________________________________________________


 




    16


     


    

 


ASSIGNMENT
FORM


 


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


 


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


 


	Name:
	
                                           __________________________________________

        (Please
        Print)

	Address:	___________________________________________

        (Please
        Print)

	Phone
    Number:	 
	Email
    Address:	 
	Dated:	_______________
    __, ______
	Holder’s
    Signature:________________	 
	 	 
	Holder’s
    Address:________________	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


 


 


17