Exhibit 4.5


 


Warrant
Agent Agreement


 


This
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of March , 2022 (the “Issuance Date”)
is between [●], a [●] company
(the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).


 


WHEREAS, pursuant to the terms
of that certain Underwriting Agreement (“Underwriting Agreement”), dated March [●], 2022, by and among
the Company and Aegis Capital Corp., as the underwriter (the “Underwriter”), the Company is engaged in a public
offering of (i) up to [●] closing units (the “Closing Units”), with each Closing Unit consisting of either:
(A) one (1) ordinary share, NIS 0.01 par value per share of the Company (each, a “Share”), one (i) warrant (each,
a “Tradeable Warrant” and collectively, the “Tradeable Warrants”) to purchase one
Share at an exercise price of $[●] (representing 100% of the per Unit offering price); or (B) one-prefunded warrant to purchase
one Share at an exercise price of $0.001 per share (a “Pre-Funded Warrant”), and a Tradeable Warrant (together
with the Tradeable Warrants, the “Warrants”) and one (1) Tradeable Warrant; and (iii) up to [●] Shares,
Pre-funded Warrants and/or Tradeable Warrants issuable pursuant to the Underwriter’s over-allotment option granted pursuant to the
Underwriting Agreement.


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-1 (File No.
333-262838) (as the same may be amended from time to time, the “Registration Statement”), for the registration under
the Securities Act of 1933, as amended (the “Securities Act”), of the Closing Units, Shares, Pre-Funded Warrants, Tradeable
Warrants, and shares underlying Pre-Funded Warrants and Tradeable Warrants, and such Registration Statement was declared effective on
March [●], 2022; and


 


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


 


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


 


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


 


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


 


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


  


2. Pre-funded Warrants.


 


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


 






     


     


    

  


2.2. Issuance and
Registration of Pre-funded Warrants.


 


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


 


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


 


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


 


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


 






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


 


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


  


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


 


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


 


3. Terms and Exercise of Pre-funded Warrants.


 


3.1. Exercise Price.
Each Pre-funded Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant
Agreement, to purchase from the Company the number of Shares stated therein, at the price of $0.001 per whole share, subject to the subsequent
adjustments provided in the Global Pre-funded Warrant. The term “Exercise Price” as used in this Warrant Agreement
refers to the price per share at which Shares may be purchased at the time a Pre-funded Warrant is exercised.


 






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


 


3.3. Exercise of Pre-funded
Warrants.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


6. Other Provisions Relating to Rights
of Holders of Pre-funded Warrants.


 


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


 


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


 


7. Concerning the Warrant Agent and Other
Matters.


 


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


 


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


 






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


  


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


 






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


 


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


 


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


 


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


  


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


 


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


 


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


 


7.12. (a) This Warrant Agreement
shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising
from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and
State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may
be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder.
Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant
Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.
This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent
of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required
for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation,
sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of
this Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed
by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for
the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements
shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Pre-funded Warrants, provided that adjustments
may be made to the Pre-funded Warrant terms and rights in accordance with Section 4 without the consent of the Holders. Nothing in this
Section 7.12 shall limit or restrict the federal district court in which a party may bring a claim under the U.S. federal securities laws.


 






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


  


7.14. Resignation of Warrant Agent.


 


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


 


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


 






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


 


8. Miscellaneous Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 




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


 


	 	WEARABLE DEVICES LTD.
	 	 	 
	 	By:	                                
	 	Name:	 
	 	Title:	 


 


	 	VSTOCK TRANSFER,LLC
	 	 	 
	 	By:	                                             
	 	Name:	 
	 	Title:	 


  




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EXHIBIT A


 


[GLOBAL
Pre-funded WARRANT]


 




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EXHIBIT B


 


WARRANT CERTIFICATE REQUEST NOTICE


 


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


 


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


 


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


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


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


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ____________________________________________________


 


Signature of Authorized Signatory of Investing
Entity: ______________________________


 


Name of Authorized Signatory: ________________________________________________


 


Title of Authorized Signatory: _________________________________________________


 


Date: _______________________________________________________________


 






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EXHIBIT C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	Asher Dahan	 	Chief Executive Officer	 	 
	 	 	 	 	 
	Alon Mualem	 	Chief Financial Officer	 	 
	 	 	 	 	 


 


 


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