Exhibit
4.1


 


FORM
OF WARRANT


 


THESE
WARRANTS ARE NOT TRANSFERABLE


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.


 


IR-MED,
INC.


 


(A
Nevada Corporation)


 


NON-TRANSFERABLE

WARRANT CERTIFICATE


 


	CERTIFICATE
    NO. ____(2022) _________	 
	 	 
	NUMBER
    OF WARRANTS: _________	RIGHT
    TO PURCHASE _______Shares


 


THESE
NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID


 


EASTERN
TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND


CONDITIONS
ATTACHED TO THIS WARRANT CERTIFICATE.


 


NON-TRANSFERABLE
SHARE PURCHASE WARRANTS


TO
PURCHASE COMMON SHARES OF IR-MED, INC.


 


THE
WARRANTS ARE REPRESENTED BY THIS CERTIFICATE.


 


This
is to certify that, for value received, _______________ (the “Holder”) has the right to purchase, upon and
subject to the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) from
April__, 2022 to 5:00 p.m. (Eastern Time) on the Expiry Date (as defined in the attached Terms and Conditions), the number of fully paid
and non-assessable shares of common stock, par value $0.001 per share (the “Shares”) of IR-Med, Inc. (the “Company”)
set out above, by surrendering to the Company this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”,
duly completed and executed, and wire transfer in lawful money of the United States of America in an amount equal to the purchase price
per Share multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment
thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable
Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $1.10 per Share (subject to adjustment as described
in the Terms and Conditions).


 



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These
Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance
with the Terms and Conditions.


 


Nothing
contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase
any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder will be void
and of no value.


 


IN
WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed.


 


DATED
as of the ________day of _______, 2022.


 


IR-MED,
INC.


 


	Per:		 
	   	Name:
    Ram Eliaz	 
	   	Title:
    Chief Executive Officer	 


 


PLEASE
NOTE THAT ALL SHARE CERTIFICATES ISSUED TO NON-U.S. PERSONS UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS:


 


“THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
1933 ACT.”


 


PLEASE
NOTE THAT ALL SHARE CERTIFICATES ISSUED TO U.S. PERSONS UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS:


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.


 




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APPENDIX
“A”


 


TERMS
AND CONDITIONS dated as of April __, 2022 (the “Terms and Conditions”), attached to the Non-Transferable Share Purchase
Warrants issued by IR-Med, Inc.


 


1.
Definitions


 


In
these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:


 


(a)
“Business Day” means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of Nevada
are authorized or obligated by law or executive order to close.


 


(b)
“Company” means IR-Med, Inc., a Nevada corporation. If a successor corporation will have become such as a result of consolidation,
amalgamation or merger with or into any other corporation or corporations, or as a result of the conveyance or transfer of all or substantially
all of the properties and estates of the Company as an entirety to any other corporation and thereafter “Company” will mean
such successor corporation;


 


(c)
“Company’s Auditors” means an independent firm of accountants duly appointed as auditors of the Company;


 


(d)
“Exercise Price” means US $1.10 per Share, subject to adjustment as provided in the Terms and Conditions;


 


(e)
“Expiry Date” means the third anniversary from the date of the issuance of the Note to the Holder;


 


(f)
“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or
modified from time to time; and the expression “Section” followed by a number refer to the specified Section of these Terms
and Conditions;


 


(g)
“person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons
have a similar meaning;


 


(h)
“Holder” or “Holders” means the holder of the Warrants and its heirs, executors, administrators, successors,
legal representatives and assigns;


 


(i)
“Shares” means the shares of common stock in the capital of the Company as constituted at the date hereof and any shares
resulting from any subdivision or consolidation of such shares, issued upon exercise of the Warrants;


 


(j)
“Trading Day” means any day on which the Common Stock is traded on the


 


(k)
“Principal Trading Market” the principal trading market or securities market on which the Common Stock is then quoted or
traded .


 


(k)
“Warrants” means the Non-Transferable Share Purchase Warrants of the Company issued and presently authorized and for the
time being outstanding; and


 


(l)
“1933 Act” means the United States Securities Act of 1933.


 



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2.
Interpretation


 


The
division of these Terms and Conditions into sections and the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof. Words importing the singular number include the plural and vice versa and words importing
the masculine gender include the feminine and neuter genders.


 


3.
Applicable Law


 


The
rights and restrictions attached to the Warrants shall be construed in accordance with the laws of the State of Nevada.


 


4.
Additional Issuances of Securities


 


The
Company may at any time and from time to time do further equity or debt financing and may issue additional shares, warrants, convertible
securities, stock options or similar rights to purchase shares of its capital stock.


 


5.
Replacement of Lost Warrants


 


In
case this Warrant Certificate shall become mutilated, lost, destroyed or stolen, the Company in its discretion may issue and deliver
a new Warrant Certificate of like date and tenure as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and
upon cancellation of such mutilated Warrant Certificate, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant
Certificate and the substituted Warrant Certificate shall be entitled to all benefits hereunder and rank equally in accordance with its
terms with all other Warrants issued or to be issued by the Company.


 


The
applicant for the issue of a new Warrant Certificate pursuant hereto shall bear the cost of the issue thereof and in case of loss, destruction
or theft shall furnish to the Company evidence of ownership and of loss, destruction or theft of the Warrant Certificate so lost, destroyed
or stolen as shall be satisfactory to the Company and its transfer agent in accordance with its usual policies and procedures and such
applicant may also be required to furnish indemnity in the amount and form satisfactory to the Company and its transfer agent in accordance
with its usual policies and procedures, and shall pay the reasonable charges of the Company in connection therewith.


 


6.
Warrant Holder Not a Shareholder


 


The
holding of a Warrant Certificate will not constitute the Holder as a shareholder of the Company, nor entitle the Holder to any right
or interest in respect thereof except as is expressly provided in the Warrant Certificate or these Terms and Conditions.


 


7.
Warrants Not Transferable


 


The
Warrants and all rights attached thereto are not transferable.


 






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8.
Notice to Holders


 


Any
notice required or permitted to be given to the Holder will be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a printed copy to the address of the Holder appearing on
the Warrant Certificate or to such other address as any Holder may specify by notice in writing to the Company, and any such notice will
be deemed to have been given and received by the Holder to whom it was addressed if mailed, on the third day following the mailing thereof,
if by facsimile or other electronic communication, on successful transmission, or, if delivered, on delivery; but if at the time of mailing
or between the time of mailing and the third Business Day thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually delivered.


 


9.
Notice to the Company


 


Any
notice required or permitted to be given to the Company will be in writing and may be given by prepaid registered post, electronic facsimile
transmission or other means of electronic communication capable of producing a printed copy to the address of the Company set forth below
or such other address as the Company may specify by notice in writing to the Holder, and any such notice will be deemed to have been
given and received by the Company to whom it was addressed if mailed, on the third day following the mailing thereof, if by facsimile
or other electronic communication, on successful transmission, or, if delivered, on delivery; but if at the time or mailing or between
the time of mailing and the third Business Day thereafter there is a strike, lockout, or other labour disturbance affecting postal service,
then the notice will not be effectively given until actually delivered:


 


IR-Med,
Inc.


ZHR
Industrial Zone


Rosh
Pina, Israel


Attention:
CFO



 


10.
Method of Exercise of Warrants


 


The
right to purchase Shares conferred by the Warrants may be exercised by the Holder of such Warrant by surrendering it to the Company,
with a duly completed and executed subscription in the form attached as Appendix “B” and cash, bank draft, certified cheque
or money order payable to or to the order of the Company for the Aggregate Purchase Price subscribed for in lawful money of the United
States of America.


 



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11.
Mandatory Exercise of Warrants


 


If
at any time from and after the date hereof, the closing price of the Company’s Common Stock on the Principal Trading Market (or
national stock exchange or market on which the Common Stock is then listed or quoted) equals or exceeds $2.50 per share (which amount
may be adjusted for certain capital events, such as stock splits, as described herein) and the corresponding average daily trading volume
measured in shares of the Company’s Common Stock during such period shall equal or exceed 75,000 shares, in each case for the forty
(40) consecutive Trading Days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to
require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory
Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common
Stock in accordance with Section 10 hereof at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a “Mandatory
Exercise”). The Company may exercise its right to require exercise under this Section 5 by delivering within not more than
five (5) Trading Days following the end of such Mandatory Exercise Measuring Period a written notice thereof by electronic mail to the
Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory
Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall state (i) the
Trading Day on which the Mandatory Exercise shall occur, which shall be the second (2nd) Trading Day following the Mandatory Exercise
Notice Date (the “Mandatory Exercise Date”) and (ii) the aggregate number of Warrants which the Company has elected
to be subject to such Mandatory Exercise from the Holder (the “Mandatory Exercise Amount”) pursuant to this Section
11.


 


12.
Effect of Exercise of Warrants


 


Upon
surrender and payment as aforesaid, the Shares so subscribed for shall be deemed to have been issued and such Holder shall be deemed
to have become the holder (or holders) of record of such Shares on the date of such surrender and payment and such Shares shall be issued
at the Exercise Price in effect on the date of such surrender and payment.


 


Within
ten Business Days after surrender and payment as aforesaid, the Company shall forthwith cause to be delivered to the person or persons
in whose name or names the Shares so subscribed for are to be issued as specified in such subscription or mailed to him or them at his
or their respective addresses specified in such subscription, a certificate or certificates for the appropriate number of Shares not
exceeding those which the Holder is entitled to purchase pursuant to the Warrant surrendered.


 


13.
Subscription for Less than Entitlement


 


The
Holder of any Warrant may subscribe for and purchase a number of Shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of Shares less than the number which can be purchase pursuant to
a Warrant, the Holder, upon exercise thereof, shall be entitled to receive a new Warrant Certificate in respect of the balance of the
Shares which he was entitled to purchase pursuant to the surrendered Warrant Certificate and which were not then purchased.


 


14.
Warrants for Fractions of Shares


 


To
the extent that the Holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a Share, such
right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the aggregate
entitle the Holder to receive a whole number of such Shares.


 


15.
Expiration of Warrants


 


After
the expiration of the Expiry Period, all rights thereunder shall wholly cease and terminate and such Warrants shall be void and of no
further force and effect.


 



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16.
Adjustment of Exercise Price


 


The
Exercise Price and the number of Common Shares deliverable upon the exercise of the Warrants shall be subject to adjustment in the event
and in the manner following: (a) If and whenever the Shares at any time outstanding shall be subdivided into a greater or consolidated
into a lesser number of Shares, the Exercise Price shall be decreased or increased proportionately, as the case may be, and upon any
such subdivision or consolidation, the number of Shares deliverable upon the exercise of the Warrants shall be increased or decreased
proportionately, as the case may be; (b) In case of any capital reorganization or of any reclassification of the capital of the Company
or in case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of
the Company as or substantially as an entirety or of any other company, each Warrant shall, after such capital reorganization, reclassification
of capital, consolidation, merger, amalgamation or sale, confer the right to purchase that number of shares or other securities or property
of the Company or of the company resulting from such capital reorganization, reclassification, consolidation, merger, amalgamation or
to which such sale shall be made, as the case may be, to which the Holder of the shares deliverable at the time of such capital reorganization,
reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on
such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate
adjustments shall be made in the application of the provisions set forth in Sections 13 to 20 hereof with respect to the rights and interest
thereafter of the Holders of the Warrants to the end that the provisions set forth in Sections 13 to 20 hereof shall thereafter correspondingly
be made applicable as nearly as may reasonable be expected in relation to any shares or other securities or property thereafter deliverable
on the exercise of the Warrants. The subdivision or consolidation of the Shares at any time outstanding into a greater or lesser number
of Shares (whether with or without par value) shall not be deemed to be a capital reorganization or a reclassification of the capital
of the Company for the purposes of this Section 16(b).


 


The
adjustments provided for in this Section 16 pursuant to any Warrants are cumulative .and will become effective immediately after the
record date for, or, if no record date is fixed, the effective date, of the event which results in such adjustments.


 


17.
Determination of Adjustments


 


If
any questions shall at any time arise with respect to the Exercise Price or any adjustments provided for in this Warrant, such questions
shall be conclusively determined by the Company’s Auditors, from time to time, or, if they decline to so act, any other firm of
chartered accountants that the Company may designate and who shall have access to all appropriate records and such determination shall
be binding upon the Company and the Holders.


 


18.
Covenants of the Company


 


The
Company will reserve and there will remain unissued out of its authorized capital a sufficient number of Shares to satisfy the rights
of purchase provided for in the Warrants should the Holders of all the Warrants from time to time outstanding determine to exercise such
rights in respect of all Shares which they are or may be entitled to purchase pursuant thereto.


 


19.
Immunity of Shareholders, etc.


 


The
Holder hereby waives and releases any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past,
present or future incorporator, shareholder, director or officer (as such) of the Company for the issue of Shares pursuant to any Warrant
or on any covenant, agreement, representation or warranty by the Company herein contained.


 



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20.
Modification of Terms and Conditions for Certain Purposes


 


From
time to time the Company may, subject to the provisions of these presents, and it shall, when so directed by these presents, modify the
terms, and conditions hereof, for any one or more of any of the following purposes: (a) making such provisions not inconsistent herewith
as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or
quotation of the Warrants on any stock exchange or quotation system; (b) adding to or altering the provisions hereof in respect of the
registration and transfer of Warrants making provisions for the exchange of Warrants of different denominations; and making any modification
in the form of the Warrants which does not affect the substance thereof;


 


(c)
for any other purpose not inconsistent with the terms hereof, including the correction or recertification of any ambiguities, defective
provisions, errors or omissions herein; and


 


(d)
to evidence any successions of any corporation and the assumption of any successor of the covenants of the Company herein and in the
Warrants contained as provided herein.


 


21.
United States Restrictions


 


These
Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended
or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1933 Act)
unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state
securities laws or unless an exemption from such registration is available.


 


DATED
as of the date first above written in these Terms and Conditions.


 


IR-MED,
INC.


 


	Per:	 	 
	Name:	Ram Eliaz	 
	Title:	Chief Executive Officer	 


 







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