Exhibit 4.4


 


Form of Representative’s Warrant
Agreement


 


THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT
AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I)
FELTL AND COMPANY, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR
PARTNER OF FELTL AND COMPANY, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE WARRANT
IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER
5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


PURCHASE WARRANT


 


For the Purchase of [_____] Ordinary Shares


of


Biolight
life sciences ltd.


 


1.          Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Feltl and Company, Inc. (“Holder”),
as registered owner of this Purchase Warrant, to BioLight Life Sciences Ltd., a an Israeli company (the “Company”),
Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE
OF THE OFFERING] (the “Commencement Date”), and until at or before 5:00p.m., Eastern time, [_________]
[DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] ordinary shares (the “Shares”)
of the Company, par value NIS 2.5 per share (the “Ordinary Shares”), subject to adjustment as provided in Section
6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant
may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending
on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant
is initially exercisable at $[____] per Share [equal to 125% of the higher of the Company’s share closing price on the Tel
Aviv Stock Exchange a day before the initial public offering and the initial public offering price per share]; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including
the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified.
The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on
the context. The term “Effective Date” shall mean [ ], the date on which the Registration Statement on Form F-1 (File
No. 333-209454) of the Company was declared effective by the Securities and Exchange Commission.


 




     


     


    

  


2.          Exercise.


 


2.1           Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or
official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2           Cashless
Exercise.  If at any time after the Commencement Date there is no effective registration statement registering, or no
current prospectus available for, the resale of the Shares by the Holder at the time the Holder desires to exercise this Purchase
Warrant, then in lieu of exercising this Purchase Warrant at that time by payment of cash or check payable to the order of the
Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant
(or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form
attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The Fair Market Value of one Ordinary Share; and
	 	B	=	The Exercise Price.


 


For purposes of this
Section 2.2, ”Fair Market Value” of a Share is defined as follows:


 


		(i)	if the Company’s Ordinary Shares are traded on
a securities exchange, the Fair Market Value shall be deemed to be the closing price on such exchange a day immediately prior
to the exercise form being submitted in connection with the exercise of the Purchase Warrant;



 


		(ii)	if the Company’s Ordinary Shares are actively traded
over-the-counter, the Fair Market Value shall be deemed to be the closing bid price prior to the exercise form being submitted
in connection with the exercise of the Purchase Warrant; or



 


		(iii)	if there is no active public market, the Fair Market
Value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.



 


2.3          Legend.
Each certificate representing the Shares shall bear a legend as follows unless such securities have been registered under the Securities
Act of 1933, as amended (the “Securities Act”):


 




     


     


    

  


“The securities
represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration
under the Securities Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 


3.          Transfer.


 


3.1           General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not for a period of one year following the Effective Date: (a) sell, transfer, assign, pledge or hypothecate this Purchase
Warrant to anyone other than: (i) Feltl and Company, Inc. (“Feltl”) or an underwriter or a selected dealer participating
in the Offering, or (ii) a bona fide officer or partner of Feltl or of any such underwriter or selected dealer, in each case in
accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the
subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition
of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after one year after
the Effective Date, transfers of this Purchase Warrant to others may be made subject to compliance with or exemptions from applicable
securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection
therewith. Subject to Section 3.2, the Company shall within five (5) business days transfer this Purchase Warrant on the books
of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number
as shall be contemplated by any such assignment.


 


3.2           Restrictions Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred
unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant
to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established
to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of  Robinson
Brog Leinwand Greene Genovese & Gluck., P.C. shall be deemed satisfactory evidence of the availability of an exemption), or
(ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such
securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established. 


 


4.          Registration
Rights.


 


4.1         “Piggy-Back”
Registration.


 


4.1.1           Grant
of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right,
for a period of no more than five (5) years from the Effective Date in accordance with FINRA Rule 5110(f)(2)(G)(v), to include
all or any portion of the Registrable Securities as part of any other registration of securities filed by the Company (other than
in connection with a transaction of the type contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form
S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public
offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation
on the number of Shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing
or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to
include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder
requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made
pro rata among the selling shareholders seeking to include Ordinary Shares in proportion to the number of Ordinary Shares sought
to be included by such selling shareholders; provided, however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion
of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 




     


     


    

 


4.1.2           Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof,
but the Holder shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holder to represent
it in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish
the then Holder of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the proposed
date of filing of such registration statement. Such notice to the Holder shall continue to be given for each registration statement
filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable
Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days
of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in
this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.1.2;
provided, however, that such registration rights shall terminate on the fourth anniversary of the Commencement Date.


 


4.2         General
Terms.


 


4.3.1           Indemnification.
The Company shall indemnify the Holder of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 (a) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which
the Company has agreed to indemnify the Underwriters contained in Section 6(a) of the Underwriting Agreement between Feltl (as
representative of the several Underwriters named in Schedule 1 attached thereto) and the Company, dated as of [______], 2016. The
Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall
severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever)
to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by
or on behalf of the Holder(s), or their successors or assigns, in writing, for specific inclusion in such registration statement
to the same extent and with the same effect as the provisions contained in Section 6(b) of the Underwriting Agreement pursuant
to which the Underwriters have agreed to indemnify the Company.


 


4.2.2           Exercise
of Purchase Warrant. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder to exercise their
Purchase Warrant prior to or after the initial filing of any registration statement or the effectiveness thereof.


 




     


     


    

 


4.2.3           Documents
Delivered to Holder. The Company shall furnish to each underwriter of any offering pursuant to Section 4.1 hereof, if any,
a signed counterpart, addressed to such underwriter, of: (i) an opinion of counsel to the Company, dated effective date of such
registration statement (and, if such registration statement includes an underwritten public offering, an opinion dated the date
of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective
date of such registration statement (and, if such registration statement includes an underwritten public offering, a letter dated
the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has
issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company
shall also deliver promptly to the managing underwriter, if any, copies of all correspondence between the Commission and the Company,
its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration
statement and permit each underwriter to do such investigation, upon reasonable advance notice, with respect to information contained
in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules
of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of
the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such
underwriter shall reasonably request.


 


4.2.4           Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by the
holders of a majority of the shares covered by the Registration Statement contemplated by either Section 4.1, which managing underwriter
shall be reasonably satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company,
each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and
such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holder shall be
a party to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters
shall also be made to and for the benefit of such Holder. Such Holder shall not be required to make any representations or warranties
to or agreements with the Company or the underwriters except as they may relate to such Holder, the Shares and their intended methods
of distribution.


 


4.2.5           Documents
to be Delivered by Holder. Each Holder participating in any of the foregoing offerings shall furnish to the Company a completed
and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


4.2.6           Damages.
Should the registration or the effectiveness thereof required by Section 4.1 be delayed by the Company or the Company otherwise
fails to comply with the provisions of Section 4.1, the Holder shall, in addition to any other legal or other relief available
to the Holder, be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened
breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the
necessity of posting bond or other security.


 


5.          New
Purchase Warrant to be Issued.


 


5.1         Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax
if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase
Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number
of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 




     


     


    

 


5.2         Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant
and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant
of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 


6.          Adjustments.


 


6.1         Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1           Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Ordinary Shares is increased by a share dividend payable in Shares or by a split up of Ordinary Shares or other similar event,
then, on the effective day thereof, the number of Ordinary Shares purchasable hereunder shall be increased in proportion to such
increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.


 


6.1.2           Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Ordinary
Shares is decreased by a consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on the
effective date thereof, the number of Ordinary Shares purchasable hereunder shall be decreased in proportion to such decrease in
outstanding Ordinary Shares, and the Exercise Price shall be proportionately increased.


 


6.1.3           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Ordinary Shares, or in
the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than
a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of
exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares or other securities or property (including cash) receivable upon
such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following
any such sale or transfer, by a Holder of the number of Ordinary Shares of the Company obtainable upon exercise of this Purchase
Warrant immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Section
6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of
this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations,
or consolidations, sales or other transfers.


 




     


     


    

 


6.1.4           Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrant issued after such change may state the same Exercise Price and the same number of Shares as are stated
in the Purchase Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase
Warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the
Effective Date or the computation thereof.


 


6.2         Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Ordinary Shares), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase
Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant)
to receive, upon exercise of such Purchase Warrant, the kind and amount of shares and other securities and property receivable
upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Ordinary Shares of the Company for
which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation,
sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments
provided for in this Section 6. The above provision of this Section 6 shall similarly apply to successive consolidations or share
reconstructions or amalgamations.


 


6.3         Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the
Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the
nearest whole number of Shares or other securities, properties or rights.


 


7.           Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Ordinary Shares, solely
for the purpose of issuance upon exercise of the Purchase Warrant, such number of Ordinary Shares or other securities, properties
or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase
Warrant and payment of the Exercise Price therefor, in accordance with the terms hereby, all Ordinary Shares and other securities
issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights
of any shareholder. As long as the Purchase Warrant shall be outstanding, the Company shall use its commercially reasonable efforts
to cause all Shares issuable upon exercise of the Purchase Warrant to be listed (subject to official notice of issuance) on all
national securities exchanges (or, if applicable, on the OTC QB or any successor trading market) on which the Ordinary Shares
issued to the public in the Offering may then be listed and/or quoted.


 


8.          Certain
Notice Requirements.


 


8.1         Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to
receive notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrant and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is
given to the shareholders.


 




     


     


    

 


8.2        Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer
to all the holders of its Ordinary Shares any additional share capital of the Company or securities convertible into or exchangeable
for share capital of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or
winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of
all or substantially all of its property, assets and business shall be proposed.


 


8.3         Notice of
Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holder of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Executive Officer.


 


8.4         Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company and the address below, or (ii)
if to the Company, to the following address or to such other address as the Company may designate by notice to the Holder:


 


If to the Holder:


 


Feltl and Company, Inc.


2100 LaSalle Plaza


800 LaSalle Avenue


Minneapolis, Minnesota 55402


Attn: Christopher R. Pravecek, Director of Investment
Banking


Fax: (612) 492-8899


 


with a copy (which shall not constitute notice) to:


 


Robinson Brog Leinwand Greene Genovese & Gluck
P.C.


875 Third Avenue


New York, NY 10022


Attn: David Danovitch, Esq.






If to the Company:


 


Bio-Light Life Sciences Ltd.


 




     


     


    

 


Kiryat Atidim


Building 3, 5th Floor


Tel Aviv, Israel 6158101


Attn: Suzana Zilberberg


 


with a copy (which shall not constitute notice) to:


 


McDermott Will & Emery LLP


340 Madison Avenue


New York, NY 10173


Attn: Mark S. Selinger, Esq.


 


9.          Miscellaneous.


 


9.1           Amendments.
The Company and Feltl may from time to time supplement or amend this Purchase Warrant without the approval of the Holder in order
to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Feltl
may deem necessary or desirable and that the Company and Feltl deem shall not adversely affect the interest of the Holder. All
other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the
modification or amendment is sought.


 


9.2           Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.          Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4           Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representatives and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5           Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the New York Supreme Court, County of New York or United States District Court of for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party (or
parties) in any such action shall be entitled to recover from the other party (or parties) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company
(on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Holder hereby
irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.


 




     


     


    

 


9.6           Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver
is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach, non-compliance or non-fulfillment.


 


9.7           Execution
in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and
the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic
transmission.


 


9.8           Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any
time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Feltl enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that the Purchase Warrant will be exchanged for securities or cash or a combination
of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature Page
Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the Company has caused
this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2016.


 


	BIOLIGHT LIFE SCIENCES LTD.	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 


 




     


     


    

 


[Form to be used to exercise Purchase
Warrant]


 


Date: __________, 20___


 


The undersigned hereby elects irrevocably to exercise the Purchase
Warrant for ______ ordinary stock (the “Shares”), of BioLight Life Sciences Ltd., an Israeli company (the “Company”),
and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue
the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned
hereby elects irrevocably to convert its right to purchase ___ Shares under the Purchase Warrant for ______ Shares, as determined
in accordance with the following formula:


 


	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The Fair Market Value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per Share


 


The undersigned
agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with
respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue
the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


	Signature	 	 


 


	Signature Guaranteed	 	 


 




     


     


    

 


	INSTRUCTIONS FOR REGISTRATION OF SECURITIES	 
	 	 	 
	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




     


     


    

 


[Form to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED, __________________
does hereby sell, assign and transfer unto the right to purchase ordinary shares, of BioLight Life Sciences Ltd., an Israeli company
(the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right
on the books of the Company.


 


Dated: __________, 20__


 





	Signature	 	 


 


	Signature Guaranteed	 	 


 


NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must
be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.