Exhibit 4.4


 


WARRANT AGENT AGREEMENT


 


WARRANT
AGENT AGREEMENT (this “Warrant Agreement”) dated as of ______, 2016 (the “Issuance Date”)
between Therapix Biosciences Ltd., a company incorporated under the laws of the State of Israel (the “Company”),
and The Bank of New York Mellon (the “Warrant Agent”).


 


WHEREAS,
pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated _______, 2016,
between the Company and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Wainwright”),
as representative of the underwriters set forth therein, the Company is engaged in a public offering (the “Offering”)
of up to _________ American Depositary Shares (“ADSs”), each ADS representing [ ] ordinary shares of the Company,
NIS 0.1 par value per share (“Ordinary Shares”), and up to ________ Warrants (the “Warrants”),
with each such Warrant representing the right of the holder thereof to purchase [one] ADS (each, a “Warrant ADS”)
for US$_____ per ADS, subject to adjustment as described herein, plus applicable fees, charges and taxes;


 


WHEREAS, the ADSs are issuable
under the Deposit Agreement dated as of ___________, 201_ (the “Deposit Agreement”) among the Company, The Bank
of New York Mellon, as depositary (the “Depositary”), and all Owners and Holders (each as defined in the Deposit
Agreement ) from time to time of the ADSs issued thereunder;


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement, No. 333-214458,
on Form F-1 (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, among other securities, the Warrants
and the Ordinary Shares underlying the Warrant ADSs issuable upon exercise of the Warrants (the “Warrant Shares”),
and such Registration Statement was declared effective on ________, 2016;


 


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, registration of transfer and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the provisions of the 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 Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the 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 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. Warrants.


 


2.1 Form
of Warrants. The Warrants shall be registered securities and shall be evidenced by a global certificate (“Global Certificate”)
in the form of Annex 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. If DTC
subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent
regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no
longer necessary to have the 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 Certificate, and the Company shall instruct the
Warrant Agent to deliver to DTC separate certificates evidencing Warrants (“Definitive Certificates” and, together
with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system.


 


2.1.1.
Exchange of Interest in Global Certificate for Definitive Certificate. Notwithstanding
Section 2.1 above, a holder of a security entitlement in Warrants evidenced by the Global Certificate has the right to elect at
any time to exchange it for a Definitive Certificate evidencing the same number of Warrants. Upon written notice by a Participant
having Warrants credited to its DTC account for the exchange of some or all that entitlement for a Definitive Certificate evidencing
the same number of Warrants, which request shall be in the form attached hereto as Annex D (a “Warrant Certificate
Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Participant, the “Warrant
Certificate Request Notice Date” and the exchange made pursuant to the Warrant Certificate Request Notice, a “Warrant
Exchange”), and upon surrender by that Participant of the Warrants to be exchanged to the Warrant Agent through DTC’s
system, the Warrant Agent shall, without unreasonable delay, effect the Warrant Exchange by issuing and delivering a Warrant Certificate
for such number of Warrants in the name and mailed to the address set forth in the Warrant Certificate Request Notice. Such Warrant
Certificate shall be dated the original issue date of the Warrants, shall be executed by an authorized signatory of the Company
and shall be in the form attached hereto as Exhibit A In connection with a Warrant Exchange, the Company agrees to deliver,
or to direct the Warrant Agent to deliver, the Warrant Certificate to the specified Holder within five (5) Business Days of the
Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (the “Warrant
Certificate Delivery Date”).


 


2.2. Issuance
and Registration of 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 Warrants.


 






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2.2.2.
Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and
deliver the 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 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 Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such 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
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.2.4.
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.


 


2.2.5. Registration
of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any 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 Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of 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 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 Warrants or a split-up,
combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance
of Warrant ADS 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. The Warrant Certificate or Warrant Certificates evidencing such cancelled Warrants
shall be delivered by the Warrant Agent to the Company from time to time upon the Company’s request.


 






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2.2.6.
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, which shall be charged only once in instances where a single surety
bond obtained covers multiple certificates. The Warrant Agent may receive compensation from the surety companies or surety agents
for administrative services provided to them.


 


2.2.7.
Proxies. The Holder of a 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 Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise
of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


3. Terms
and Exercise of Warrants.


 


3.1.
Exercise Price. Each 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 ADSs stated therein,
at the price of US$______ per ADS, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise
Price” as used in this Warrant Agreement refers to the price per ADS at which ADSs may be purchased at the time a Warrant
is exercised. In addition to the Exercise Price, an exercising Holder must pay to the Warrant Agent at the time of exercise the
Depositary’s fee of up to US$0.05 per ADS for issuance of ADSs (the “Issuance Fee”). The Exercise Price
per ADS plus the Issuance Fee per ADS is referred to as the “Deposit Amount”.


 


3.2.
Duration of Warrants. Warrants may be exercised only during the period (“Exercise
Period”) commencing on the Issuance Date and terminating at 5:00 P.M., New York City time (the “close of business”)
on _________, [2021] (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close
of business on the Expiration Date.


 






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3.3.
Exercise of Warrants.


 


3.3.1.
Exercise and Payment. (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant acting on behalf
of a Holder in accordance with DTC procedures) may exercise Warrants by delivering to the Warrant Agent, not later than 5:00 P.M.,
New York City time, on any business day during the Exercise Period (i) the Warrants to be exercised by (A) surrender of the Warrant
Certificate evidencing the 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,
(ii) an election to purchase the Warrant ADSs underlying the Warrants to be exercised (A) in the form included in Annex B
to this Warrant Agreement or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”)
and (iii) the Deposit Amount for each Warrant to be exercised (and, if applicable, any taxes or charges due in connection with
the exercise of such Warrants ), in lawful money of the United States of America by (A) certified or official bank check payable
to The Bank of New York Mellon, (B) bank wire transfer in immediately available funds to The Bank of New York Mellon, 500 Ross
Street, Pittsburgh, PA 15262-00001, ABA #: 043-000-261, Account Number: _________, Account Name: Computershare Inc. AAF Client
Corporate Actions, Ref: Therapix Biosciences Warrants, Swift Code MELNUS3P or (C) payment to the Warrant Agent through the DTC
system.


 


(b) If any of (i) the Warrants,
(ii) the Election to Purchase, or (iii) the Deposit Amount therefor (and, if applicable, any taxes or charges due in connection
with the exercise of such Warrants ), is received by the Warrant Agent on any date after 5:00 P.M., New York City time, or on a
date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading
Day next succeeding such date. The “Exercise Date” will be the date on which the materials in the foregoing
sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M.,
New York City time), regardless of any earlier date written on the materials. If the Warrants are received or deemed to be received
after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned
to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited
with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. “Trading Day” means any
day on which the ADSs are traded on the Trading Market, or, if the Trading Market is not the principal trading market for the ADSs,
then on the principal securities exchange or securities market in the United States on which the ADSs are then traded, provided
that “Trading Day ” shall not include any day on which the ADSs are scheduled to trade on such exchange or market for
less than 4.5 hours or any day that the ADSs 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., New York City time). “Trading Market” means NYSE MKT, the Nasdaq Capital Market,
the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.


 






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(c) The Warrant Agent shall
deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent
for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants
are received of the amount so deposited to such account. The Warrant Agent shall promptly confirm such telephonic advice to the
Company in writing.


 


(d) If less than all the
Warrants evidenced by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered Warrant
Certificate and return to the Holder a Warrant Certificate evidencing the Warrants that were not exercised.


 


3.3.2.
Issuance of Warrant Shares. (a) The Warrant Agent shall, by 11:00 a.m., New York City time, on the Trading Day following
the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for Ordinary Shares and the Depositary,
in respect of (i) the number of Warrant Shares indicated on the Election to Purchase as issuable upon such exercise with respect
to such exercised 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 ADSs and the number of Warrants that remain outstanding after such exercise and (iii)
such other information as the Company or the Depositary shall reasonably request. The Warrant Agent shall pay the Depositary the
Issuance Fee for the number of Warrant ADSs to be issued out of the Deposit Amount it received.


 


(b) The Company shall, by
no later than 5:00 P.M., New York City time, on the third Trading Day following the Exercise Date of any Warrant, provided the
funds in payment of the Exercise Price have cleared (such date and time, the “Delivery Time”), cause its registrar
to deliver the Warrant Shares issuable upon that exercise to the Depositary’s Israeli custodian for deposit under the Deposit
Agreement and instruct the Depositary to deliver the Warrant ADSs issuable upon that deposit of Warrant Shares as requested in
the Election to Purchase. If the Company fails for any reason to deliver to the Holder the Warrant ADSs subject to an Election
to Purchase by the Delivery Time, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for
each $1,000 of Warrant ADSs subject to such exercise (based on the VWAP of an ADS on the date of the applicable Election to Purchase),
$10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue)
for each Trading Day following such Delivery Time until such Warrant ADSs are delivered or Holder rescinds such exercise.


 


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


 


3.3.4.
No Fractional Exercise. No fractional Warrant ADSs will be issued upon the exercise of the Warrant, but rather the
Company shall adjust the number of Warrant Shares issued up or down to the nearest integral multiple of the number of Ordinary
Shares at the time represented by one ADS.


 






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3.3.5.
No Transfer Taxes. The Company shall not be required to pay any stamp or other tax or charge required to be paid in
connection with the exercise of Warrants; and 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 and the Warrant Agent’s satisfaction
that no such tax or other charge is due. For purposes of clarity, the Company shall pay any stamp or other tax or charge required
to be paid in connection with any issuance to the Holder of the Warrant ADSs or Warrant Shares upon the exercise of Warrants.


 


3.3.6.
Date of Issuance. (a) The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the
Exercise Date, 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. However, it is understood and agreed that Warrant ADSs will not be registered or issued until the
Depositary receives notice from its custodian that the Warrant Shares have been deposited under the Deposit Agreement; provided
further, however, it is acknowledged and agreed that the Company shall take all reasonable steps to ensure the Warrant ADSs are
delivered to the Holder on or prior to the Delivery Time in accordance with Section 3.3.2(b) hereof and, if the Warrant ADSs are
not delivered to the Holder on or prior to the Delivery Time, the provisions of Section 3.3.9 shall apply.


 


(b) Notwithstanding Section
3.3.6(a), the Company will treat an exercising Holder, which Holder effected a Warrant Exchange pursuant to Section 2.1.1 prior
to the Exercise Date, as a beneficial owner of the Warrant Shares as of the Exercise Date, provided that the Warrant Agent receives
the Deposit Amount within one Trading Day of the Exercise Date. No exercising Holder, which Holder effected a Warrant Exchange
pursuant to Section 2.1.1 prior to the Exercise Date, shall be required to surrender its Warrant to the Warrant Agent, unless such
exercise is for the remaining numbers of ADSs issuable upon exercise of such Warrant, in which case the Holder shall deliver the
Warrant Certificate to the Warrant Agent within three (3) Business Days. For the purposes of this Section 3.3.6(b), “Exercise
Date” means the date on which the Warrant Agent receives the Election to Purchase from a Holder.


 


3.3.7.
Restrictive Legend Events; Cashless Exercise Under Certain Circumstances.


 


(i) The Company shall use
it reasonable best efforts to maintain the effectiveness of the Registration Statement and the current status of the prospectus
included therein or to file and maintain the effectiveness of another registration statement and another current prospectus covering
the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide to the Warrant Agent
and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant ADSs via DTC transfer or otherwise
without restrictive legend because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the
Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(D) the prospectus contained in the Registration Statement is not available for the issuance of the Warrant ADSs to the Holder
or (E) otherwise (each a “Restrictive Legend Event”). To the extent that the Warrants cannot be exercised as
a result of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder has exercised Warrants in accordance
with the terms of the Warrants but prior to the delivery of the Warrant ADSs, the Company shall, at the election of the Holder,
which shall be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously
submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such
rescission or (B) treat the attempted exercise as a cashless exercise as described in paragraph (ii) below and refund the cash
portion of the exercise price to the Holder.


 






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(ii) If a Restrictive Legend
Event has occurred, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary,
the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant
ADSs. Upon a “cashless exercise”, the Holder shall be entitled to receive the number of Warrant ADSs equal to the quotient
obtained by dividing (A-B) (X) by (A), where:


 


	 	(A)	= the VWAP on the Trading Day immediately preceding the Exercise Date;


 


	 	(B)	= the Exercise Price of the Warrants, as adjusted as set forth herein; and
	 	 	 
	 	(X)	= the number of Warrant ADSs that would be issuable upon exercise of the Warrants in accordance with the terms of the Warrants if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If the Warrant ADSs are issued
in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act,
the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised and the Company agrees not to take
any position contrary thereto. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly
deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant ADSs issuable in connection with the
cashless exercise. The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall
have no duty, responsibility or obligation under this section to calculate, the number of Warrant ADSs issuable in connection with
any cashless exercise. The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company,
and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written
instructions or pursuant to this Warrant Agreement.


 


A Holder that exercises Warrants
in a cashless exercise, as a condition of making that exercise, will still be required to pay the Issuance Fee in respect of the
actual number of Warrant ADSs that the Holder will receive.


 






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3.3.8.
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number
of Warrant ADSs issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant
ADSs that are not disputed.


 


3.3.9.
Compensation for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise.  In addition to any other rights available
to the Holder, if the Company fails to cause the Depositary to deliver the Warrant ADSs to the Holder pursuant to Section 3.3.2
on or before 5:00 p.m. (New York City time) on the second Trading Day after the Delivery Time, and if after such date the beneficial
owner is required by its broker to purchase (in an open market transaction or otherwise) or the beneficial owner’s brokerage
firm otherwise purchases, ADSs or Ordinary Shares to deliver in satisfaction of a sale by the beneficial owner of the Warrant ADSs,
which the beneficial owner anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A)
pay in cash to the Holder the amount, if any, by which (x) the beneficial owner’s total purchase price (including brokerage
commissions, if any) for the Warrant ADSs or Warrant Shares so purchased exceeds (y) the amount obtained by multiplying (1) the
number of Warrant ADSs or Warrant Shares, as applicable, that the Company was required to deliver to the Holder in connection with
the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant ADSs or Warrant Shares,
as applicable, for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the
Holder the number of Warrant ADSs or Warrant Shares, as applicable, that would have been issued had the Company timely complied
with its delivery obligations.  For example, if the beneficial owner purchases Ordinary Shares having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrant ADSs with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay
the Holder $1,000 for the benefit of the beneficial owner. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.  Nothing
herein shall limit right of a Holder to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
Warrant ADSs upon exercise of Warrants as required pursuant to the terms of this Warrant Agreement.


 






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3.3.10. Beneficial Ownership
Limitation. A Holder shall not have the right to exercise any Warrants to the extent that after giving effect to the issuance
of Warrant ADSs after exercise as set forth on the applicable Election to Purchase, such Holder or a person holding through such
Holder (together with such Holder’s or person’s Affiliates (as defined in Rule 405 under the Securities Act ), and
any other persons acting as a group together with that Holder or person or any of that Holder’s or person’s Affiliates),
would beneficially own in excess of 4.99% (“Beneficial Ownership Limitation”) of the Company’s Ordinary
Shares. For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by a person shall include the
number of Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of the Warrants
with respect to which such determination is being made, but shall exclude the number of Ordinary Shares (i) underlying the Warrant
ADSs which would be issuable upon exercise of the remaining, non-exercised Warrants beneficially owned by that person or any of
its Affiliates and (ii) underlying any other securities of the Company held by such Holder or its Affiliates that are exercisable
or convertible into Ordinary Shares and subject to a limitation on conversion or exercise that is analogous to the limitation contained
in this Section 3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant
Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section 3.3.10 applies, the determination of whether a Warrant is exercisable and
of the number of Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of an Election
to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is exercisable and of the number of
Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the
accuracy of such determination and neither of them shall have any liability for any error made by the Holder or any other person.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.10, in determining the
number of outstanding Ordinary Shares, a Holder or other person may rely on the number of outstanding Ordinary Shares as reflected
in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s
transfer agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written or oral request
of a person that represents that it is or is acting on behalf of a Holder, the Company shall, within two (2) Trading Days, confirm
orally or in writing or by e-mail to that person the number of Ordinary Shares then outstanding. Upon delivery of a written notice
to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage
not in excess of 9.99% as specified in such notice, provided that any increase in the Beneficial Ownership Limitation will not
be effective until the sixty-first (61st) day after such notice is delivered to the Company and any such increase or
decrease will apply only to the Holder and its Affiliates and not to any other holder of Warrants. The provisions of this Section
3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10
to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership
limitation herein contained.


 






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4. Adjustments.


 


4.1. Adjustment
upon Subdivisions or Combinations. If the Company at any time after the Issuance Date subdivides (by any stock split, stock
dividend, recapitalization, reorganization, scheme of arrangement or otherwise) its outstanding Ordinary Shares into a greater
number of Ordinary Shares or the ratio of Ordinary Shares per ADS is reduced (e.g., the ratio is changed from [ ] Ordinary Shares
per one ADS to 10 Ordinary Shares per one ADS), the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant ADSs will be proportionately increased. If the Company at any time after the Issuance Date combines
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding Ordinary
Shares into a smaller number of Ordinary Shares or the ratio of Ordinary Shares per ADS is increased (e.g., the ratio is changed
from [ ] Ordinary Shares per one ADS to [ ] Ordinary Shares per one ADS), the Exercise Price in effect immediately prior to such
combination will be proportionately increased and the number of Warrant ADSs will be proportionately decreased. Any adjustment
under this Section 4.1 shall become effective at the close of business on the date the subdivision or combination or ratio change
becomes effective. The Company shall promptly notify the Warrant Agent in writing of any adjustment to the Warrants and give specific
instructions to the Warrant Agent with respect to any adjustments to the warrant register.


 


4.2 Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 4.1 above, if at any time the Company grants, issues or
sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record
holders of any class of Ordinary Shares or ADSs (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of Ordinary Shares or ADSs acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation ) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of Ordinary Shares or ADSs are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Rights to
such extent (or beneficial ownership of such ADSs as a result of such Purchase Rights to such extent) and such Purchase Rights
to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation ).


 


4.3. Adjustment
for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution to all
holders of Ordinary Shares of any evidences of indebtedness or assets or subscription rights, options or warrants (excluding those
referred to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Holder will, upon the
exercise of Warrants, be entitled to receive, in addition to the number of Warrant ADSs issuable thereupon, and without payment
of any additional consideration therefor, the amount of such dividend or distribution, as applicable, which such Holder would have
held on the date of such exercise had such Holder been the holder of record of such Warrant ADSs as of the date on which holders
of ADSs became entitled to receive such dividend or distribution. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned above (provided, however, to the extent that
the Holder’s right to participate in any such dividend or distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such dividend or distribution at such time and to
such extent (or the beneficial ownership of any such Ordinary Shares as a result of such dividend or distribution to such extent)
and such dividend or distribution to such extent shall be held in abeyance for the benefit of the Holder until such time, if ever,
as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation, at which time or times the Holder
shall be granted such dividend or distribution (and any dividend or distribution declared or made on such initial dividend or distribution
or on any subsequent dividend or distribution to be held similarly in abeyance) to the same extent as if there had been no such
limitation.


 






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4.4.
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If,
at any time while the Warrants are outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another person in which the Company is not the surviving entity or the
shareholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, a majority of
the outstanding voting securities of the surviving entity, (ii) the Company, directly or indirectly, effects any sale, lease, license,
assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions,
(iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed
pursuant to which holders of Ordinary Shares (including those represented by ADSs) are permitted to sell, tender or exchange their
shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares
(including those represented by ADSs) (not including any Ordinary Shares (including those represented by ADSs) held by the other
person or other persons making or party to, or associated or affiliated with the other persons making, such purchase offer, tender
offer or exchange offer), (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of ADSs or Ordinary Shares or any compulsory share exchange pursuant to which the ADSs or Ordinary
Shares are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision
or combination of Ordinary Shares covered by Section 4.1 above), or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the
outstanding Ordinary Shares (including those represented by ADSs) (not including any Ordinary Shares (including those represented
by ADSs) held by the other person or other persons making or party to, or associated or affiliated with the other persons making
or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of a Warrant, the registered Holder shall have the right to receive, for each Warrant Share
that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard
to any limitation in Section 3.3.10 on the exercise of the Warrants), the number of shares, if any, of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, or depositary shares representing those shares, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder
of the number of ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to
any limitation in Section 3.3.10 on the exercise of the Warrants). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one ADS in such Fundamental Transaction and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of ADSs are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “Successor Entity”), to assume in writing all of the obligations of the Company under
this Warrant Agreement in accordance with the provisions of this Section 4.3 pursuant to written agreements in customary form and
shall, upon the written request of the Holder of Warrants, deliver to that Holder in exchange for those Warrants a security of
the Successor Entity evidenced by a written instrument substantially similar in form and substance to those Warrants that is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate
Consideration, receivable as a result of such Fundamental Transaction by a holder of the number of ADSs for which those Warrants
were exercisable immediately prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but taking into account the relative value
of the ADSs or Ordinary Shares prior to such Fundamental Transaction and the value of such shares of capital stock plus Alternative
consideration after that Fundamental Transaction, for the purpose of protecting the economic value those Warrants had immediately
prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant Agreement and the Warrant referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant
Agreement and the Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 






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The Company shall instruct
the Warrant Agent in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any
such amendment, supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor
corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 4.4. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness
of any provisions contained in such agreement or such notice, including but not limited to any provisions relating either to the
kind or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and
provided therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon the provisions contained
in any such agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations,
mergers, sales and conveyances of the kind described above.


 


4.5. [RESERVED]


 


4.6. Other
Events. If any event occurs of the type contemplated by the provisions of Section 4.1, 4.2, 4.3 or 4.4 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock
rights or other rights with equity features to all holders of ADSs for no consideration), then the Company's Board of Directors
will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant ADSs or designate
such additional consideration to be deemed issuable upon exercise of a Warrant so as to protect the rights of the registered Holder.
No adjustment to the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in connection with
a single issuance.


 






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4.7. Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant ADSs issuable upon exercise of
a 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 ADSs purchasable at such price upon the exercise
of a 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 Sections 4.1 or 4.2, 4.3, 4.4 or 4.6, then, in any such event, the Company shall
give written notice to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record date
or the effective date of the event. 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 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 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 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 Warrant.


 


6. [RESERVED]


 


7. Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1. No Rights
as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of 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 Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, 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 ADSs which it is then entitled to receive upon the due exercise of Warrants.


 






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7.2.
Reservation of Ordinary Shares. The Company shall at all times reserve and keep
available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exercise in full of all
outstanding Warrants issued pursuant to this Warrant Agreement.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1. 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 8.1.


 


8.2. (a)
Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company
shall pay to the Warrant Agent its out of pocket expenses in connection with this Warrant Agreement, including, without limitation,
the charges of Computershare for providing services to the Warrant Agent with respect to the Warrants and the expenses for which
the Warrant Agent is obliged to reimburse Computershare, and 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.


 


8.3 As
agent for the Company hereunder the Warrant Agent:


 


(a) shall
have no duties or obligations other than those specifically set forth in this Warrant Agreement or as may subsequently be agreed
to in writing by the Warrant Agent and the Company;


 


(b) shall
have no obligation to effect any delivery of Warrant ADSs other than to instruct the Depositary with respect to that delivery;


 






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(c) shall
be regarded as making no representations and having no responsibilities as to the validity of the Warrants or any Warrant Shares
or Warrant ADSs;


 


(d) shall
not be obligated to take any legal action under this Warrant Agreement; if, however, the Warrant Agent determines to take any legal
action under this Warrant Agreement, 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;


 


(e) 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;


 


(f) shall
not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating
thereto;


 


(g) 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 Warrants, including without limitation obligations under applicable securities laws;


 


(h) 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; “Business Day” means a day other than a Saturday or Sunday on which commercial Banks in New York City
are open for the general conduct of banking business;


 


(i) 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;


 






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(j) may
perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, subagents or subcustodians,
and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee,
subagent or subcustodian appointed with reasonable care by it in connection with this Warrant Agreement;


 


(k) is
not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and


 


(l) 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; and Warrant Agent may, after consulting with the Company to the extent practical, consult with foreign
counsel, the fees and expenses of which shall be at the Company’s expense, to resolve any foreign law issues that may arise
as a result of the Company or any other party being subject to the laws or regulations of any foreign jurisdiction.


 


8.4. (a)
In the absence of gross negligence or willful misconduct on its part, the Warrant Agent shall not be liable for any action taken,
suffered, or omitted 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). 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 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.


 


8.5. 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.


 






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8.6. 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 Warrants remain outstanding (the “Termination Date”). On the business day following the Termination
Date, the Warrant Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement.
The Warrant Agent’s right to be indemnified and held harmless and 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.


 


8.7.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.


 


8.8. 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 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 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 Warrants.


 


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


 


8.10. Set
forth in Annex 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 you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


8.11. 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 The Bank of New York Mellon, Depositary Receipts, 101 Barclay Street,
22 West, New York, New York 10286, Attention: Arlene Villareal, Relationship Manager, Therapix Biosciences, Telephone: 212-815-8162,
Facsimile: 212-571-3050, with a copy to Computershare Inc., 480 Washington Boulevard, Jersey City, New Jersey 07310, Attention:
Matthew Attubato, Telephone: 781-575-2628, Facsimile: 781-575-3146, or to such other address of which a party hereto has notified
the other party.


 






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8.12. (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 Warrants, provided
that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.


 


8.13
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 or Warrant
ADSs upon the exercise of Warrants, but the Company may require the Holders to pay any transfer taxes in respect of the Warrants
or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery of any Warrant ADSs 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.


 






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8.14
Resignation of Warrant Agent.


 


8.14.1.
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
sixty (60) 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 sixty (60) 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 60 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 courts located within the Borough of Manhattan in the City and State of New York 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. 


 


8.14.2. 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 Depositary not later than the effective date of any such appointment.


 


8.14.3.
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.


 






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9.
Miscellaneous Provisions.


 


9.1. 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 and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof.


 


9.2.
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 Warrants.


 


9.3.
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.


 


9.4.
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.


 


10. Certain
Definitions.


 


As used herein, the following
terms shall have the following meanings:


 


(i) “Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance,
sale or delivery (or deemed issuance, sale or delivery in accordance with Section 4) of ADSs or Ordinary Shares (other than rights
of the type described in Section 4.2, 4.3 and 4.4 hereof) that could result in a decrease in the net consideration received by
the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights,
cash adjustment or other similar rights).


 


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


 


(iii) “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or
quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on
the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the ADSs are not then listed on a Trading Market and if prices
for the ADSs are then reported in the OTCQB maintained by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per ADS so reported, or (c) in all other cases, the fair market
value of an ADS as determined by an independent appraiser selected in good faith by the Company, the fees and expenses of which
shall be paid by the Company.


 


[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.


 


	 	THERAPIX BIOSCIENCES LTD.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	Address for notices:	 
	 	5 Azrieli (Square Tower)	 
	 	Tel-Aviv 670250	 
	 	Israel	 
	 	Attention:	 
	 	Telephone:	 
	 	Facsimile:	 
	 	E-mail:	 
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,	 
	 	As Warrant Agent	 
	 	 	 	 
	 	By:	                        	 
	 	Name:	 	 
	 	Title:	 	 


 


Annex A Form of Warrant Certificates


Annex B Election to Purchase


Annex C Authorized Representatives


Annex D Form of Warrant Certificate Request
Notice


 






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ANNEX A


 


[TO BE INCLUDED IN THE GLOBAL CERTIFICATE]


 


[Unless this certificate is presented by
an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]


 


THERAPIX BIOSCIENCES LTD.


 

WARRANT CERTIFICATE


 

NOT EXERCISABLE AFTER _________, 2021


 


This certifies that
the person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth
below. Each Warrant entitles its registered holder to purchase from Therapix Biosciences Ltd., a company incorporated under the
laws of the State of Israel (the “Company”) at any time prior to 5:00 P.M. (New York City time) on _________,
2021, at the designated office of The Bank of New York Mellon, as warrant agent (the “Warrant Agent”) set forth
below, one American Depositary Share (each, an “ADS”), each ADS representing ___ ordinary shares, NIS 0.1 par
value per share, of the Company (each, a “Share” and collectively, the “Shares”), at price
of US$__ per whole ADS, subject to possible adjustments as provided in the Warrant Agreement (as defined below). Exercising warrant
holders will also be required to deposit with the Warrant Agent an amount equal to $0.05 for each ADS issued pursuant to the Warrants
(the “Issuance Fee”) to pay the issuance fees of the Depositary under the Deposit Agreement dated as of __________,
2016 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary, and all Owners
and Holders (each as defined in the Deposit Agreement) from time to time of the ADSs issued thereunder.


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for
another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant
Agent may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States
of America.


 






    23


     

    

 


The terms and conditions
of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement
dated as of __________, 2016 (the “Warrant Agreement”) between the Company and the Warrant Agent. A copy of
the Warrant Agreement is available for inspection during business hours at the office of the Warrant Agent.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant
Agent.


 


WITNESS the facsimile signature
of a proper officer of the Company.


 


	 	THERAPIX BIOSCIENCES LTD.
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 


	Dated: ______, 2016	 	 
	Countersigned:	 	 
	 	 	 	 
	THE BANK OF NEW YORK MELLON,	 	 
	as Warrant Agent	 	 
	 	 	 	 
	By:	                  	 	 
	Name:	 	 	 
	Title:	 	 	 


 


PLEASE DETACH HERE


 


Certificate No.:_________ Number of Warrants:__________


 


WARRANT CUSIP NO.: _________


 


THERAPIX BIOSCIENCES LTD.


 


	[Name & Address of Holder ]	THE BANK OF NEW YORK MELLON, Warrant Agent
	 	 
	 	By mail:
	 	 
	 	The Bank of New York Mellon
	 	c/o Voluntary Corporate Actions
	 	PO Box 43011
	 	Providence, RI  02940-3011
	 	 
	 	By hand or overnight courier:
	 	 
	 	The Bank of New York Mellon
	 	c/o Voluntary Corporate Actions
	 	 250 Royall St, Suite V
	 	Canton, MA  02021  


 




    24


     

    

 


ANNEX B


 


[Form of Election to Purchase]


 


 (To Be Executed Upon Exercise Of Warrants
not evidenced by a Global Certificate )


 


The undersigned hereby
irrevocably elects to exercise the right, represented by Warrants evidenced by this Warrant Certificate, to receive ADSs and herewith
tenders payment for such ADSs to the order of The Bank of New York Mellon, in the amount of US$ in accordance with the terms hereof.


 


OR


 


[In cases where cashless
exercise is permitted under the Warrant Agreement] — The undersigned hereby irrevocably elects to exercise the right, represented
by Warrants evidenced by this Warrant Certificate, to receive       
ADSs (before giving effect to the cashless exercise provisions) and herewith agrees to make payment therefor pursuant to the cashless
exercise provisions of the Warrant Agreement, all on the terms and the conditions specified in the Warrant Agent Agreement.


 


The undersigned requests
that a certificate for such ADSs be registered in the name of


 


______________________________________________________________________,
whose address is


 


_______________________________________________________________________
and that such


 


certificate be delivered
to __________________________________________________, whose address is


 


_________________________________________________________________________.


 


If the number of Warrants
being exercised hereby is less than all the Warrants evidenced by this Warrant Certificate, the undersigned requests that a new
Warrant Certificate representing the remaining unexercised Warrants be registered in the name of


 


_____________________________________________________________________,
whose address is


 


________________________________________________________________________,


 


and that such Warrant
Certificate be delivered to


 


________________________________________________________________________,
whose address is


 


_________________________________________________________________________.


 


Date: ___________________________________________________________


 Signature of holder)


 


Place signature guarantee
stamp here:


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.


 




    25


     

    

 


ANNEX C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






    26


     

    

 


ANNEX D


 


Annex D: Form of Warrant Certificate Request
Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: The Bank of New York Mellon as Warrant
Agent for Therapix Biosciences Ltd. (the “Company”)


 


The undersigned participant (the
“Participant”) in The Depository Trust Company (“DTC”) is surrendering Warrants of the Company to the Depositary
through the DTC system and hereby requests that a separate certificate evidencing those Warrants be issued and delivered as follows::


		1.	Registered Holder Name: ______________________________________________________



		2.	Registered Holder Address:



 


___________________________________________________________________________


 


		3.	Number of Warrants to be Evidenced: ____________________________________________
	 	 	 
		4.	DTC Transaction Reference No.: _______________________________________________
	 	 	 
		5.	Warrant Certificate shall be delivered to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


Participant Name: ____________________________________________________________


 


Participant No.:_____________________________________________________________


 


Signature of Participant Signatory:______________________________________________


 


Name of Participant Signatory:_______________________________________________


 


Telephone No. of Participant Signatory:__________________________________________


 


	Date:	 	 	 


 


 


27