Exhibit 4.16


 





WARRANT AGREEMENT


 


This Warrant Agreement (the “Agreement”),
is made as of the 12th day of March, 2019 (the "Effective Date") by and between:


 


		(1)	Itamar Medical Ltd. (the “Company”),
an Israeli public company (Company No. 51-243421-8), whose shares are traded on the Tel-Aviv Stock Exchange (“TASE”);
and



 


		(2)	Mizrahi Tefahot Bank Ltd. (the “Bank”),
an Israeli Company formed under the laws of the State of Israel.



 


In connection with the Credit Facility Agreement between the
Company and the Bank dated March 12, 2019 (the “Credit Agreement”), the Company agrees to grant the Bank an
additional Warrant (the “Warrant”) to purchase up to 399,044 ordinary shares with a nominal value NIS 0.01 each
of the Company (“Ordinary Shares”).


 


In consideration of the foregoing and for the purpose of defining
the terms and provisions of the Warrant and the respective rights and obligations thereunder, the Company and the Bank hereby agree
as follows:


 


		1.	Issue of Warrant



 


		1.1.	General. The Company hereby grants to the Bank
an assignable (only to Permitted Transferees (as defined below) Warrant to purchase 399,044 Ordinary Shares (the “Warrant
Shares”). The Warrant may only be assigned to a Permitted Transferee in the event that the Bank makes a corporate decision
to sell a portfolio of its holdings in startup companies (comprising of at least two companies), or in the event that the Bank
is required by law (including instructions by the Israeli Banking Supervision authorities) to sell and/or transfer this Warrant
and/or the Warrant Shares.



 


“Permitted Transferee” shall mean
any entity in which the Bank has an equity interest of at least 5% or to any other reputable financial institution, bank or venture
capital fund.


 


		1.2.	Registration. The Warrant shall be registered
on the books of the Company when issued. Upon issuance of this Warrant, the Company shall provide the Bank with a confirmation
from the Tel Aviv Stock Exchange Ltd. (the "TASE"), that the Warrants Shares will be registered for trading upon
exercise hereof in accordance with its terms and the applicable TASE rules.



 


		1.3.	Limited Rights of Warrant-Holder. Nothing contained
in this Agreement or in the Warrant shall, prior to an exercise thereof, be construed as conferring upon the Bank or any Permitted
Transferee of the Bank (collectively, the “Warrant-Holder”) any rights as a shareholder of the Company, including
(without limitation) the right to vote, receive dividends, consent or receive notices as a shareholder.



 




     


     


    

 


		1.4.	NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT
NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.



 


		2.	Exercise; Exercise Price



 


		2.1.	The exercise price per each Warrant Share shall be NIS
1.302 (one Shekel, and 30.2 Agorot) per Warrant Share (the “Exercise Price”). The Exercise Price shall
be adjusted from time to time pursuant to the terms set forth below.



 


		2.2.	Exercise on a Net-Issuance Basis. In lieu of payment
to the Company of the Exercise Price per Warrant Share, as set forth in Subsection 2.1 above, a Warrant-Holder may exercise the
Warrant (or any portion thereof), into the number of Ordinary Shares calculated pursuant to the following formula, by delivering
the Warrant to the Company, accompanied by a written notice of exercise, specifying the number of shares for which the Warrant-Holder
desires to exercise the Warrant:



 


X = Y(A - B)


      A


 


Where:


 


X =       the number of Warrant Shares to be issued to
the Warrant-Holder;


 


Y =       the
number of Warrant Shares with respect to which the Warrant Holder desires to exercise the Warrant;


 


A =       the
Fair Market Value (as defined below) of one Warrant Share; and


 


B = the Exercise Price of a Warrant Share, as adjusted.         

“Fair Market Value” of a Warrant Share shall mean: 


 


(i) the closing price of an Ordinary Share, as reported
on the principal stock exchange on which the Company's shares are traded at such time one (1) trading day immediately preceding
the delivery of the Purchase Form / exercise notice; or


 




    	 	-2-	 



     


    

 


(ii) If the Fair Market Value for the Warrant Shares
cannot be determined in the manner set forth in sub section (i) above, then such Fair Market Value shall be as determined in good
faith by the Company and the Warrant-Holder or, if the Company and the Warrant-Holder fail to reach an agreement, by any third
party mutually agreed to by the Company and the Warrant-Holder who shall bear the cost of such third party in equal parts.


 


		3.	Exercise Period



 


		3.1.	The Warrant-Holder may exercise part or all of the Warrant
at any time, and from time to time, in accordance with the provisions of this Agreement, during the period commencing on the Effective
Date and terminating on the fourth anniversary thereof (i.e. at 23:59 Israel time on March 28, 2023) (the “Exercise Period”).
The Warrant-Holder shall not exercise part or all of the Warrant on the record date of a Company Event, as defined hereunder.



 


Notwithstanding the foregoing,
if the last day of the Exercise Period occurs during a period that was determined by the Company as a blackout period due to the
existence or potential for the existence of inside information (as defined under the Israeli Securities Law, 1968) including due
to a Company Event (hereinafter the: "Blackout Period"), then the Exercise Period will be automatically extended,
without the need for any further approval of the Company, until the 30th day following the end of the Blackout Period. The Company
shall inform the Holder of the extension of the Exercise Period as aforesaid.


 


"Company Event" means
- (a) publication of a prospectus or shelf offering report in connection with the raising of capital from the public; (b) signing
of a merger agreement; (c) signing of an agreement for the acquisition of the Company's business; (d) distribution of dividend;
(e) distribution of bonus shares; (f) publication of a prospectus or shelf offering report in connection with raising capital from
existing shareholders of the Company; (g) signing an investment agreement or a loan agreement to the Company.


 


		3.2.	Upon the earlier of: (i) the expiry of the Exercise Period;
or (ii) the exercise of this Warrant in full; the Warrant shall become null and void and shall no longer remain outstanding or
exercisable.



 


		3.3.	Automatic Exercise. If at the time of expiry of
the Warrant Period for any portion of the Warrant, a portion of the Warrant has not been exercised, such portion of the Warrant
will be deemed to have been exercised in accordance with the provisions of Section 2.2 at the date of expiry of the Warrant Period.



 


		4.	Warrant Shares



 


		4.1.	Reservation of Warrant Shares. The Company represents
that it has reserved and shall at all times keep reserved, for so long as any Warrant remains outstanding, out of its authorized
share capital, such number of Ordinary Shares as may be subject to purchase under the outstanding Warrant.



 


		4.2.	Exercise of Warrants; Issue of Warrant Shares.



 


		4.2.1.	The Warrant Holder shall exercise the Warrant (or any
portion thereof) by delivering to the Company a duly executed Purchase Form, a form of which is attached to this Agreement, provided,
however, that in each single exercise of a portion of the Warrant (except for the last portion), the Warrant Holder will exercise
such portion in an exercise amount of at least NIS 200,000.



 




    	 	-3-	 



     


    

 


		4.2.2.	Within three (3) business days following surrender of
this Warrant and (unless the Warrant Holder elects to exercise the Warrant on a net-issuance basis) payment of the Exercise Price
as set forth herein, the Company shall issue and cause to be delivered to the Nominee Company of Mizrachi Tefahot Bank Ltd. (the
“Nominee Company”) a certificate or certificates (the “Warrant Share Certificate”) representing
the number of Warrant Shares so purchased upon the exercise of the Warrant in the name of the Nominee Company. The Warrant Share
Certificate shall be credited to the bank account/TASE member account of the Warrant-Holder, details of which shall be provided
by the Warrant-Holder to the Company within the Purchase Form.



 


		4.2.3.	Subject to applicable laws, rules and regulations (including
stock exchange rules), such Warrant Share Certificate or Certificates shall be deemed to have been issued and any person so designated
to be named therein shall be deemed to have become a holder of such Warrant Shares as of the date of surrender of the Warrant
being exercised and payment of the Exercise Price, to the extent applicable, notwithstanding that the Warrant Share Certificate
or Certificates representing such shares shall not actually have been delivered or that the shareholders register of the Company
has yet to be updated.



 


		4.2.4.	Each Warrant shall be exercisable, at the election of
the Warrant-Holder, either in full or from time to time in part and, in the event of a partial exercise of the Warrant at any
time prior to the expiry of the Exercise Period, a new certificate evidencing the remaining amount applicable to the Warrant will
be issued to the Warrant Holder by the Company.



 


		4.2.5.	Notwithstanding anything to the contrary, any or all
of the Warrants may not be exercised on the record date with respect to the distribution of bonus shares, offer by way of rights
issue, distribution of dividends, consolidation of share capital, consolidation of shares, reduction or split in share capital
(each hereinafter referred to as a “Corporate Event”). In addition, if the ex-date with respect to a Corporate
Event occurs before the record date relating to such Corporate Event, then the exercise of Warrants shall not occur on such ex-date.



 


		5.	Adjustment of Exercise Price and Number of Warrant
Shares



 


Subject to applicable laws, rules and regulations
(including stock exchange rules), the Exercise Price and/or the number and type of securities purchasable upon the exercise of
the Warrant, as applicable, shall be subject to adjustment from time to time (at any time during the Exercise Period and prior
to the exercise of the Warrant in full) upon the happening of certain events, as follows:


 


		5.1.	Bonus Shares. In the event the Company distributes
bonus shares, the Warrant-Holder upon exercising the Warrant shall be issued by the Company (for the exercise price payable upon
such exercise, if any), the Ordinary Shares as to which he is exercising the Warrant and, in addition thereto (at no additional
cost), such number of shares of the class or classes in which such bonus shares were distributed, on the same terms and conditions
as offered to the other shareholders, which he would have received if he had been the holder of the Ordinary Shares as to which
he is exercising the Warrant at all times between the date of issuance of the Warrant and the date of its exercise.



 




    	 	-4-	 



     


    

 


In the event that the Warrant Holder will exercise
the Warrant on a Net-Issuance Basis (in accordance with Section 2.2 above) immediately following a distributions of bonus shares,
then the Exercise Price per Warrant Share will be reduced by the ratio of the bonus shares distribution (i.e., the number
of bonus shares distributed divided by the total number of Ordinary Shares immediately following the said distribution of bonus
shares), and the number of Warrant Shares to be issued to Warrant Holder on a Net-Issuance Basis shall be calculated based on the
following formula:


 


	Y=	R*X	*(MP-	(EP/R))/MP	 
	 	 	 	 	 
	Y	The number of shares issued upon the exercise of the Warrant following the issuance of bonus shares.
	X	Number of Ordinary Shares exercised by the Warrant Holder.
	R	The result of: (i) the total number of Ordinary Shares immediately following the distribution of bonus shares; divided by (ii) the total number of Ordinary Shares immediately prior to the distribution of bonus shares.
	MP	The price of an Ordinary Share on the stock exchange immediately following the distribution of bonus shares.
	EP	Exercise Price


 


For illustration purposes only, in the event the
Company granted the Bank a Warrant to 100 Ordinary Shares at an Exercise Price of NIS55 per Warrant Share, and following that the
Company distributed bonus shares at a 1:1 ratio while the price of an Ordinary Share on the TASE prior to the distribution of the
bonus shares was NIS 80 and immediately following such distribution of bonus shares was NIS 40, then upon the cashless exercise
of such Warrant immediately following the distribution of bonus shares, the number of Warrant Shares issued to the Participant
would be 62 Ordinary Shares pursuant to the following calculation:


 


[200 x (40-27.5)/40] = 62.5


 


The number of Warrant Shares resulting as of the
said distribution shall be 62 Ordinary Shares only as no fractional shares will be issued.


 


		5.2.	Rights Offering. In the event of a rights
offering conducted by the Company, the number of Warrant Shares issued as a result of the exercise of the Warrant shall be adjusted
to the benefit component (מרכיב ההטבה) in the rights offering as reflected
in the ratio between the closing price of an Ordinary Share on the stock exchange on the last trading prior to the ex-day and
the basis price of an Ordinary Share on the stock exchange ex-rights. Notwithstanding the above, the Exercise Price shall not
be reduced in any event to less than the higher of: (i) nominal value of an Ordinary Shares; (ii) minimum exercise price according
to the stock exchange by laws (if and to the extent that the stock exchange by laws indeed imposes such a limitation on such an
issuance of Warrant Shares).



 




    	 	-5-	 



     


    

 


		5.3.	Dividend. In the event the Company distributes
cash dividends, then the Exercise Price for each Ordinary Share underlying such Warrant, not exercised prior to such record date,
shall be reduced, as of the record date determining the right to receive such dividend, by the gross dividend amount so distributed
per Warrant Share.



 


However, in any event, the Exercise Price shall not
be reduced to less than the higher of: (i) the par value of an Ordinary Share; (ii) minimum exercise price according to the stock
exchange by laws (if and to the extent that the stock exchange by laws indeed imposes such a limitation on such an issuance of
Warrant Shares).


 


		5.4.	Adjustment Upon a Consolidation or Merger. In
the event that the Company shall consolidate or merge with or into another corporation or convey all or substantially all of its
assets to another corporation or other entity, then, in each such case, the Warrant Holder shall, upon any exercise of the Warrant,
at any time after the consummation of such consolidation, merger, or conveyance, be entitled to receive, in lieu of the Warrant
Shares or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the shares or
other securities or property to which the Warrant-Holder would have been entitled upon the consummation of such consolidation,
merger or conveyance if the Warrant Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment
as provided in this Section; and in each such case, the terms of the Warrant (including exercisability, transfer and adjustment
provisions of the Warrant) shall be applicable to the shares or other securities or property receivable upon the exercise of the
Warrant after the consummation of such consolidation, merger or conveyance.



 


		5.5.	Adjustment Upon Reorganization. If the
Company shall subdivide or combine its Ordinary Shares, the Exercise Price shall be proportionately reduced in case of subdivision
of shares (and the number of Ordinary Shares purchasable upon the exercise of the Warrant shall be proportionately increased),
as at the effective date of such subdivision, or if the Company shall fix a record date for the purpose of so subdividing, as
at such record date, whichever is earlier, or shall be proportionately increased in the case of combination of shares (and the
number of Ordinary Shares purchasable upon the exercise of the Warrant shall be proportionately reduced), as at the effective
date of such combination, or, if the Company shall fix a record date for the purpose of so combining, as at such record date,
whichever is earlier.



 


		5.6.	Adjustment Upon spin-off. In the event
that the Company shall issue securities of a subsidiary to its shareholders (as a result of a split-off, spin-off or the like)
then the Exercise Price for each Ordinary Share underlying the Warrant (not exercised prior to such record date) shall be adjusted
by multiplying the Exercise Price in the ratio between: (1) the basis price of an Ordinary Share on the stock exchange ex- split-off,
spin-off or the like; and (2) the closing price of an Ordinary Share on the stock exchange on the last trading prior to the ex-day
for such a split-off, spin-off or the like.



 


Notwithstanding the above, the
Exercise Price shall not be reduced in any event to less than the higher of: (i) nominal value of an Ordinary Shares; (ii) minimum
exercise price according to the stock exchange by laws (if and to the extent that the stock exchange by laws indeed imposes such
a limitation on such an issuance of Warrant Shares).


 




    	 	-6-	 



     


    

 


		5.7.	No Impairment. The Company will not, through any
reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, amendment
of its memorandum or articles of association or any other organizational document, or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of the Warrant and in the taking of all such action as may
be reasonably necessary or appropriate in order to protect the rights of the Warrant-Holder against impairment.



 


		5.8.	Notice of Adjustments. Upon the occurrence of
each adjustment or readjustment of the Exercise Price pursuant to the provisions contained herein, the Company, at its expense,
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Warrant-Holder
a certificate setting forth each adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based.



 


		5.9.	Notice of Record Date. In the event of any taking
by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (including a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise
acquire any shares of any class or any other securities or property, or to receive any other right, the Company shall provide
to the Warrant-Holder a notice (including through public filings), which shall be sent simultaneously with the notice sent to
other shareholders of the Company, specifying the date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend, distribution or right.



 


		5.10.	No Fractional Shares. No fractional shares shall
be issued upon exercise of all or any portion of the Warrant, and the number of Warrant Shares to be issued shall be rounded to
the nearest whole share (with cash being paid by the Company for any unissued fractional shares).



 


		6.	Notice of Events



 


In the event that the Company files an immediate
report regarding: (i) issuance of bonus shares (according to Section 5(i) above); or (ii) issuance of rights (according to Section
5(ii) above); or (iii) distribution of dividend (according to Section 5(iii) above); or (iv) a merger transaction (according to
Section 5(iv) above); or (v) a reorganization (according to Section 5(v) above); or (vi) a spin off (according to Section 5(vi)
above); or (vii) issuance of any securities of the Company other than: (i) issuance of securities under any of the Company's Employee
Stock Options Plan; (ii) securities issued following an exercise of any of the securities mentioned in sub section (i); or (viii)
the sale of all or substantially all of the Company assets to another person; or (ix) a voluntary or involuntary dissolution, liquidation
or winding-up of the Company ("Special Event") the Company shall, on the same day it files such an immediate report,
provide a copy of such immediate report to the Warrant-Holder (the “Company Notice”).


 




    	 	-7-	 



     


    

 


		7.	Representations, Warranties and Covenants of the
Company



 


The Company hereby represents and warrants to the
Bank that as of the Effective Date:


 


		7.1.	This Warrant has been duly authorized and executed by
the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms. The grant of this Warrant
and the issuance of the Warrant Shares in accordance herewith shall not entitle any third party, including any shareholders of
the Company, to any pre-emptive rights, anti-dilution rights, or other benefits.



 


		7.2.	The Warrant Shares when issued in accordance with the
terms hereof shall be duly authorized, will be validly issued, fully paid and non-assessable, not subject to any preemptive rights,
and issued free and clear of all debts, liens, encumbrances, taxes, charges, equities, claims, any rights of third parties and
any other liabilities.



 


		7.3.	The execution and delivery of this Warrant are not, and
the issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereof will not, conflict with the
Articles of Association of the Company, and do not contravene any law, governmental rule or regulation, judgment or order applicable
to the Company, and do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture,
mortgage, contract or other instrument of which the Company is a party or by which it is bound or require any waiver or the consent
or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any government
authority or agency or other person known to the Company other than the need to file an immediate report regarding the issuance
of the Warrant Shares (if and when they are issued).



 


		7.4.	Without derogating from the generality of the aforesaid,
the Company has fulfilled all requirements of the Articles of Association and any other agreement and/or document by which the
Company is bound in respect of any limitations on: (i) the issuance of this Warrant; or (ii) the right of the Warrant-Holder to
exercise the Warrant and purchase Warrant Shares.



 


		7.5.	The Company's: (i) authorized share capital; and (ii)
issued and outstanding share capital; and (iii) securities convertible into Company's shares; are as set in the Company's public
report a copy of which is attached in Exhibit 7.6 hereto. Except as set forth in Exhibit 7.6, there are no outstanding options,
warrants and/or convertible instruments.



 


		7.6.	The Financial Statements (as defined below), as were
provided to the Bank prior to the date hereof, (a) were prepared in accordance with International Financial Reporting Standards
(“IFRS”); (b) fairly present the Company‘s financial condition and the results of its operations as of the relevant
dates thereof and for the periods covered thereby.



 


"Financial Statement" – the
Company's audited consolidated financial statements for the period of 12 month that ended on December 31, 2016 that were published
on the Israeli Securities Authority web site on March 29, 2017 prepared in accordance with.


 


		7.7.	There has been no claim or proceeding against the Company
seeking bankruptcy, reorganization or other relief with respect to it or its debts under any foreign or domestic, federal, state
or local bankruptcy, insolvency or other similar law, or any petition filed against any part of the property of the Company.



 




    	 	-8-	 



     


    

 


		7.8.	The Articles of Association of the Company, as in force
at the date hereof, is attached hereto as Exhibit 7.9.



 


		7.9.	Subject to the Bank representation in Section 8.3 below,
the offer and issuance of the Warrant and the Warrant Shares by the Company is not subject to obtaining an exemption from the
Israeli Securities Authority from the requirement to publish a prospectus in Israel. The Warrant Shares will be listed for trading
on the TASE promptly following the exercise of this Warrant.



 


		7.10.	Immediately following the exercise of this Warrant, Company
shall (i) file an immediate report with the Israeli Securities Authority regarding such exercise, and (ii) deposit the Warrant
Shares (immediately upon an exercise) with the Nominee Company together with instructions to transfer the Warrant Shares to the
TASE Clearing House and deposit the Warrant Shares in MTB's bank account.



 


		8.	Representations and Warranties of the Bank.



 


The Bank hereby represents and warrants to the Company
as follows:


 


		8.1.	The Bank has been given access to information regarding
the Company and its Subsidiaries, and has had the opportunity to ask such questions as it has deemed necessary and to receive
answers from representatives of the Company regarding the terms of the Warrant and the business of the Company and its Subsidiaries.



 


		8.2.	The Bank is an investor as defined in Section 15A(b)(1)
of the Israeli Securities Law, 1967 and is aware of the implications of being qualified as such an investor, and is acquiring
the Warrant for its own account and not with a view to distributing or reselling.



 


		8.3.	The Bank is experienced in investing in companies that
are similar in nature to the Company, and is capable of evaluating the merits and risks involved in an investment of the type
of the investment in the Company contemplated hereunder and in the purchase of the Warrants. The Bank is able to bear the economic
risk of an investment in the Warrants.



 


		9.	Miscellaneous






 


		9.1.	Notices. Any notice pursuant to this Agreement
by the Company or by a Warrant-Holder shall be in writing and shall be deemed to have been duly given (i) if given by facsimile
transmission or electronic mail on the business day on which such transmission is sent and confirmed, (ii) if given by air courier,
two business days following the date it was sent, or (iii) if mailed by registered mail, return receipt requested, five business
days following the date it was mailed, to the following addresses:



 


If to the Warrant Holder:


 


Mizrahi Tefahot Bank Ltd.         


 


Jabotinsky Street.


 


Ramat Gan, Israel


 


E-mail: dani_maor@umtb.co.il


 




    	 	-9-	 



     


    

 


Attn: Dani Maor


 


with a copy to:


 


Shlomo Farkas, Adv.,


 


Gross, Kleinhendler, Hodak, Halevy, Greenberg &
Shenhav Co., Law Offices


 


One Azrieli Center, Circular Tower


 


Tel Aviv 6701101, Israel 


 


Email: shlomo@gkh-law.com


 


If to the Company: 

Itamar Medical Ltd.         


 


9 Halamish Street, Caesarea, Israel


 


Attn: Chief Financial Officer

Tel: 046177000

Fax: 046275598


 


Email: sshaul@Itamar-Medical.com



Each party may from time to time change the addresses or fax number to which notices to it are to be delivered or mailed hereunder
by notice in accordance herewith to the other party.


 


		9.2.	Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant-Holder shall, subject to applicable law, bind and inure to
the benefit of their respective successors and assigns.



 


		9.3.	Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of Israel. The parties hereto irrevocably submit to the exclusive jurisdiction
of the courts of Tel Aviv, Israel in any action connected with this Agreement.



 


		9.4.	Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company and the Warrant-Holder any legal or equitable right,
remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company and the Warrant-Holder.



 


		9.5.	Form of Warrant. The text of the Warrant Certificate
evidencing the Warrant (the “Warrant Certificate”) and of the form of election to purchase Warrant Shares shall
be as set forth in Exhibit 1 attached hereto. The Exercise Price and, accordingly, number of Warrant Shares issuable
upon exercise of the Warrant are subject to adjustment upon the occurrence of certain events, all as herein provided.



  




    	 	-10-	 



     


    

 


		9.6.	Warrant Certificate.



 


		9.6.1.	Exchange of Certificate. Any Warrant Certificate
may be exchanged for Warrant Certificates entitling a Warrant-Holder, in the aggregate, to purchase the same number of Warrant
Shares as the Warrant Certificate or Certificates surrendered then entitled such Warrant-Holder to purchase. Any Warrant-Holder
desiring to exchange a Warrant Certificate shall make such request in writing delivered to the Company, and shall surrender the
certificate evidencing the Warrant to be so exchanged. Thereupon, the Company shall execute and deliver to the person entitled
thereto a new Warrant Certificate as so requested.



 


		9.6.2.	Mutilated or Missing Warrant. In case any Warrant
Certificate or Certificates shall be mutilated, lost, stolen or destroyed, the Company shall, at the request of the affected Warrant-Holder,
issue and deliver in exchange and substitution for and upon cancellation of the mutilated certificate or certificates, or in lieu
of and substitution for the certificate or certificates lost, stolen or destroyed, a new Warrant Certificate or Certificate representing
an equivalent right or interest, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of such Warrant Certificate.



 


		9.7.	Severability. If any term or other provision of
this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions
of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal, or incapable of being enforced, the parties hereto shall act in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.





[Signature Page Follows]


 




    	 	-11-	 



     


    

 


IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.


 


	 	 
	 	 
	[Bank]	 
	 	 
	By:	 	 
	 	 
	Name:	 	 
	 	 
	Title: 		 


 


	
        Itamar Medical Ltd.

         
	 
	 	 
	By:	/s/Gilad Glick	
	 	 
	Name:	Gilad Glick	 
	 	 
	Title:	President and CEO	 
	 	 	 
	By:
	/s/Shy Basson	 
	 	 	 
	Name:
	Shy Basson	 
	 	 	 
	Title:	CFO	 


 




    	 	-12-	 



     


    

 


EXHIBIT 1


 


Warrant Certificate No. ________


 


WARRANT TO PURCHASE ORDINARY SHARES


 


VOID AFTER 23:59 ISRAEL TIME ON THE LAST DAY OF THE EXERCISE
PERIOD (AS DEFINED IN THE WARRANT AGREEMENT).


 


ITAMAR MEDICAL LTD. (“ITAMAR”)


 


INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL 




This certifies that, for value received, Mizrahi Tefahot Bank Ltd. the registered holder hereof or its Permitted Transferee (the
“Warrant-Holder”), is entitled to purchase from Itamar, at any time during the Exercise Period (as defined in
the Warrant Agreement entered into by and between the Warrant-Holder and Itamar on March 12, 2019 (the “Warrant Agreement”;
capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Warrant Agreement)) commencing
at 9.00 a.m., Israel Time, on the first day of the Exercise Period and ending at 11.59 p.m., Israel Time, on the last day of the
Exercise Period, 399,044 ordinary shares with a nominal value NIS 0.01 each of the Company (the “Warrant Shares”)
at a purchase price per share equal to the Exercise Price, as such may be from time to time. The number and type of Warrant Shares
evidenced hereby and the Exercise Price shall be subject to adjustment from time to time as set forth in the Warrant Agreement.
The terms of this Warrant are subject to the terms and provisions contained in the Warrant Agreement. The Warrant evidenced hereby
may be exercised in whole or in part in accordance with the provisions of the Warrant Agreement.


 


Upon any partial exercise of the Warrant evidenced hereby, there
shall be signed and issued, to the Warrant-Holder effecting such partial exercise, a new Warrant Certificate in respect of the
balance of the Warrant Shares as to which the Warrant evidenced hereby shall not have been exercised. This Warrant may be exchanged
by delivery to the office of Itamar of this Warrant Certificate properly endorsed for one or more new Warrants of the same aggregate
number of Ordinary Shares as hereby evidenced by the Warrant or Warrants exchanged. No fractional shares will be issued upon the
exercise of rights to purchase hereunder, but Itamar shall pay the cash value of any fraction upon the exercise of any part of
this Warrant. This Warrant is assignable only to Permitted Transferees.


 


	Itamar Medical Ltd.	 
	 	 
	By: 	/s/ Gilad Glick	 
	 	 
	Name:	 Gilad Glick	 
	 	 
	Title:	President and CEO	 
	 	 	 
	By:	/s/ Shy Basson	 
	 	 	 
	Name:	Shy Basson	 
	 	 	 
	Title:	CFO	 


 




    	 	-13-	 



     


    

 


ITAMAR MEDICAL LTD.


PURCHASE FORM


 


[Insert Details]


 


The undersigned hereby irrevocably elects to exercise the right
of purchase represented by the Warrant Certificate with respect to ____ Ordinary Shares of Itamar Medical Ltd. (“Ordinary
Shares”), at the Exercise Price per Ordinary Share set forth in the Warrant Agreement [on a net-exercise basis], and
requests that certificates for the Ordinary Shares be issued and registered in Itamar's shareholders register, in the name of:


 


	(name and address must be printed or typewritten)	 
	 	 
	 	 
	Name and I.D. number	 
	 	 
	 	 
	Address	 
	 	 


 


and, if the number of Ordinary Shares shall be less than the
total number of Ordinary Shares that the Warrant-Holder is entitled to purchase pursuant to this Warrant, a new Warrant Certificate
shall be registered for the balance of the Ordinary Shares in the name of the undersigned Warrant-Holder as below indicated and
delivered to the address stated below.


 


Dated: __________________


 


Name of Warrant-Holder: __________________________


 


Address: _____________________________


 


_____________________________


 


Signature: ____________________________


 


Note: The above signature must correspond with the name as written
upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever, unless
this Warrant has been assigned.


 


Signature Witnessed: __________________________________________


 




    	 	-14-	 



     


    

 


ASSIGNMENT


 


(To be signed only upon assignment of Warrants to Permitted
Transferees) 


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers this Warrant unto 


 


(name and I.D. number and address of assignee must be printed
or typewritten)


 


	 	 
	 	 
	 	 
	 	 
	 	 


 


which is a Permitted Transferee of the Bank under the terms
of the Warrant, hereby irrevocably constituting and appointing ______ as Attorney-in-Fact to transfer said Warrant on the books
of Itamar Medical Ltd., with full power of substitution in the premises.


 


	Dated: 	 	 	 
	 	 		Signature of Registered Holder


 


Note:The signature of this assignment must correspond with
the name as it appears upon the face of the Warrant Certificate in every particular, without alteration or enlargement or any charge
whatever.


 


Signature Witnessed: _____________________________________________


 




    	 	-15-