Exhibit 4.4


 





P.V. NANO CELL LTD.


(the “Company”)


WARRANT CERTIFICATE


 


NEITHER THE ISSUANCE AND SALE OF THE
WARRANT SHARES REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SECURITIES INTO WHICH THESE WARRANT SHARES ARE EXERCISABLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT SHARES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE WARRANT
SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY),
IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE
TO BE SOLD PURSUANT TO RULE 144 OR ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF THE COMPANY’S GRANTS FROM THE OFFICE OF THE CHIEF SCIENTIST
OF THE MINISTRY OF NATIONAL INFRASTRUCTURES, ENERGY AND WATER RESOURCES AND THE OFFICE OF THE CHIEF SCIENTIST OF THE MINISTRY
OF ECONOMY, THE WARRANT SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE WARRANT SHARES. THE TRANSFER OF WARRANT SHARES MUST BE RECORDED IN THE COMPANIES SHAREHOLDERS REGISTRY AND REPORTED
TO THE ISRAELI COMPANIES REGISTRAR TOGETHER WITH SIGNED AND NOTARIZED DOCUMENTS TO BE PROVIDED BY THE TRANSFEREE IN A FORM PROVIDED
BY THE COMPANY. THE ISSUANCE OF THE WARRANT SHARES TO THE HOLDER AND/OR THE PLEDGE OF SHARES BY THE HOLDER IS SUBJECT TO THE HOLDER
AND/OR THE PLEDGEE, AS APPLICABLE, SIGNING CERTAIN DOCUMENTS TOWARDS THE OFFICE OF THE CHIEF SCIENTIST OF THE MINISTRY OF ECONOMY
AND THE OFFICE OF THE CHIEF SCIENTIST OF THE MINISTRY OF NATIONAL INFRASTRUCTURES, ENERGY AND WATER RESOURCES.  


Registered Holder of the Warrant:
Mr. Marc Bodner (the “Holder”).


Number of Ordinary Shares
par value NIS 0.01 issuable upon exercise of this Warrant: 2,500 (the “Warrant Shares”). The
exercise price per each Warrant Share shall be US $1.5 (the “Exercise Price”).


Expiry Date of this Warrant:
November 26, 2016 or the consummation of an IPO or an M&A Transaction, the earlier to occur.




The term “IPO” shall mean an initial public offering of the Company's shares in a public offering pursuant
to a registration statement under the United States Securities Act of 1933, as amended, or any equivalent law of another jurisdiction
in any locality.




The term “M&A Transaction” shall mean (i) any event of consolidation, merger or reorganization of the Company,
in one transaction or series of related transactions, following which holders of the majority of the Company’s Ordinary
Shares outstanding immediately prior to such transaction or series of related transactions, hold less than 50% of the issued and
outstanding shares of the entity surviving such transaction or series of related transactions or an entity controlling such surviving
entity, or (ii) the sale or transfer by the Company of all or substantially all of its assets for cash or other consideration,
or licensing (excluding business licenses granted in the ordinary course of business) of all or substantially all of the intellectual
property of the Company or sale of all or substantially all of the Company's issued and outstanding share capital, to any other
entity or person, other than a wholly-owned subsidiary of the Company. 






    	



    	 



    




Adjustment of Exercise Price
and Number of Warrant Shares 


The number and kind of shares purchasable
initially upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the occurrence
of certain events, as follows:


a.          Adjustment for Shares
Splits and Combinations. If the Company at any time or from time to time effects a subdivision of its outstanding Shares,
the number of Warrant Shares issuable upon exercise of this Warrant immediately before the subdivision shall be proportionately
increased, and conversely, if the Company at any time or from time to time combines the outstanding Shares, the number of Warrant
Shares issuable upon exercise of this Warrant immediately before the combination shall be proportionately decreased. Any adjustment
under this Subsection (a) shall become effective at the close of business on the date the subdivision or combination becomes effective.


b.          Adjustment
for Certain Dividends and Distributions In the event the Company at any time, or from time to time makes, or fixes a record
date for the determination of holders of Shares entitled to receive a dividend or other distribution payable in additional shares
of Shares, then and in each such event the number of Warrant Shares issuable upon exercise of this Warrant shall be increased
as of the time of such issuance or, in the event such a record date is fixed, as of the close of business on such record date,
by multiplying the number of Shares issuable upon exercise of this Warrant by a fraction: (i) the numerator of which shall be
the total number of Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such
record date plus the number of Shares issuable in payment of such dividend or distribution, and (ii) the denominator of which
is the total number of shares issued and outstanding immediately prior to the time of such issuance or the close of business on
such record date; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution
is not fully made on the date fixed thereof, the number of Warrant Shares issuable upon exercise of this Warrant shall be recomputed
accordingly as of the close of business on such record date and thereafter the number of shares of Shares issuable upon exercise
of this Warrant shall be adjusted pursuant to this Subsection (b) as of the time of actual payment of such dividends or distributions.


c.          Adjustment
for Reclassification, Exchange and Substitution If the Warrant Shares issuable upon the exercise of this Warrant are changed
into the same or a different number of shares of any class or classes of shares, whether by recapitalization, reclassification
or otherwise (other than a subdivision or combination of shares or shares dividend or a reorganization, merger, consolidation
or sale of assets, provided for elsewhere in this Section), then and in any such event the Holder shall have the right thereafter
to exercise this Warrant into the kind and amount of shares and other securities receivable upon such recapitalization, reclassification
or other change, by holders of the number of shares of Shares for which this Warrant might have been exercised immediately prior
to such recapitalization, reclassification or change, all subject to further adjustment as provided herein and under the Company’s
Articles of Association.


d.          Reorganization,
Mergers, Consolidations or Sales of Assets If at any time from time to time there is a capital reorganization of the Company’s
Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere
in this Subsection) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially
all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation
or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the
number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of Shares deliverable upon conversion would have been entitled on such capital reorganization,
merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate
adjustment shall be made in the application of the provisions of this Subsection and the Company’s Articles of Association
with respect to the rights of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions
of this Subsection and the Company’s Articles of Association (including adjustment of the number of shares of Shares issuable
upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may
be practicable.


e.          Other
Transactions. If at any time the Company shall issue shares to its shareholders as a result of a split-off, spin-off or
the like, then the Company shall give the Holder written notice by registered or certified mail, postage prepaid, of the date
of which such split-off, spin-off or the like shall take place. Such notice shall be given at least 14 (fourteen) days prior to
the action in question and not less than 14 (fourteen) days prior to the record date in respect thereto.



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f.          Adjustment
of Warrant Exercise Price. Upon each adjustment in the number of Warrant Shares purchasable hereunder, the Warrant Exercise
Price shall be proportionately increased or decreased, as the case may be, in a manner that is the inverse of the manner in which
the number of Warrant Shares purchasable hereunder shall be adjusted.


This Warrant certifies that, at
any time from the date hereof and until the Expiry Date, the Holder is entitled to subscribe for and purchase any part of the Warrant
Shares for the price set above, at the Exercise Price.


The exercise of the Warrant is
made by the surrender of this Warrant, with a duly executed notice of exercise at the principal office of the Company, together
with proper payment. Payment for Warrant Shares shall be made by bank check or bank checks, payable to the order of the Company,
or by wire transfer.


If this Warrant
is exercised in part, this Warrant must be exercised for a number of whole Warrant Shares, and the Holder is entitled to receive
a new Warrant covering the number of Warrant Shares in respect of which this Warrant that has not been exercised. This Warrant
may be exercised in part no more than three times. Should this Warrant or any part of it not be exercised in accordance with the
aforementioned terms prior to the Expiry Date, the Warrant or the un-exercised part of it (as the case may be) shall expire and
be of no force or effect. Following the exercise of this Warrant, the Company will issue a certificate or certificates in the
name of Holder for the Warrant Shares to which the Holder shall be entitled within a reasonable time. 


Until this Warrant is exercised (or
any part thereof), the Warrant and the Warrant Shares represented hereunder do not entitle the Holder hereof to any rights as shareholder
of the Company.


Any taxes, charges, expenses or fees
relating to the exercise of this Warrant and/or the sale of the Warrant Shares shall be payable by the Holder and the provision
for such taxes shall be made to the satisfaction of the Company prior to any exercise, sale or other disposition made with respect
to the Warrant and/or the Warrant Shares.


The Warrant Shares which may be
purchased hereunder and their transfer will be subject to the provisions as set forth in the Articles of Association of the Company,
as amended from time to time.


This Warrant may not be assigned
or transferred by the Holder.


[Signature
Page to follow]



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[Signature page to Warrant Certificate]



  


Given in Israel, this November 26,
2014


  


_______________________________

P.V. Nano Cell Ltd. 


By:
Dr. Fernando de la Vega 


Confirmed
and Accepted: 


__________________

Marc
Bodner


Date: ______________


Address:
________________________________________________