Exhibit 4.1


 


NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES 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 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 SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE TRANSFER OF 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 PLEDGE OF SHARES BY THE HOLDER, IS SUBJECT TO THE PLEDGEE
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.


PV Nano Cell Ltd.


 


Warrant
To Purchase Ordinary Shares 


 


Warrant No.: _________


Date of Issuance: _________ __, 201__ ("Issuance
Date")


 


PV Nano Cell Ltd.,
a company formed in the State of Israel, (the "Company"), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, ______________, the
registered holder hereof, or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after
the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)
fully paid nonassessable Ordinary Shares (as defined below), subject to adjustment as provided herein (the "Warrant
Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Ordinary Shares shall have
the meanings set forth in Section 17. This Warrant is one of the Warrants to purchase Ordinary Shares (the "SPA
Warrants") issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of November 26, 2014,
by and among the Company and the investors (the "Buyers") referred to therein (the "Securities Purchase
Agreement").


 






    	 



    	 



    

 


1.            EXERCISE OF WARRANT.


 


(a)   
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations
set forth in Section 1(f)), this Warrant may be exercised by the Holder on any Trading Day on or after the Issuance Date,
in whole or in part, by (i) delivery by such Holder to the Company of a written notice, in the form attached hereto as Exhibit
A (the "Exercise Notice"), of the Holder's election to exercise this Warrant and (ii) (A) payment
by or on behalf of such Holder to the Company, in cash or by wire transfer of immediately available funds, of an amount equal to
the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate
Exercise Price") and/or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this
Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder, unless this Warrant is being exercised with respect to
all remaining Warrant Shares. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares
shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company
has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise
Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading
Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise
Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has
received the Exercise Notice (the "Share Delivery Date") (provided that if the Aggregate Exercise Price has not
been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice
of Cashless Exercise) is delivered), the Company shall (x) provided that the Transfer Agent and the Company are participating in
The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program and the Ordinary Shares are eligible
for the book-entry delivery and depository services offered by the DTC, credit such aggregate number of Warrant Shares to which
the Holder is entitled pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Deposit
/ Withdrawal At Custodian system, or (y) if the Transfer Agent or the Company is not participating in the DTC Fast Automated Securities
Transfer Program, or the Ordinary Shares are not eligible for the book-entry delivery and depository services offered by the DTC,
issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent
or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a
certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable
Exercise Notice), for the number of Ordinary Shares to which the Holder is entitled pursuant to such exercise. The Company shall
be responsible for all fees and expenses of the Transfer Agent and all other fees and expenses with respect to the issuance of
Warrant Shares via DTC. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such
Warrant Shares are credited to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares,
as the case may be. If following any exercise pursuant to this Section 1(a) the number of Warrant Shares represented by
this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon such exercise, then the Company
shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue
a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares
to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with
respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. So long as the Holder delivers the items
referred to in clauses (i) and (ii) above, and subject to Section 1(f), the Company's obligations to issue and deliver Warrant
Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional (except for the conditions
contained herein, including the payment of the Aggregate Exercise Price), irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person
or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase
of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may
be less than the amount stated on the face hereof.


 






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(b)  
Exercise Price. For purposes of this Warrant, "Exercise Price" means $1.50, subject to adjustment
as provided herein.


 


(c)   
Company's Failure to Timely Deliver Securities. If on or prior to the Share Delivery Date the Company shall fail
to issue and deliver a certificate representing the Ordinary Shares to the Holder and register the Ordinary Shares on the Company's
share register or credit the Holder's balance account with DTC for the number of Ordinary Shares to which the Holder is entitled
upon the Holder's exercise hereunder, and if on or after such Share Delivery Date the Holder purchases (in an open market transaction
or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Holder of Ordinary Shares issuable upon such exercise
that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, (A) within three
(3) Trading Days after the Holder’s request, honor its obligation to deliver to the Holder a certificate or certificates
representing such Ordinary Shares or credit such Holder's balance account with DTC and (B) pay cash to the Holder in an amount
equal to the excess (if any) of the Holder’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf,
of the Holder) over the product of (1) such number of Warrant Shares and (2) the price at which the sell order giving rise
to the Holder’s purchase obligation was executed. For example, if the Holder purchases Ordinary Shares having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (B) of the immediately preceding sentence the Company shall be required
to pay the Holder $1,000. 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.


 






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(d)  
Cashless Exercise.  Notwithstanding anything contained herein to the contrary (other than Section 1(f)
below), if at the time of exercise hereof and if required pursuant to the Registration Rights Agreement (as defined in the Securities
Purchase Agreement) a Registration Statement (as defined in the Registration Rights Agreement) is not effective (or the prospectus
contained therein is not available for use) for the resale by the Holder of all of the Warrant Shares, then the Holder may, in
its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to
be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise
the “Net Number” of Ordinary Shares determined according to the following formula (a “Cashless Exercise”):


 


Net Number = (A
x B) - (A x C)


                                                                                       B


 


For purposes
of the foregoing formula:


 


	 	A=	 	the total number of shares with respect to which this Warrant is then being exercised.
	 	B=	 	the weighted average of the Closing Sale Prices for the five (5) consecutive Trading Days ending on the date immediately preceding
the date of the Exercise Notice.
	 	C=	 	the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.




 


For purposes of Rule
144(d) promulgated under the 1933 Act, as in effect on the date hereof, it is intended that the Warrant Shares issued in a Cashless
Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to
have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement.


 


(e)   Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and seek to resolve such dispute
in accordance with Section 12.


 






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(f)    Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall
not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this
Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never
made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively
would beneficially own in excess of 4.99% (the "Maximum Percentage") of the number of Ordinary Shares outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares
beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder
and all other Attribution Parties plus the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which
the determination of such sentence is being made, but shall exclude the number of Ordinary Shares which would be issuable upon
(A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution
Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any convertible notes or convertible preferred stock or warrants, including the SPA Warrants) beneficially
owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this
Warrant, in determining the number of Ordinary Shares the Holder may acquire upon the exercise of this Warrant without exceeding
the Maximum Percentage, the Holder may rely on the number of Ordinary Shares as reflected in (x) the Company's most recent Annual
Report on Form 20-F, Current Report on Form 6-K or other public filing with the Securities and Exchange Commission (the "SEC"),
as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or
its transfer agent setting forth the number of Ordinary Shares outstanding (the "Reported Outstanding Share Number").
For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm
orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number
of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share
Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon exercise of this Warrant results in the
Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of
the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued
by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess
Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote
or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null
and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of
a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first
(61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of
9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the
sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply
only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that is not an Attribution Party
of the Holder. For purposes of clarity, it is the intention of the parties that the Ordinary Shares issuable pursuant to the terms
of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose
including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary
to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial
ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitation contained in this paragraph may not be waived except as expressly set forth herein
and shall apply to a successor holder of this Warrant.


 






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(g)  
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a
sufficient number of authorized and unreserved Ordinary Shares to satisfy its obligation to reserve for issuance upon exercise
of this Warrant at least a number of Ordinary Shares equal to the number of Ordinary Shares (the "Required Reserve Amount")
as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding (an "Authorized
Share Failure"), then the Company shall immediately take all action necessary to increase the Company's authorized Ordinary
Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than one hundred and twenty (120) days after the occurrence of such Authorized Share Failure, the
Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized Ordinary Shares. In
connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts
to solicit its shareholders’ approval of such increase in authorized Ordinary Shares and to cause its board of directors
to recommend to the shareholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized
Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding Ordinary
Shares to approve the increase in the number of authorized Ordinary Shares, the Company may satisfy this obligation by obtaining
such consent.


 


2.           ADJUSTMENT OF EXERCISE
PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time
as follows:


 


(a)   
Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(b)  
Adjustment Upon Subdivision or Combination of Ordinary Shares. If the Company at any time on or after the Issuance
Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Ordinary
Shares into a greater number of shares, as applicable, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or
after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its Ordinary Shares
into a smaller number of shares, as applicable, the Exercise Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(b)
shall become effective at the close of business on the date the subdivision or combination becomes effective.


 






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(c)   
Other Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly
provided for by such provisions (including, without limitation, the granting of share appreciation rights, phantom share rights
or other rights with equity features), then the Company's Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of Warrant Shares, as mutually determined by the Company’s Board of Directors and the Required Holders,
so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


3.            RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its
assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after
the issuance of this Warrant, then, in each such case, provision shall be made so that the Holder shall receive, upon exercise
of the Warrant, in addition to the number of Warrant Shares receivable thereupon, such assets (or rights to acquire its assets)
that such Holder would have been entitled to receive if the Holder had held the number of Ordinary Shares acquirable upon complete
exercise of this Warrant (without regard to any limitations or restrictions on exercise hereof, including without limitation, the
Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken,
the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder's right to participate in any such Distribution upon exercise of this Warrant
would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled
to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership of such Ordinary Shares as
a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other
Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and
any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to
the same extent as if there had been no such limitation).


 






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4.          
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)    Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata
to the record holders of its Ordinary Shares (the "Purchase Rights"), then provision shall be made so that the
Holder shall receive, upon exercise of the Warrant, in addition to the number of Warrant Shares receivable thereupon, 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 acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions
on exercise of this Warrant, including without limitation, the Maximum Percentage) 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 are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
that to the extent that the Holder's right to participate in any such Purchase Right upon exercise of this Warrant would result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such Ordinary Shares as a result of
such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance
for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right
granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to
the same extent as if there had been no such limitation).


 


(b)    Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined
in the Securities Purchase Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements
in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements
to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock equivalent
to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise
of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to
such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction
and the value of such share capital, such adjustments to the number of shares of capital stock and such exercise price being for
the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction).
Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from
and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents
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 and the other Transaction Documents with
the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction,
the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time
after the consummation of the applicable Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets
or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such Ordinary Shares (or
its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon
the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental
Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions
of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental
Transaction pursuant to which holders of Ordinary Shares are entitled to receive securities or other assets with respect to or
in exchange for Ordinary Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure
that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of
the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the Ordinary Shares (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue
to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock,
securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the
Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised
immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant).
Provision made pursuant to the preceding sentence shall be in form and substance reasonably satisfactory to the Holder.


 






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(c)    Notwithstanding
the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered at any time commencing on
the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation of any Fundamental Transaction
and (z) the Holder first becoming aware of any Fundamental Transaction through the date that is ninety (90) days after the public
disclosure of the consummation of such Fundamental Transaction by the Company pursuant to a Current Report on Form 6-K filed with
the SEC (or, if the Company is not then subject to such requirement, 90 days after the earlier of such date referenced in (x),
(y) and (z)), the Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date
of such request by paying to the Holder cash in an amount equal to the
Black Scholes Value.


 


5.           
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of
Association, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue
or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of the Ordinary Shares receivable upon the exercise of
this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may reasonably be necessary or
appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares Ordinary Shares upon the
exercise of this Warrant, and (iii) shall, so long as any of the SPA Warrants are outstanding, take all action reasonably necessary
to reserve and keep available out of its authorized and unissued Ordinary Shares, solely for the purpose of effecting the exercise
of the SPA Warrants, the number of Ordinary Shares as shall from time to time be necessary to effect the exercise of the SPA Warrants
then outstanding (without regard to any limitations on exercise).


 






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6.            WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity
as a holder of this Warrant, 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 be construed to confer upon the Holder, solely in such Person's
capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the
same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.


 


7.            REISSUANCE
OF WARRANTS.


(a)    Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company,
whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section
7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred
by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant
(in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being
transferred.


 


(b)  
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)    Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
that no SPA Warrants for fractional Ordinary Shares shall be given.


 






    	- 10 -



    	 



    

 


(d)  
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this
Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such
new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued
pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number
of Ordinary Shares underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant
Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is
the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


8.          
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such
notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the
Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description
of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice
to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the
calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or
takes a record (A) with respect to any dividend or distribution upon the Ordinary Shares, (B) with respect to any grants, issuances
or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders
of Ordinary Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation;
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice
being provided to the Holder. It is expressly understood and agreed that the time of execution specified by the Holder in each
Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 


9.           AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may
take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Holder.


 


10.      
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed
by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The
Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to the Company at the address set forth in Section 9(f) of the Securities Purchase
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein
shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such
obligations, or to enforce a judgment or other court ruling in favor of the Holder. The Company hereby appoints Vcorp Agent Services,
Inc., with offices at 25 Robert Pitt Drive Suite 204, Monsey NY 10952, as its agent for service of process in New York. THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    	- 11 -



    	 



    

 


11.          CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed
against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part
of, or affect the interpretation of, this Warrant.


 


12.          DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business
Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business
Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two
(2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the
Company's independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the
case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than
ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank's or accountant's
determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 


13.          REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual
damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.


 



    	- 12 -



    	 



    

 


14.          TRANSFER.Subject
to any transfer restrictions under applicable law (including the 1933 Act) and any applicable requirements of the Office of the
Chief Scientist of the Ministry of Economy or the Office of the Chief Scientist of the Ministry National Infrastructures, Energy
and Water Resources, this Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without
the consent of the Company, except as may otherwise be required by the Securities Purchase Agreement.


 


15.          SEVERABILITY.If
any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


16.          DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant and provided that the Company’s
shares are quoted or traded on the Principal Market, unless either (A) the Company has in good faith determined that the matters
relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries or (B) the
Company has determined that it would be materially detrimental to the Company to publicly disclose such information at such time,
the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material, nonpublic information
on a Current Report on Form 6-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic
information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery
of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to
such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.


 


17.         CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


(a)    "1933 Act" means the Securities Act of 1933, as amended.


(b)    "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is
controlled by, or is under common control with, such Person, it being understood for purposes of this definition that "control"
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 






    	- 13 -



    	 



    

 


(c)    "Attribution Parties" means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder's investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates
of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the
Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company's Ordinary Shares would or
could be aggregated with the Holder's and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For
clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(d)    "Black Scholes Value" means the value of this Warrant based on the Black and Scholes Option Pricing Model
obtained from the "OV" function on Bloomberg determined as of the day immediately following the public announcement of
the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental
Transaction is consummated, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the remaining term of this Warrant as of such date of request, (ii) an expected volatility equal to
the 100 day volatility obtained from the HVT function on Bloomberg as of the day immediately following the public announcement
of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental
Transaction is consummated, (iii) the underlying price per share used in such calculation shall be the sum of the price per share
being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in the Fundamental Transaction,
(iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


(e)    "Bloomberg" means Bloomberg Financial Markets.


 


(f)     "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in New
York, New York or Tel Aviv, Israel are authorized or required by law to remain closed.


 


(g)    "Closing Sale Price" means, for any security as of any date, the last closing trade price for such security
on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and
does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded
as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market
on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security
by Bloomberg, the average of the ask prices of any market makers for such security as reported in the OTC Link or "pink sheets"
by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable
calculation period.


 






    	- 14 -



    	 



    

 


(h)    "Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for Ordinary Shares.


 


(i)     "Eligible Market" means the NYSE MKT LLC, The NASDAQ Global Market, The NASDAQ Global Select Market, The
NASDAQ Capital Market, The New York Stock Exchange, Inc., or the Tel Aviv Stock Exchange.


 


(j)     "Expiration Date" means the fifth anniversary of the Issuance Date, or, if such date falls on a day other
than a Business Day or on which trading does not take place on the Principal Market, if any (a "Holiday"), the
next day that is not a Holiday.


 


(k)    "Fundamental Transaction" means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its "significant subsidiaries" (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be
subject to or have its Ordinary Shares be subject to or party to one or more Subject Entities making, a purchase, tender or exchange
offer that is accepted by the holders of at least either (x) 50% of the outstanding Ordinary Shares, (y) 50% of the outstanding
Ordinary Shares calculated as if any Ordinary Shares held by all Subject Entities making or party to, or Affiliated with any Subject
Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of Ordinary Shares
such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender
or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50%
of the outstanding Ordinary Shares, or (iv) consummate a stock purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all
such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding Ordinary Shares, (y)
at least 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all the Subject Entities making or
party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination
were not outstanding; or (z) such number of Ordinary Shares such that the Subject Entities become collectively the beneficial owners
(as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding Ordinary Shares, or (v) reorganize, recapitalize
or reclassify its Ordinary Shares such that such modified Ordinary Shares no longer have the residual right to dividends or distributions
form the Company or the residual right to vote on matters given to the shareholders under Israeli law, (B) that the Company shall,
directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any
Subject Entity individually or the Subject Entities in the aggregate to be or become the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender,
tender offer, exchange, reduction in outstanding Ordinary Shares, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner
whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares,
(y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares not held by all such
Subject Entities as of the date of this Warrant calculated as if any Ordinary Shares held by all such Subject Entities were not
outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or
other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other
transaction requiring other stockholders of the Company to surrender their Ordinary Shares without approval of the stockholders
of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents,
the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition
which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 






    	- 15 -



    	 



    

 


(l)     "Group" means a "group" as that term is used in Section 13(d) of the Exchange Act and as defined
in Rule 13d-5 thereunder.


(m)   "Options" means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible
Securities.


(n)    "Ordinary Shares" means (i) the Company’s ordinary shares, par value $0.0001 NIS per share, and (ii) any
share capital into which such Ordinary Shares shall have been changed or any share capital resulting from a reclassification of
such Ordinary Shares.


(o)    "Parent Entity" of a Person means an entity that, directly or indirectly, controls the applicable Person,
including such entity whose shares or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by
the Required Holders, any other market, exchange or quotation system), or, if there is more than one such Person or such entity,
the Person or Parent Entity designated by the Required Holders or in the absence of such designation, such Person or entity with
the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


(p)    "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


(q)    "Principal Market" means, as of the date of determination, the principal market on which the Ordinary Shares
are then traded, if any.


(r)     "Registration Rights Agreement" means that certain Registration Rights Agreement, dated as of the Subscription
Date by and among the Company and the Buyers.


(s)    "Required Holders" means the holders of the SPA Warrants representing at least a majority of the Warrant
Shares underlying the SPA Warrants then outstanding.


(t)     "Subject Entity" means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


(u)    "Successor Entity" means one or more Person or Persons (or, if so elected by the Holder, the Company or
Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected
by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


(v)    "Trading Day" means any day on which the Ordinary Shares are traded on the Principal Market; provided
that "Trading Day" shall not include any day on which the Ordinary Shares are scheduled to trade on such exchange or
market for less than 4.5 hours or any day that the Ordinary Shares 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 4:00:00 p.m., New York time). So long as the Ordinary Shares are not traded on a Principal
Market, then any reference herein to a Trading Day shall be deemed to be a reference to a Business Day.


[Signature Page Follows]


 






    	- 16 -



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance Date set out above.


 


 


		PV NANO CELL LTD
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






    	- 17 -



    	 



    

 





EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS


WARRANT TO PURCHASE ORDINARY SHARES 


 


PV
NANO CELL Ltd.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the Ordinary Shares ("Warrant Shares") of PV Nano
Cell Ltd., a company formed in the State of Israel, (the "Company"), evidenced by the attached Warrant to Purchase
Ordinary Shares (the "Warrant"). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1. Form of Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________a
"Cash Exercise" with respect to _________________ Warrant Shares; or


 


____________a
"Cashless Exercise" with respect to _______________ Warrant Shares.


 


2. Payment of Exercise Price. In the
event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto,
the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant.


 


3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


Date: _______________ __, ______


 


________________________


    Name of Registered Holder


 


	By:	 	 
	 	Name:	 
	 	Title: