Exhibit 4.3


 


EXHIBIT B


 


FORM OF ORDINARY SHARES PURCHASE WARRANT


 


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 (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	 	Right to Purchase such Number of Ordinary Shares of Todos Medical Ltd. as to be Determined (subject to adjustment as provided herein)


 


ORDINARY SHARES PURCHASE WARRANT


 


	No. 2019-00__	Issue Date: February ___, 2019


 


TODOS MEDICAL LTD.,
a corporation organized under the laws of the State of Israel (the “Company”), hereby certifies that, for value received,
___________, or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the
Company at any time commencing six (6) months after the Determination Date until 5:00 p.m. E.S.T. on the third (3rd)
anniversary of the Determination Date (the “Expiration Date”), up to such number of Ordinary Shares of the Company
as to be determined pursuant to Section 4 of Convertible Loan Agreement (the “Convertible Loan Agreement”), dated as
of February 27, 2019, entered into by the Company and the Holder, fully paid and nonassessable Ordinary Shares of the Company at
a per share purchase price as to be determined pursuant to Section 4 of Convertible Loan Agreement. The purchase price per share,
as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character
of such Ordinary Shares and the Purchase Price are subject to adjustment as provided herein. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Convertible Loan Agreement.


 


As used herein the
following terms, unless the context otherwise requires, have the following respective meanings:


 


(a) The term “Company”
shall include Todos Medical Ltd. and any corporation which shall succeed or assume the obligations of Todos Medical Ltd. hereunder.


 


(b) The term “Determination
Date” means the date on which the number of Warrant Shares and the Purchase Price are determined pursuant to Section 4 of
the Convertible Loan Agreement.


 


(c) The term “Ordinary
Shares” includes (a) the Company’s Ordinary Shares, NIS 0.01 par value per share, as authorized on the date of the Convertible
Note Agreement, and (b) any other securities into which or for which any of the securities described in (a) may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 






     


     


    

 


(d) The term “Other
Securities” refers to any stock (other than Ordinary Shares) and other securities of the Company or any other person (corporate
or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise
of the Warrant, in lieu of or in addition to Ordinary Shares, or which at any time shall be issuable or shall have been issued
in exchange for or in replacement of Ordinary Shares or Other Securities pursuant to Section 3 or otherwise.


 


(e) The term “Warrant
Shares” shall mean the Ordinary Shares issuable upon exercise of this Warrant.


 


1. Exercise of Warrant.


 


1.1. Number of Shares
Issuable upon Exercise. From and after the Determination Date through and including the Expiration Date, the Holder hereof
shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon
exercise of this Warrant in part in accordance with subsection 1.3, Ordinary Shares of the Company, subject to adjustment
pursuant to Section 3.


 


1.2. Full Exercise.
This Warrant may be exercised in full by the Holder hereof by delivery of an original, pdf copy via electronic mail or facsimile
copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by
such Holder, and on a cash-basis by delivery within two days thereafter of payment, either in cash, by wire transfer, or by certified
or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of Ordinary Shares
for which this Warrant is then exercisable by the Purchase Price then in effect (as may be adjusted to reflect any adjustment in
the total number of Ordinary Shares issuable to the Holder per the terms of this Warrant), or on a cashless basis as provided for
in Section 2 below. The original Warrant is not required to be surrendered to the Company until it has been fully exercised.


 


1.3. Partial Exercise.
This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the manner and at
the place provided in subsection 1.2, either on a cashless basis or on a cash-basis, except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole Ordinary Shares designated
by the Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise the Holder may
surrender the original Warrant, and the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder
hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may request, the whole number of Ordinary Shares for which such Warrant may still be exercised for the balance
of.


 


1.4. Fair Market Value.
Fair Market Value of an Ordinary Share as of a particular date (the “FMV Date”) shall mean:


 


(a) If the Company’s
Ordinary Shares are traded on an exchange or is quoted on the NASDAQ Global Market, Nasdaq Global Select Market, the NASDAQ Capital
Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the average of the closing or last prices, respectively,
reported for the ten trading days immediately preceding the FMV Date, as quoted by Bloomberg, LP;


 


(b) If the Company’s
Ordinary Shares are not traded on an exchange or on the NASDAQ Global Market, Nasdaq Global Select Market, the NASDAQ Capital Market,
the New York Stock Exchange or the American Stock Exchange, LLC, but is traded in the over-the-counter market, then the average
of the closing bid price reported for the ten trading days immediately preceding the FMV Date, as quoted by Bloomberg, LP;


 






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(c) Except as provided
in clause (d) below and Section 2.1, if the Company’s Ordinary Shares are not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American
Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to
pass on the matter to be decided; or


 


(d) If the FMV Date
is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant
to the Company’s Articles of Association, then all amounts to be payable per share to holders of the Ordinary Shares pursuant to
the Articles of Association in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Ordinary Shares in liquidation under the Articles of Association, assuming for the purposes of this clause
(d) that all of the Ordinary Shares then issuable upon exercise of all of the Warrants are outstanding at the FMV Date.


 


1.5. Company Acknowledgment.
The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise
in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect
the continuing obligation of the Company to afford to such Holder any such rights.


 


1.6. Trustee for Warrant
Holders. In the event that a bank or trust company shall have been appointed as trustee for the Holder of the Warrants pursuant
to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described)
and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1.


 


1.7 Delivery of
Stock Certificates, etc. on Exercise. The Company agrees that the Ordinary Shares purchased upon exercise of this Warrant shall
be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which
delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after
the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter (“Warrant Share
Delivery Date”), the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly
issued, fully paid and non-assessable Ordinary Shares (or Other Securities) to which such Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied
by the then Fair Market Value of one full Ordinary Share, together with any other stock or other securities and property (including
cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.


 


2. Cashless Exercise.


 


(a) Commencing six months
after the Determination Date, provided such ordinary shares of the Company issuable here under are not subject to an effective
registration statement, upon delivering a Subscription Form, in lieu of making payment of the aggregate Purchase Price in cash
or by wire transfer, the Holder may elect instead to receive upon such exercise the “Net Number” of ordinary shares
determined according to the following formula (the “Cashless Exercise”):


 


Net Number = (A x B) –
(A x C)


B


 


Where for purposes of the foregoing formula:


 


		A =	the total number of Warrant Shares with respect to which
this Warrant is then being exercised.



 


		B =	the average of the last price (if traded on an exchange)
or closing bid price (if not traded on an exchange) of the Ordinary Shares for the five (5) Trading Days immediately prior to
(but not including) the Exercise Date as quoted by Bloomberg, LP, or Fair Market Value, whichever is less on the date of exercise
of the Warrant.



 


		C =	the Purchase Price then in effect for the applicable Warrant
Shares at the time of such exercise.



 






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For purposes of Rule
144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise
transaction 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 Convertible Loan Agreement.


 


3. Adjustment for Reorganization,
Consolidation, Merger, etc.


 


3.1. Fundamental Transaction. 
If, at any time while this Warrant is outstanding, (A) the Company  effects any merger or  consolidation  of
the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in
one or a series of related transactions,  (C) any tender offer or exchange offer (whether by
the Company or another entity) is completed pursuant to which holders of Ordinary Shares are permitted to tender or exchange
their shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more persons or entities whereby such other persons or entities acquire more than the 50% of the outstanding Ordinary
Shares (not including any Ordinary Shares held by such other persons or entities making or party to, or associated or affiliated
with the other persons or entities making or party to, such stock purchase agreement or other business combination), (E) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the
“beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Ordinary
Shares of the Company, or (F) the Company effects any reclassification of the Ordinary Shares or any compulsory share exchange
pursuant to which the Ordinary Shares is effectively converted into or exchanged for other securities, cash
or property (in any such case, a “Fundamental  Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior
to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the
number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and
any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of the number of Ordinary
Shares for which this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in
(1) a transaction where the consideration paid to the holders of the Ordinary Shares consists solely of cash, (2) a “Rule
13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or (3) a transaction involving a person or entity not traded
on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, cash equal to
the Black-Scholes Value.  For purposes of any such exercise, the determination of the Purchase Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one Ordinary Shares in such Fundamental Transaction, and the Company shall apportion the
Purchase Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to
be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with
the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate
Consideration.  The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions of this Section 2.1 and insuring that
this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction. “Black-Scholes Value” shall be determined in accordance with the Black-Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per Ordinary Shares equal to the VWAP of
the Ordinary Shares for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction,
(ii) 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 the date of such request and (iii) an expected volatility equal to the 100 day volatility obtained from the HVT function
on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental
Transaction.


 






    	 	4	 



     


    

 


3.2. Dissolution.
In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and
property (including cash, where applicable) receivable by the Holder of the Warrants after the effective date of such dissolution
pursuant to this Section 3 to a bank or trust company (a “Trustee”) having its principal office in New York,
NY, as trustee for the Holder of the Warrants. Such property shall be delivered only upon payment of the Warrant exercise price.


 


3.3. Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the
Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation
or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer
of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4.
In the event this Warrant does not continue in full force and effect after the consummation of the transaction described in this
Section 3, then only in such event will the Company’s securities and property (including cash, where applicable) receivable
by the Holder of the Warrants be delivered to the Trustee as contemplated by Section 3.2.


 


4. Extraordinary
Events Regarding Ordinary Shares. In the event that the Company shall (a) issue additional Ordinary Shares as a dividend
or other distribution on outstanding Ordinary Shares, (b) subdivide its outstanding Ordinary Shares, or (c) combine its
outstanding Ordinary Shares into a smaller number of Ordinary Shares, then, in each such event, the Purchase Price shall, simultaneously
with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall
be the number of Ordinary Shares outstanding immediately prior to such event and the denominator of which shall be the number of
Ordinary Shares outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then
in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event
or events described herein in this Section 4. The number of Ordinary Shares that the Holder of this Warrant shall thereafter,
on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of Ordinary Shares
that would otherwise be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise
be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.


 


5. Certificate as
to Adjustments. In each case of any adjustment or readjustment in the Ordinary Shares (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee
to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including
a statement of (a) the consideration received or receivable by the Company for any additional Ordinary Shares (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of Ordinary Shares (or Other Securities) outstanding
or deemed to be outstanding, and (c) the Purchase Price and the number of Ordinary Shares to be received upon exercise of
this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this
Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant Agent of
the Company (appointed pursuant to Section 10 hereof).


 






    	 	5	 



     


    

 


6. Reservation of
Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all Ordinary Shares (or Other Securities) from time to time issuable
on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies of all financial and other information
distributed or required to be distributed to the holders of the Company’s Ordinary Shares.


 


7. Assignment; Exchange
of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred
by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant, with the Transferor’s
endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with
an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable
securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like
tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”),
calling in the aggregate on the face or faces thereof for the number of Ordinary Shares called for on the face or faces of the
Warrant so surrendered by the Transferor.


 


8. Replacement of
Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


9. Maximum Exercise.
The Holder shall not be entitled to exercise this Warrant on an exercise date in connection with that number of Ordinary Shares
which would be in excess of the sum of (i) the number of Ordinary Shares beneficially owned by the Holder and its affiliates
on an exercise date, and (ii) the number of Ordinary Shares issuable upon the exercise of this Warrant with respect to which
the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Holder
and its affiliates of more than 4.99% of the outstanding Ordinary Shares on such date; provided that the restrictions on exercise
set forth in this Section 9 shall not apply in event of completion of a Fundamental Transaction. For the purposes of the immediately
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities 1934
Act, and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result
in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one
(61) days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but not in excess of 9.99%. The
Holder may decide whether to exercise this Warrant to achieve an actual 4.99% or up to 9.99% ownership position as described above,
but not in excess of 9.99%.


 


10. Warrant Agent.
The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”) for the purpose
of issuing Ordinary Shares (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant
pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.


 






    	 	6	 



     


    

 


11. Transfer on
the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder
hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


12. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received), (b) receipt, when sent by electronic mail (provided that the electronic mail transmission
is not returned in error or the sender is not otherwise notified of any error in transmission or (c) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications shall be: if to the Company, to: Todos Medical Ltd.,
1 Hamada, Rehovot, Israel, Attn: Chief Financial Officer, with a copy by telecopier only to: Steve Kronengold, SRK Law Offices,
Oppenheimer 7, Rehovot, Israel, Fax: +972-8-936-6000, and (ii) if to the Holder, to the address and telecopier number listed in
the records of the Company, or such other address as such party may designate by notice hereunder.


 


13. Law Governing
This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any dispute, claim or controversy involving this Warrant shall be settled through binding
arbitration in accordance with the Commercial Rules of the American Arbitration Association, in Manhattan, New York. The parties
to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not
assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Holder waive
trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.
In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in
connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this 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 other manner permitted by law.


 




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IN WITNESS WHEREOF, the
Company has executed this Warrant as of the date first written above.


 


	 	TODOS MEDICAL LTD.
	 	 	 
	 	By:	 
	 	 	Name:


 




    	 	8	 



     


    

 


Exhibit A


 


FORM OF SUBSCRIPTION


(to be signed only on exercise of Warrant)


 


TO: TODOS MEDICAL LTD.


 


The undersigned, pursuant to the provisions
set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


 


☐ ________ Ordinary Shares covered by
such Warrant.


 


☐ ________ the maximum number of Ordinary
Shares covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.


 


The undersigned herewith makes payment
of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment
takes the form of (check applicable box or boxes)


 


☐ $__________ in lawful money of the
United States and/or


 


☐ the cancellation of such portion of
the attached Warrant as is exercisable for a total of _______ Ordinary Shares (using a Fair Market Value of $_______ per share
for purposes of this calculation); and/ or


 


☐ the cancellation of such number of
Ordinary Shares as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect
to the maximum number of Ordinary Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2.


 


The undersigned requests that the certificates
for such shares be issued in the name of, and delivered to ____________________________________________ whose address
is ______________________________________________.


 


The undersigned represents and warrants
that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant
to registration of the Ordinary Shares under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an exemption from registration under the Securities Act.


 


	Dated:___________________	 	
         

        (Signature must conform to name of holder as specified on the
        face of the Warrant)

         

         

         

        (Address)






 






    	 	9	 



     


    

 


Exhibit B


 


FORM OF TRANSFER OR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right
represented by the within Warrant to purchase the percentage and number of Ordinary Shares of TODOS MEDICAL LTD. to which the within
Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of
TODOS MEDICAL LTD. with full power of substitution in the premises.


  


	Transferees	 	Percentage Transferred	 	Number Transferred
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 





	Dated:  ______________, ___________	 	 
	 	 	(Signature must conform to name of holder as specified on the face of the warrant)
	 	 	 
	Signed in the presence of:	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	ACCEPTED AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	(Name)	 	 




 








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