Exhibit 4.54


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS,
AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


WARRANT TO PURCHASE STOCK


 





	Corporation:	Marpai, Inc., a Delaware corporation
	Number of Shares:	83,333
	Class of Stock:	Shares of Class A Common Stock
	Warrant Exercise Price:	$36 per share
	Issue Date:	April 1, 2021
	Expiration Date:	 February 9, 2026 (Subject to Section 4.1)


 


THIS WARRANT TO PURCHASE STOCK
(THIS “WARRANT”) CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, Grays West Ventures LLC,
or its assignee (“Holder”), is entitled to purchase the number of fully paid and nonassessable shares of Class A Common
Stock, par value $0.0001 per share (the “Shares”), of MARPAI, INC., a Delaware corporation (the “Company”),
at the Warrant Price, all as set forth above and as adjusted pursuant to the terms of this Warrant, subject to the provisions and upon
the terms and conditions set forth in this Warrant.


 


ARTICLE 1

EXERCISE


 


1.1            Method
of Exercise. Any time on or after the Issue Date, Holder may exercise this Warrant from time to time for all or any part of the unexercised
Shares by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix I to the principal office of the
Company (or such other appropriate location as Holder is so instructed by the Company). Holder shall also deliver to the Company a check,
wire transfer (to an account designated by the Company) or other form of payment acceptable to the Company for the aggregate Warrant Price
for the Shares being purchased. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made
in connection with a public offering or an Acquisition (as defined below), such exercise may at the election of the Holder be conditioned
upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to
the closing of such transaction.


 


1.2            Cashless
Exercise. In lieu of exercising this Warrant by payment of cash or certified check or official bank check payable to the order of
the Company pursuant to Section 1.1 above, Holder may elect to receive the number of shares of Class A Common Stock equal to
the value of this Warrant (or the portion thereof being exercised), by surrender of this Warrant to the Company, together with the exercise
form attached hereto, in which event the Company shall issue to Holder shares of Class A Common Stock in accordance with the following
formula:


 


 


 


	Where,	X	=	The number of shares of Class A Common Stock to be issued to Holder;
	 	 	 	 
	 	Y	=	The number of shares of Class A Common Stock for which the Warrant is being exercised;
	 	 	 	 
	 	A	=	The fair market value of one share of Class A Common Stock; and
	 	 	 	 
	 	B	=	The Exercise Price.


 






    


     


    

 


For purposes of this Section 1.2,
the fair market value of a share of Class A Common Stock is defined as follows:


 


(i) if
the Company’s Class A Common Stock is traded on a securities exchange, the value shall be deemed to be the average of the closing
prices on such exchange or market over the thirty (30) day period ending three (3) days prior to the date of the exercise form being
submitted in connection with the exercise of the Warrant; or


 


(ii) if
the Company’s Class A Common Stock is actively traded over-the-counter, the value shall be deemed to be the average of the
closing bid prices over the thirty (30) day period ending three (3) days prior to the date of the exercise form being submitted in
connection with the exercise of the Warrant; or


 


(iii) if
there is no active public market for the Class A Common Stock, the value of a share of Class A Common Stock shall be the fair
market value thereof, as determined in good faith by the Company’s Board of Directors.


 


1.3            Delivery
of Certificate and New Warrant. Within reasonable time after Holder exercises this Warrant and the Company receives payment of the
aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully
exercised and has not expired, a new warrant representing the Shares not so acquired.


 


1.4            Replacement
of Warrants. In the case of loss, theft or destruction of this Warrant, upon delivery of an indemnity agreement reasonably satisfactory
in form and amount to the Company or, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company at its expense
shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.


 


1.5            Acquisition
of the Company.


 


1.5.1            “Acquisition.”
For the purpose of this Warrant, “Acquisition” means (a) any sale, license, or other disposition of all or substantially
all of the assets (including intellectual property) of the Company by means of any transaction or series of related transactions, or (b) any
reorganization, consolidation, acquisition, merger, sale of the voting securities of the Company or any other transaction or series of
related transactions where the holders of the Company’s securities before the transaction or series of related transactions beneficially
own less than fifty percent (50%) of the outstanding voting securities of the surviving entity after the transaction or series of related
transactions.


 






    2


     


    

 


1.5.2            Treatment
of Warrant in the Event of an Acquisition. The Company shall give Holder written notice at least twenty (20) days prior to the closing
of any proposed Acquisition. The Company will use commercially reasonable efforts to cause (i) the acquirer of the Company, (ii) successor
or surviving entity or (iii) parent entity in an Acquisition (the “Acquirer”) to assume this Warrant as a part of the
Acquisition.


 


(a)            If
the Acquirer assumes this Warrant, then this Warrant shall be exercisable for the same securities, cash, and property as would be payable
for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date
for the Acquisition and subsequent closing of the Acquisition. The Warrant Price shall be adjusted accordingly, and the Warrant Price
and number and class of Shares shall continue to be subject to adjustment from time to time in accordance with the provisions hereof.


 


(b)            If
the Acquirer refuses to assume this Warrant in connection with the Acquisition, the Company shall give Holder an additional written notice
at least ten (10) days prior to the closing of the Acquisition of such fact. In such event, notwithstanding any other provision of
this Warrant to the contrary, Holder may immediately exercise this Warrant in the manner specified in this Warrant with such exercise
effective immediately prior to closing of the Acquisition. If Holder elects not to exercise this Warrant, then this Warrant will terminate
immediately prior to the closing of the Acquisition. As used herein, an “Excluded Acquisition” means, an Acquisition where
the consideration that the holders of the Shares are entitled to receive on account of the Shares consists entirely of cash and/or shares
of common stock, interests or units that are publicly traded and listed on a national exchange and where the shares or other securities,
if any, receivable by the Holder of this Warrant were the Holder to exercise this Warrant in full immediately prior to the closing of
such Acquisition may be publicly re-sold by the Holder in their entirety within the three (3) months following such closing pursuant
to Rule 144 or an effective registration statement under the Act.


 


ARTICLE 2

ADJUSTMENTS TO THE SHARES


 


2.1            Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend on its common stock payable in common stock, or other securities,
or subdivides the outstanding common stock into a greater amount of common stock, then upon exercise of this Warrant, for each Share acquired,
Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder
owned the Shares of record as of the date the dividend or subdivision occurred.


 


2.2            Reclassification,
Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise
or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant
had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic
conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant
to the terms of the Company’s Certificate of Incorporation upon the closing of a registered public offering of the Company’s
common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The
new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in
this Article 2 including, without limitation, adjustments to the Warrant Price, the number of securities or property issuable upon
exercise of the new warrant and expiration date. The provisions of this Section 2.3 shall similarly apply to successive reclassifications,
exchanges, substitutions, or other events.


 


2.3            Adjustments
for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification, reverse split or otherwise, into
a lesser Number of Shares, the Warrant Price shall be proportionately increased. If the outstanding Shares are subdivided, split or multiplied,
by reclassification, a dividend payable in common stock or otherwise, into a greater Number of Shares, the Warrant Price shall be proportionately
decreased.


 






    3


     


    

 


2.4            No
Impairment. The Company shall not, by amendment of its Certificate of Incorporation or Bylaws or through a reorganization, transfer
of assets, consolidation, merger, 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 to be observed or performed under this Warrant by the Company, but shall at all times in
good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate
to protect Holder’s rights under this Article 2 against impairment.


 


2.5            Certificate
as to Adjustments. Upon each adjustment of the Warrant Price or Number of Shares, the Company at its expense shall promptly compute
such adjustment, and furnish Holder with a certificate signed by an officer of the Company setting forth such adjustment and the facts
upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price
and Number of Shares in effect upon the date thereof and the series of adjustments leading to such Warrant Price and Number of Shares.


 


2.6            Limitations
on Liability. Nothing contained in this Warrant shall be construed as imposing any liabilities on 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.


 


2.7            Fractional
Shares. No fractional Shares shall be issuable upon exercise of this Warrant and the Number of Shares to be issued shall be rounded
down to the nearest whole Share. If a fractional share interest arises upon any exercise of this Warrant, the Company shall eliminate
such fractional share interest by paying Holder an amount in cash computed by multiplying the fractional interest by the fair market value,
as determined by the Company’s Board of Directors, of a full Share.


 


ARTICLE 3

REPRESENTATIONS AND COVENANTS OF THE COMPANY


 


3.1            Representations
and Warranties. The Company hereby represents and warrants to, and agrees with, the Holder as follows:


 


3.1.1            This
Warrant is and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly
issued. All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any,
issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free
of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities
laws.


 


3.2            Notice
of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its stock, whether in
cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to merge or consolidate with or into any
other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then,
in connection with each such event, the Company shall give Holder (1) at least twenty (20) days prior written notice of the date
on which a record will be taken for such dividend, distribution.


 






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ARTICLE 4

MISCELLANEOUS


 


4.1            Term;
Termination by Holder. This Warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration
Date set forth above. The Company agrees that Holder may terminate this Warrant, upon notice to the Company, at any time in its sole discretion.


 


4.2            Legends.
This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion
of the Shares, if any) shall be imprinted with a legend in substantially the following form:


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS,
AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4.3 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


4.3            Transfer
Restrictions; Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and
the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or
in part without (i) the prior written consent of the Company, and (ii) compliance with applicable federal and state securities
laws by the transferor and the transferee.


 


4.4            Notices.
All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when: (i) given
personally or mailed by first-class registered or certified mail, postage prepaid, or sent via a nationally recognized overnight courier
service (such as, but not limited to, Federal Express, DHL or UPS), fee prepaid, or (ii) on the date sent by email or facsimile if
sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
Such communications must be sent to the respective parties at the address or facsimile number as may have been furnished to the Company
or the Holder, as the case may be, in writing by the Company or such Holder from time to time. Effective upon the receipt of executed
Warrant, all notices to the Holder shall be addressed as set forth on the signature page hereto until the Company receives notice
of a change of address in connection with a transfer or otherwise.


 


All notices to the Company
shall be addressed as follows:


 


Marpai, Inc.


Attn: Edmundo Gonzalez, Secretary


14 Todd Drive


East Hampton, New York 11937


Email:
EGonzalez@marpaihealth.com


 


With
a copy to:


Pearl Cohen Zedek Latzer Baratz LLP


131 Dartmouth Street, 3rd Floor


Boston, MA 02116


Fax: (617) 228-5720


Attn: Oded Kadosh, Esq.


 






    5


     


    

 


4.5            Amendments;
Waiver. This Warrant and any term hereof may be amended, modified or supplemented by an agreement in writing signed by each party
hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing
and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from
this Warrant shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


4.6            Cumulative
Remedies. The rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition and not in
substitution for, any other rights or remedies available at law, in equity or otherwise.


 


4.7            No
Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any instrument to be drafted.


 


4.8            Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to
its principles regarding conflicts of law.


 


4.9            WAIVER
OF JURY TRIAL. HOLDER AND THE COMPANY ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT ONE THAT MAY BE
WAIVED IN CERTAIN CIRCUMSTANCES. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND
VOLUNTARILY, AND FOR THEIR MUTUAL BENFEIT, HOLDER AND THE COMPANY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING
THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT.


 


4.10            Confidentiality.
The Company hereby agrees to keep the terms and conditions of this Warrant confidential. Notwithstanding the foregoing confidentiality
obligation, the Company may disclose information relating to this Warrant as required by law, rule, regulation, court order or other legal
authority, provided that (i) the Company has given Holder at least ten (10) days’ notice of such required disclosure,
and (ii) the Company only discloses information that is required, in the opinion of counsel reasonably satisfactory to Holder, to
be disclosed.


 


[Signature on Following Page]


 






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	 	COMPANY:
	 	 
	 	MARPAI, INC.
	 	 
	 	By:	/s/ Edmundo Gonzalez
	 	 
	 	Name:	Edmundo Gonzalez
	 	 
	 	Title:	CEO
	 	 
	 	HOLDER:
	 	 
	 	GRAYS WEST VENTURES LLC
	 	 
	 	By:	/s/ Edmundo Gonzalez
	 	 
	 	Name:	Edmundo Gonzalez
	 	 
	 	Title:	Manager
	 	 
	 	Address:	14 Todd Drive East Hampton NY 11937
	 	 
	 	 
	 	 
	 	Email:	egonzalez@grayswestventures.com


 


[Signature Page to Warrant]


 






    


     


    

 


APPENDIX I


 


NOTICE OF EXERCISE


 


1.           The
undersigned hereby elects to purchase ______________shares of the Class A Common Stock of Marpai, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in full.


 


2.            Please
issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:


 


___________________________


 


3.            The
undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view
toward the resale or distribution thereof except in compliance with applicable securities laws.


 


	_________________________or	 
	Assignee	 
	 	 
	 	 
	(Signature)	 
	 	 
	 	 
	(Name and Title)	 
	 	 
	 	 
	(Date)