Exhibit 4.3


 


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 Health, Inc.,
a Delaware corporation






		Number
                            of Shares:	80,000






		Class
                            of Stock:	Common Stock






		Warrant
                            Price:	$6.50 per share






		Issue
                            Date:	January 17, 2020






		Expiration
                               Date:	January 17, 2025 (Subject
to Sections 4.1)



 


THIS WARRANT TO PURCHASE
STOCK (THIS “WARRANT”) CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged,
Hillcour Investment Fund, LLC, a Florida limited liability company, or its assignee (“Holder”), is entitled to purchase
the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of MARPAI HEALTH, 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. Subject to Section 4.2, as of the Exercisability 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          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.


 


1.3          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.


 






    


     


    

 


1.4         Acquisition
of the Company.


 


1.4.1           “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.


 


1.4.2           Treatment
of Warrant in the Event of an Acquisition. Subject to the satisfaction of Section 4.2, the Company shall give Holder
written notice at least twenty (20) days prior to the closing of any proposed Acquisition. Within such timeframe, provided that
the CB Agreement referred to in Section 4.2 below has been entered into prior to the Exercisability Date (as defined herein),
Holder may elect to exercise this Warrant in whole or in part, at the Warrant Price. Subject to and upon the consummation of an
Acquisition, this Warrant shall automatically terminate, become null and void and of no further force or effect, and Holder shall
have no further right, claim or entitlement pursuant to this Warrant, including, for avoidance of doubt, with respect to unexercised
Shares subject to this Warrant.


 


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 2.2 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.


 


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


     


    

 


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          The
initial Warrant Price referenced on the first page of this Warrant is not greater than the fair market value of the Shares
as of the date of this Warrant.


 


3.1.2          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.


 


ARTICLE 4

MISCELLANEOUS


 


4.1         Term;
Termination by Holder. Subject to the satisfaction of Section 4.2 below, 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.


 






    3


     


    

 


4.2         Condition
Precedent. As a condition for exercising this Warrant in whole or in part, the Company and Continental Benefits, third-party
administrator, (“CB”) are required to enter into a commercial agreement, under which, among others, Company should
sell services to CB (the “CB Agreement”) by no later than June 30, 2020 (the effective of such CB Agreement shall
be referred to herein as the “Exercisability Date”). In the event the Company and CB do not enter into the CB Agreement
by the Exercisability Date, without any further action by Company, this Warrant shall automatically expire, terminate, and be
of no further force or effect, and the Holder shall have no rights whatsoever under this Warrant, including no rights to exercise
this Warrant in whole or in part.


 


4.3          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 4.4 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.


 


4.4          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.


 


4.5          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 follows until the Company
receives notice of a change of address in connection with a transfer or otherwise:


 


Hillcour Investment Fund, LLC 


Attn: 


One Urban Centre, Suite 100 


4830 W. Kennedy Blvd. 


Tampa, FL 33609 


Email:


 


All notices to the
Company shall be addressed as follows:


 


Marpai Health, Inc. 


Attn: Edmundmo Gonzalez, Secretary 


1185 Avenue of Americas, Suite 301 


New
York, NY     10036 


Email:
EGonzalez@marpaihealth.com


 






    4


     


    

 


With
a copy to:


 


Pearl Cohen Zedek Latzer Baratz
LLP 


50 Congress Street, Suite 1040 


Boston, MA 02109 


Fax: (617) 228-5720 


Attn: Oded Kadosh, Esq.


 


4.6         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.


 


4.7         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.


 


4.8         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.


 


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


 


4.10       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.


 


4.11       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]


 






    5


     


    







 





	 	COMPANY:
	 	 
	 	MARPAI HEALTH, INC.
	 	 
	 	By:	/s/ Edmundo Gonzalez
	 	 
	 	Name:	Edmundo Gonzalez
	 	 
	 	Title:	CEO and Secretary



 





	 	HOLDER:
	 	 
	 	HILLCOUR INVESTMNET FUND, LLC
	 	 
	 	By:	/s/ Damien Lamendola
	 	 
	 	Name:	Damien Lamendola
	 	 
	 	Title:	Manager



 


[Signature Page to Warrant]


 






    


     


    







 


APPENDIX I


 


NOTICE OF EXERCISE


 


1.           The
undersigned hereby elects to purchase                      shares
of the                        stock of Marpai
Health, 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:


 


Hillcour Investment Fund, LLC


 


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.


 





	HILLCOUR
INVESTMENT FUND, LLC or	 
	Assignee	 
	 	 
	 	 
	(Signature)	 
	 	 
	 	 
	(Name and Title)	 
	 	 
	 	 
	(Date)