Exhibit
10.5


 





NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED BY HOLDER IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK 


OF


SCOUTCAM
INC.


(the
“Corporation”)



 


Number of Shares of Common Stock of the Corporation, par value $0.001 each (the “Common Stock”):
2,066,116.


Issue
Date: May 18, 2020.


Initial
Exercise Date: May 18, 2020


 


This
warrant to purchase shares of Common Stock (the “Warrant”) certifies that, for value received, M. Arkin (1999)
Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after May 18, 2020 (the “Initial Exercise Date”), and on or prior
to the close of business eighteen (18) months following the Issue Date (the “Termination Date”), provided that,
if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe
for and purchase from the Corporation, up to 2,066,116 shares of Common Stock (the “Warrant Shares”). The purchase
price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement (the “Purchase Agreement”), dated May 18, 2020, among the Corporation and the
Holder. In addition to the foregoing, the following terms shall have the meanings indicated in this Section 1:


 


“Trading
Day” means a day on which the principal Trading Market is open for business.


 


“Trading
Market” means any of the markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question, including the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, the OTCQB, OTCQX or the OTC Pink Sheets (or any successors to any of the foregoing).


 




    	 



     


    

 


Section
2. Exercise.


 


a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Corporation (or such
other office or agency that the Corporation may designate by notice in writing to the registered Holder at the address of the
Holder appearing on the books of the Corporation) of a duly executed facsimile copy or PDF copy submitted by electronic mail (or
e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within
the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United
States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not
be required to physically surrender this Warrant to the Corporation until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Corporation
for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Corporation.
Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder
shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Corporation shall maintain records showing the number of Warrant Shares
purchased and the date of such purchases. The Holder, by acceptance of this Warrant, acknowledges and agrees 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.


 


In
no event will the Corporation be required to net cash settle a Warrant exercise.


 


b)
Exercise Price. The exercise price per Share under this Warrant shall be $0.595, subject to adjustment hereunder (the “Exercise
Price”).


 


c)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. The Corporation shall cause its transfer agent (the “Transfer Agent”)
to register the Warrant Shares, and credit the account of the Holder with The Depository Trust Company (or another established
clearing corporation performing similar functions) through its Deposit/Withdrawal At Custodian system (“DWAC”)
if the Transfer Agent is then a participant in such system and either (A) there is an effective registration statement permitting
the issuance of the Warrant Shares or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale
by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate,
registered in the name of the Holder, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the address specified by the Holder in the Notice of Exercise, by the date that is the earlier of (i) two (2) Trading Days
and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Corporation of the Notice
of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, 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 of delivery of the Warrant Shares, provided that payment of the aggregate
Exercise Price is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period following delivery of the Notice of Exercise. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market
with respect to the Shares as in effect on the date of delivery of the Notice of Exercise.


 




    	 



     


    

 


ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Corporation shall, at the
request of the Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to
the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant.


 


iii.
Rescission Rights. If the Corporation fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(c)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv.
No Fractional Warrant Shares or Scrip. No fractional Warrant Shares shall be issued upon the exercise of this Warrant.
As to any fraction of a Share that the Holder would otherwise be entitled to purchase upon such exercise, the Corporation shall
be entitled to round down such to the next whole Share.


 


v.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by
the Corporation, and such Warrant Shares shall be issued in the name of the Holder. The Corporation shall pay all applicable fees
and expenses of the Transfer Agent in connection with the issuance of the Warrant Shares hereunder.


 


Each
of the Corporation and the Holder is aware and agree that it shall be exclusively responsible for its own tax liability arising
from the grant or exercise of any Warrant, from the payment for Warrant Shares covered thereby or from any other event or act
hereunder. The Company and/or its Affiliates shall withhold taxes according to the requirements under the applicable laws, rules,
and regulations, including withholding taxes at source, if required under applicable law (unless the Holder provides a tax certificate,
stating that no withholding, or reduced withholding, of tax is required). .


 




    	 



     


    

 


The
Holder will not be entitled to receive from the Corporation any Warrant Shares allocated or issued upon the exercise of the Warrant
prior to the full payments of any tax liabilities arising from the exercise of the Warrant, which are required to be paid by the
Holder, if any, prior to the issuance of such Warrant Shares issued upon the exercise of the Warrant. For the avoidance of doubt,
the Corporation shall not be required to release any share to the Holder until all such payments required to be made by the Holder
have been fully satisfied.


 


vi.
Closing of Books. The Corporation will not close its shareholder books or records in any manner which prevents the timely
exercise of this Warrant, pursuant to the terms hereof.


 


Section
3. Certain Adjustments.


 


a)
Share Dividends and Splits. If the Corporation, at any time while this Warrant is outstanding: (i) pays a share dividend
or otherwise makes a distribution or distributions on its shares of capital stock (“Shares”) or any other equity
or equity equivalent securities payable in Shares or other securities of the Corporation, as applicable, (ii) subdivides outstanding
Shares into a larger number of Shares, as applicable, (iii) combines (including by way of reverse share split) outstanding Shares
into a smaller number of Shares, as applicable, or (iv) issues by reclassification of Shares, or any shares of capital stock of
the Corporation, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of Shares, (excluding treasury shares, if any) outstanding immediately before such event and the denominator
of which shall be the number of Shares, outstanding immediately after such event, and the number of shares issuable upon exercise
of this Warrant shall be proportionately increased in the case of share dividend or a subdivision, or proportionately decreased
in the case of a combination, such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made
pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled
to receive such dividend or distribution or immediately after the effective date in the case of a subdivision, combination or
re-classification.


 




    	 



     


    

 


b)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Corporation, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the
Corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of
all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Shares
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Shares, (iv) the Corporation, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Shares or any compulsory share exchange pursuant to which the
Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly or
indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or
group of Persons whereby such other Person or group acquires more than 50% of the outstanding Shares (not including Shares held
by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to,
such stock purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon
any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of capital stock
of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the same
type and number of Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes
of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one Share, in such Fundamental Transaction, and the Corporation
shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any
different components of the Alternate Consideration, provided the aggregate Exercise Price shall remain the same. If holders of
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. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation
is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation
under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(b) pursuant to written
agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay)
prior to such Fundamental Transaction, and as a condition thereof, and shall, at the option of the Holder, 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 of such Successor Entity
(or its parent entity) equivalent to the Shares represented by each Warrant Share acquirable and receivable upon 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 Shares pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such 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), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant and the other Transaction Documents referring to the “Corporation” shall refer instead to the Successor Entity),
and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this
Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Corporation
herein.


 




    	 



     


    

 


c)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a Share,
as the case may be. For purposes of this Section 3, the number of Shares deemed to be issued and outstanding as of a given date
shall be the sum of the number of Shares (excluding treasury shares, if any) issued and outstanding.


 


d)
Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Corporation
shall deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


Section
4. Transfer of Warrant.


 


a)
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are non-transferable.


 


b)
Warrant Register. The Corporation shall register this Warrant, upon records to be maintained by the Corporation for that
purpose (the “Warrant Register”), in the name of the record Holder hereof.


 


c)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a
view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


Section
5. Miscellaneous.


 


a)
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a shareholder of the Corporation prior to the exercise hereof as set forth in Section 2(c)(i).


 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Corporation covenants that upon receipt by the Corporation of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating
to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and
upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Corporation will make and deliver a new
Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 




    	 



     


    

 


c)
Fridays, Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised
on the next succeeding Business Day.


 


d)
Authorized Shares. The Corporation covenants that, during the period the Warrant is outstanding, it will reserve from its
authorized and unissued Shares a sufficient number of shares to provide for the issuance of the Warrant Shares and underlying
Shares upon the exercise of any purchase rights under this Warrant. The Corporation further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the duty of issuing the Warrant Shares needed for
the Transfer Agent to issue the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Corporation
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the applicable Trading Market upon which the Shares may
be listed. The Corporation covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in
accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges
created by the Corporation in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 


e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the Purchase Agreement.


 


f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.


 


g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the
Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding
the fact that all rights hereunder terminate on the Termination Date. If the Corporation willfully and knowingly fails to comply
with any provision of this Warrant, which results in any material damages to the Holder, the Corporation shall pay to the Holder
such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’
fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder, without limiting such other rights and remedies as may be available
to the Holder at law or in equity.


 


h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Corporation
shall be delivered in accordance with the notice provisions of the Purchase Agreement.


 




    	 



     


    

 


i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Shares or as a shareholder of the Corporation, whether such liability is asserted
by the Corporation or by creditors of the Corporation.


 


j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Corporation agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k)
Successors. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Corporation and the successors of Holder.


 


l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Corporation
and the Holder.


 


m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 


********************


 


(Signature
Page Follows)


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by its officer thereunto duly authorized as of the date
first above indicated.


 


	 	SCOUTCAM INC.
	 	 	 
	 	By:	
	 	Name:
    	
	 	Title:
    	         


 




    	 



     


    




 


NOTICE
OF EXERCISE


 


To:
SCOUTCAM INC.


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Corporation pursuant to the terms of the attached Warrant
(to be attached only if exercised in full), and tenders herewith payment of the exercise price in full in form of United States
currency; or


 


(2)
Please register and issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


	 		 


 


(3)
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.


 


(4)
If applicable pursuant to Section 2(c)(i) of the Warrant, the Warrant Shares shall be delivered to the following DWAC Account
Number:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 







 


[SIGNATURE
OF HOLDER]


 


	Name
    of Investing Entity: 
	 
	Signature
    of Authorized Signatory of Investing Entity: 
	 
	Name
    of Authorized Signatory: 
	 
	Title
    of Authorized Signatory: 
	 
	Date: