Exhibit 10.2


 


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 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.


 


WIZE
PHARMA, INC.


 


Warrant
To Purchase Common Stock


 


Warrant No.:                         


Number of Shares of Common Stock: _____________


Date of Issuance:                ,                   2019 (“Issuance
Date“)


 


Wize Pharma, Inc., a
Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [______], the registered holder
hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Exercise Date (as
defined below), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [              ] fully paid nonassessable
shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise
defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrant to Purchase Common Stock issued
in exchange, transfer or replacement hereof, this “Warrant ”), shall have the meanings set forth in Section
17.


 






    1


     


    

 


1. EXERCISE OF WARRANT.


 


(a) Mechanics of
Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder at any time or times on or after the Exercise Date, in whole or in part, by (i) delivery
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s
election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price
multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”)
in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the
Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). No ink-original Exercise
Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice
be required. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder; provided,
that upon the exercise in full of this Warrant, the Holder shall, within five (5) Trading Days, return the original Warrant to
the Company. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same
effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number
of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Holder has delivered an
Exercise Notice to the Company, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of
receipt of the Exercise Notice to the Holder and, to the extent that the Company is obligated to cause Warrant Shares to be delivered
to the Holder through the Deposit / Withdrawal At Custodian system in accordance with this Section 1(a), the Company’s transfer
agent (the “Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii)
the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder has
delivered the Exercise Notice to the Company, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless
Exercise) on or prior to the first (1st) Trading Day following the date on which the Holder has delivered the Exercise
Notice to the Company (a “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been
delivered by such date, the applicable Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or
notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Company’s Transfer Agent is participating
in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and
(A) the Warrant Shares are subject to an effective resale registration statement in favor of the Holder or (B) if exercised via
Cashless Exercise, at a time when Rule 144 would be available for immediate resale of the Warrant Shares by the Holder,
credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if (A) the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program or (B) the
Warrant Shares are not subject to an effective resale registration statement in favor of the Holder and, if exercised via Cashless
Exercise, at a time when Rule 144 would not be available for immediate resale of the Warrant Shares by the Holder, issue
and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant
to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with
respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery
of the Exercise Notice (so long as the Aggregate Exercise Price is delivered to the Company within one (1) Trading Day following
the delivery of such Exercise Notice), the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited
to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be.
If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to an Exercise Notice by the Share Delivery
Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares
subject to such exercise (based on the Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice),
$10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue)
for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. If
this original Warrant is returned to the Company in connection with any exercise pursuant to this Section 1(a) and the number of
Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon
an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise
and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of
Warrant Shares issuable immediately prior to such exercise under this Warrant , less the number of Warrant Shares with respect
to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant , but rather
the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes
which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s
obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute
and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination.


 


For avoidance of doubt and notwithstanding
anything to the contrary in this Agreement, no shares shall be required to be transmitted via DTC or via any other electronic delivery
and the company shall not be subject to any penalties for not so delivering the shares unless such delivery is permitted under
applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and no restrictive legend
is required on such shares.


 


(b) Exercise Price.
For purposes of this Warrant, “Exercise Price” means $0.27, subject to adjustment as provided herein.


 






    2


     


    

 


(c) Company’s
Failure to Timely Deliver Securities. If (subject to applicable securities laws and rules and provided such shares are registered
pursuant to an effective registration statement or may be sold pursuant to Rule 144) the Company shall fail for any reason or for
no reason to deliver or cause the Transfer Agent to deliver to the Holder the Warrant Shares in accordance with the provisions
of Section 1(a) above on or before the applicable Share Delivery Date an “Exercise Failure”), then, in addition
to all other remedies available to the Holder, (X) the Company shall pay in cash to the Holder on each day after the applicable
Share Delivery Date and during such Exercise Failure an amount equal to 1.5% of the product of (A) the sum of the number of shares
of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (B) any
trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the
date of delivery of the applicable Exercise Notice and ending on the applicable Share Delivery Date, and (Y) the Holder, upon written
notice to the Company, may void its Exercise Notice with respect to, and retain or have returned, as the case may be, any portion
of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall
not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to
this Section 1(c) or otherwise. In addition to the foregoing, if on or prior to the applicable Share Delivery Date either (I) the
Company fails to deliver or cause the Transfer Agent to deliver to the Holder the Warrant Shares in accordance with the provisions
of Section 1(a) above and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares
of Common Stock relating to the applicable Exercise Failure (a “Buy-In”), then the Company shall, within three
(3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an
amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any)
for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation
to deliver such certificate (and to issue such shares of Common Stock) or credit the Holder’s balance account with DTC for
such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates
representing such shares of Common Stock or credit the Holder’s balance account with DTC, as applicable, and pay cash to
the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common
Stock, times (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period
beginning on the date of delivery of the applicable Exercise Notice and ending on the applicable Share Delivery Date. Nothing herein
shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of
this Warrant as required pursuant to the terms hereof.


 


(d) Cashless Exercise. Notwithstanding
anything contained herein to the contrary, if on or after the six month anniversary of the Issuance Date, there is no effective
registration statement covering the resale of Warrant Shares being exercised, the Holder may, in its sole discretion, exercise
this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 





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







 


For purposes of the
foregoing formula:


 


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



 


		B=	as applicable: (i) the Weighted Average Price of the
Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1)
both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered
pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule
600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,
either (x) the Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
Exercise Notice, or (y) the Bid Price of the Common Stock on the principal trading market as reported by Bloomberg as of the time
of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading
hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close
of “regular trading hours” on a Trading Day) thereafter pursuant to Section 1(a) hereof or (iii) the Weighted Average
Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and
such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading
hours” on such Trading Day.



 






    3


     


    




 


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



 


For purposes of Rule 144(d) promulgated
under the 1933 Act, as in effect on the date hereof, the Company hereby acknowledges and agrees that the Warrant Shares issued
in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall
be deemed to have commenced, on the original Issuance Date. The Company agrees not to take any position contrary to this Section
1(d).


 


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


 


(f) Reserved.


 


(g) Insufficient
Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized
and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least
a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect
the exercise of all of this Warrant then outstanding (the “Required Reserve Amount” and the failure to have
such sufficient number of authorized and unreserved shares of Common Stock, an “Authorized Share Failure”),
then the Company shall as soon as reasonably practicable take all action necessary to increase the Company’s authorized shares
of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit
its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend
to the stockholders that they approve such proposal. Notwithstanding the foregoing, if at any such time of an Authorized Share
Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding Common Stock
to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining
such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. In the event that upon any exercise
of this Warrant , the Company does not have sufficient authorized shares to deliver in satisfaction of such exercise, then unless
the Holder elects to void such attempted exercise, the Holder may require the Company to pay to the Holder within three (3) Trading
Days of the applicable exercise, cash in an amount equal to the product of (i) the number of Warrant Shares that the Company is
unable to deliver pursuant to this Section 1(g), and (ii) the greater of (x) zero and (y) the difference between (I) the highest
Weighted Average Price during the period beginning on the date of the applicable date of exercise and the date that the Company
makes the applicable cash payment and (II) the lowest Exercise Price in existence during such period.


 


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


 


(a) Most Favored
Nation. Notwithstanding anything herein to the contrary, if at any time while this Warrant is outstanding, the exercise price
of the Company’s Series A Warrants issued pursuant to that certain Securities Purchase Agreement, dated October 22, 2018
between the Company and the investors thereto, is reduced as a result of a dilutive issuance (the “New Series A Exercise
Price”) to an exercise price lower than the Exercise Price then in effect, the Exercise Price then in effect shall be reduced
to the New Series A Exercise Price.


 


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


 






    4


     


    

 


(c) Voluntary Adjustment
By Company. The Company may at any time during the term of this Warrant, with the prior written consent of the Required Holders,
reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of
the Company.


 


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


 


3. RIGHTS UPON DISTRIBUTION OF ASSETS.
If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to any
or all holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin
off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant , then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant
,) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the participation in such Distribution .


  


4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase Rights.
In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Issuance Date and on or prior to the
Expiration Date the Company grants, issues or sells any Convertible Securities or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance
or sale of such Purchase Rights.


 


(b) Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes
in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 4(b), including
agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant , including, without limitation, which is exercisable for a corresponding
number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant ) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of
the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments
to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this
Warrant immediately prior to the occurrence or consummation of such Fundamental Transaction).
Upon the occurrence or consummation of each Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for the Company (so that from and after the date of the applicable Fundamental Transaction,
the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon the consummation
of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon
exercise of this Warrant at any time after the occurrence or consummation of the applicable
Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such
items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise
of this Warrant prior to the applicable Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor
Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable
Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard
to any limitations on the exercise of this Warrant ), as adjusted in accordance with the provisions of this Warrant. Notwithstanding
the foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice
to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant . In addition
to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to
which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares
of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder
will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) (collectively, the
“Corporate Event Consideration”) which the Holder would have been entitled to receive upon the happening of
the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant ). The provision made pursuant to the preceding sentence shall
be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and
equally to successive Fundamental Transactions and Corporate Events.


 






    5


     


    

 


(c) Notwithstanding
the foregoing, in the event of a Fundamental Transaction, at the request of the Holder delivered before the ninetieth (90th)
day after the occurrence or consummation of such Fundamental Transaction, the Company (or the Successor Entity) shall purchase
this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective
date of the Fundamental Transaction), cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of
this Warrant on the effective date of such Fundamental Transaction, payable in cash; provided, however, that, if
such Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of
Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation
of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value
of the unexercised portion of this Warrant , that is being offered and paid to the holders of Common Stock of the Company in connection
with such Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether
the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with such
Fundamental Transaction.


 


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


 






    6


     


    

 


6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER.
Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant
, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor
shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the
Holder of this Warrant , any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the
Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.


 


7. REISSUANCE OF WARRANTS.


 


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


 


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


 


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


 


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


 


8. NOTICES. The Company shall provide
the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description
of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice
to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the
calculation of such adjustment and (ii) at least ten (10) days prior to the date on which the Company closes its books or takes
a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances
or sales of any Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares
of Common Stock as a class or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation;
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice
being provided to the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise
Notice shall be definitive and may not be disputed or challenged by the Company.


 






    7


     


    

 


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


 


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


 


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


 


12. DISPUTE RESOLUTION. In the case
of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall
submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within one (1) Business Day of receipt
of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable
to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within one (1) Business Day of such
disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within one (1) Business
Day submit via facsimile or electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed
or (b) the disputed arithmetic calculation of the Warrant Shares to an independent, outside accountant, selected by the Holder
and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed. The Company shall cause at
its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify
the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations
or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be
binding upon all parties absent demonstrable error.


 






    8


     


    

 


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


 


14. TRANSFER. This Warrant and the
Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.


 


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


 


16. RESERVED.


 


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


 


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


 


(b) “Affiliate”
shall have the meaning ascribed to such term in Rule 405 of the 1933 Act.


 


(c) “Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on an Eligible Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on
the Eligible Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the Common Stock are then reported on the OTC Pink Market published by OTC Markets Group, Inc.
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the
Common Stock so reported, or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Company.


 


(d) “Black
Scholes Value” means the value of this Warrant calculated using the Black-Scholes Option Pricing Model obtained from
the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable
Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is
consummated, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of this Warrant as of such date of request, (ii) an expected volatility equal to the greater of 100%
and the 100 day volatility obtained from the HVT function on Bloomberg as of the day immediately following the public announcement
of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental
Transaction is consummated, (iii) the underlying price per share used in such calculation shall be the greater of (x) the highest
Weighted Average Price of the Common Stock during the period beginning on the Trading Day prior to the execution of definitive
documentation relating to the applicable Fundamental Transaction and ending on (A) the Trading Day immediately following the public
announcement of such Fundamental Transaction, if the applicable Fundamental Transaction is publicly announced or (B) the Trading
Day immediately following the consummation of the applicable Fundamental Transaction if the applicable Fundamental Transaction
is not publicly announced and (y) the sum of the price per share being offered in cash, if any, plus the value of any non-cash
consideration, if any, being offered in the Fundamental Transaction, (iv) a zero cost of borrow and (v) a 360 day annualization
factor.


 






    9


     


    

 


(e) “Bloomberg”
means Bloomberg Financial Markets.


 


(f) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


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


 


(h) “Common
Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any capital
stock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification, reorganization
or reclassification of such Common Stock.


 


(i) “Convertible
Securities” means any stock or securities directly or indirectly convertible into or exercisable or exchangeable for
shares of Common Stock.


 


(j) “Eligible
Market” means the Principal Market, the OTC QX, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global
Market, The Nasdaq Capital Market or The New York Stock Exchange, Inc.


 


(k) “Exercise
Date” means 5 days following the public announcement of positive clinical data results for LO2A or, if such date falls
on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next day that is not a Holiday. In the case of a dispute as to the determination of the Exercise Date, the Company’s
determination shall be binding upon all parties absent demonstrable error.


 


(l) “Expiration
Date” means _________1 or, if such date falls on a day other than a Business Day or on which trading does
not take place on the Principal Market (a “Holiday”), the next day that is not a Holiday.


 


(m) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or
otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving
corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be
subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange
offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding
shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated
with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number
of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party
to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “1934 Act”) of at least 50% of the outstanding shares of Common Stock,
or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with one or more Subject Entities whereby such Subject Entities, individually or in the aggregate,
acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common
Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number
of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under
the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common
Stock, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more
related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held
by all such Subject Entities as of the Issuance Date calculated as if any shares of Common Stock held by all such Subject Entities
were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of
Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form
merger or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval
of the stockholders of the Company or (C) directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 


 





 






15
year anniversary of Issuance Date


 






    10


     


    

 


(n) “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


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


 


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


 


(q) “Principal
Market” means the OTCQB (or such other quotation system or market that the Company’s Common Stock is listed or
quoted.


  


(r) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the principal securities
exchange or securities market on which the Common Stock is then traded as in effect on the date of delivery of the applicable Exercise
Notice.


 


(s) “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 






    11


     


    

 


(t)
“Subsidiary” means any joint venture or any entity in which the
Company, directly or indirectly, owns any of the capital stock or holds an equity or similar interest. 


 


(u) “Successor
Entity” means one or more Person or Persons formed by, resulting from or surviving any Fundamental Transaction, or one
or more Person or Persons with which such Fundamental Transaction shall have been entered into.


 


(v) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock on such day, then on the principal securities exchange or securities market on which
the Common Stock is then traded.


 


(w) “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time
as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC
Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 




    12


     


    


 


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


 


	 	WIZE PHARMA, INC.
	 	 	 
	 	By:   	                          
	 	Name:	 
	 	Title:	 


 




    13


     


    


 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


WIZE
PHARMA, INC. 


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Wize Pharma, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common
Stock (the “Warrant ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


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


 


____________
a “Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________
a “Cashless Exercise” with respect to _______________ Warrant Shares,
resulting in a delivery obligation of the Company to the Holder of __________ shares of Common Stock representing the applicable
Net Number.


 


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


 


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


 


Date: _______________ __, ______


 


Name of Registered Holder


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 




    14


     


    


 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs VStock Transfer LLC to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated ___________________from the Company and acknowledged and agreed
to by VStock Transfer LLC.


 


	 	WIZE PHARMA, INC.
	 	 	 
	 	By:	                           
	 	Name:	 
	 	Title:	 


 


 


15