Exhibit 4.5


 


WARRANT
AGENT AGREEMENT


 


This
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [  ], 2021 (the “Issuance Date”)
is between Inspira Technologies Oxy B.H.N. Ltd., an Israeli corporation (the “Company”), and VStock Transfer LLC (the
“Warrant Agent”).


 


WHEREAS,
pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [  ], 2021,
by and among the Company and Aegis Capital Corp., as the representative (the “Representative”) of the underwriters
set forth therein, the Company is engaged in a public offering of [  ] units (each, a “Unit”), with each
Unit consisting of either: (A) one ordinary share, par value NIS 0.125 per share (each, an “Ordinary Share”), and
one warrant (each, a “Warrant”) to purchase one Ordinary Share at an exercise price of $______ (representing
100% of the per Unit offering price set forth on the cover page of the Registration Statement); or (B) one pre-funded warrant (each,
a “Pre-Funded Warrant”) to purchase one Ordinary Share at an exercise price of $0.01 until such time as the Pre-Funded
Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant, and one Warrant;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form
F-1 (File No. 333-253920) (as the same may be amended from time to time, the “Registration Statement”), for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Ordinary Shares, Units, Pre-funded Warrants,
Warrants, and shares underlying Pre-funded Warrants and Warrants, and such Registration Statement was declared effective on [], 2021;
and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with
the terms set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Pre-Funded
Warrants;


 


WHEREAS,
the Company desires to provide for the provisions of the Pre-Funded Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Pre-Funded
Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Pre-Funded Warrants the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the
Pre-Funded Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express
terms and conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 


2.
Pre-Funded Warrants.




 


2.1.
Form of Pre-Funded Warrants. The Pre-Funded Warrants shall be registered securities and shall be evidenced by a global pre-funded
warrant (“Global Pre-Funded Warrant”) in the form of Exhibit A to this Warrant Agreement, which shall be deposited
on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede
& Co., a nominee of DTC. The terms of the Global Pre-Funded Warrant are incorporated herein by reference. If DTC subsequently ceases
to make its book-entry settlement system available for the Pre-Funded Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Pre-Funded Warrants are not eligible for, or it is no longer
necessary to have the Pre-Funded Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written
instructions to DTC to deliver to the Warrant Agent for cancellation the Global Pre-Funded Warrant, and the Company shall instruct the
Warrant Agent to deliver to DTC separate certificates evidencing Pre-Funded Warrants (“Definitive Certificates” and, together
with the Global Pre-Funded Warrant, “Warrant Certificates”) registered as requested through the DTC system.


 




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2.2.
Issuance and Registration of Pre-Funded Warrants.




 


2.2.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Pre-Funded Warrants.


 


2.2.2.
Issuance of Pre-Funded Warrants. Upon the initial issuance of the Pre-Funded Warrants, the Warrant Agent shall issue the Global
Pre-Funded Warrant and deliver the Pre-Funded Warrants in the DTC book-entry settlement system in accordance with written instructions
delivered to the Warrant Agent by the Company. Ownership of security entitlements in the Pre-Funded Warrants shall be shown on, and the
transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with
DTC (each, a “Participant”).


 


2.2.3.
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Pre-Funded Warrant, the Company and the
Warrant Agent may deem and treat the person in whose name that Pre-Funded Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Pre-Funded Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Pre-Funded Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Pre-Funded
Warrant. The rights of beneficial owners in a Pre-Funded Warrant evidenced by the Global Pre-Funded Warrant shall be exercised by the
Holder or a Participant through the DTC system, except to the extent set forth herein or in the Global Pre-Funded Warrant.


 


2.2.4.
Delivery of Warrant Certificate. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined
below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for
the exchange of some or all of such Holder’s Global Pre-Funded Warrants for a Warrant Certificate evidencing the same number of
Pre-Funded Warrants, which request shall be in the form attached hereto as Exhibit B (a “Warrant Certificate Request
Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate
Request Notice Date” and the deemed surrender upon delivery by the Holder of a number of Global Pre-Funded Warrants for the
same number of Pre-Funded Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Warrant Agent shall
promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holder a Warrant Certificate for such number of Pre-Funded
Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant Certificate shall be dated the date of issuance
of the Warrant Certificate, shall include the initial exercise date of the Pre-Funded Warrants, shall be executed by an authorized signatory
of the Company and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company
agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate to the Holder within three (3) Business Days of
the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant
Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Certificate subject to
the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Ordinary Shares issuable upon exercise of the Pre-Funded Warrants (the “Warrant
Shares”) evidenced by such Warrant Certificate (based on the VWAP (as defined in the Pre-Funded Warrants) of the Ordinary Shares
on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery Date
until such Warrant Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange.
The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed
to be the holder of the Warrant Certificate and, notwithstanding anything to the contrary set forth herein, the Warrant Certificate shall
be deemed for all purposes to contain all of the terms and conditions of the Pre-Funded Warrants evidenced by such Warrant Certificate
and the terms of this Agreement.


 




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2.2.5.
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile
signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same
signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In
case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company
before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be
countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant
Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by
any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized
to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized
Officer.


 


2.2.6.
Registration of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Pre-Funded Warrants
may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate
or Warrant Certificates evidencing the same number of Pre-Funded Warrants as the Warrant Certificate or Warrant Certificates surrendered.
Any Holder desiring to register the transfer of Pre-Funded Warrants or to split up, combine or exchange any Warrant Certificate shall
make such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant
Certificates evidencing the Pre-Funded Warrants the transfer of which is to be registered or that is or are to be split up, combined
or exchanged and, in the case of registration of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign
and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company
and the Warrant Agent may require payment, by the Holder requesting a registration of transfer of Pre-Funded Warrants or a split-up,
combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Pre-Funded Warrants and
issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with such registration of transfer, split-up, combination or exchange, together with reimbursement to the Company and the Warrant Agent
of all reasonable expenses incidental thereto.


 


2.2.7.
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity
or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental
thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on
behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate
so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement
of lost Warrant Certificates, The Warrant Agent may receive compensation from the surety companies or surety agents for administrative
services provided to them.


 


2.2.8.
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial
holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or
the Pre-Funded Warrants; provided, however, that at all times that Pre-Funded Warrants are evidenced by a Global Pre-Funded
Warrant, exercise of those Pre-Funded Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures
administered by DTC.


 


3.
Terms and Exercise of Pre-Funded Warrants.




 


3.1.
Exercise Price. Each Pre-Funded Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate
and of this Warrant Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $[  ]
per whole share, subject to the subsequent adjustments provided in the Global Pre-Funded Warrant. The term “Exercise Price”
as used in this Warrant Agreement refers to the price per share at which Ordinary Shares may be purchased at the time a Pre-Funded Warrant
is exercised.


 


3.2.
Duration of Pre-Funded Warrants. A Pre-Funded Warrant may be exercised only during the period (“Exercise Period”)
commencing on the date of issuance and ending on the Termination Date. For purposes of this Warrant Agreement, the “Termination
Date” shall have the meaning set forth in the Global Pre-Funded Warrant.


 






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3.3.
Exercise of Pre-Funded Warrants.







 


3.3.1.
Exercise. Subject to the provisions of the Global Pre-Funded Warrant, a Holder (or a Participant or a designee of a Participant
acting on behalf of a Holder) may exercise Pre-Funded Warrants by delivering to the Warrant Agent, (i) not later than 5:00 P.M., Eastern
Standard Time, on any business day during the Exercise Period a notice of exercise of the Pre-Funded Warrants to be exercised (A) in
the form attached to the Global Pre-Funded Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election
to Purchase”) and (ii) within one (1) Trading Day of the Date of Exercise, Pre-funded Warrants to be exercised by (A) surrender
of the Warrant Certificate evidencing the Pre-funded Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery
of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time
to time. Partial exercises of a Pre-funded Warrant resulting in purchases of a portion of the total number of Warrant Shares available
thereunder 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. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender a Warrant Certificate until the Holder has purchased all of the Warrant Shares available thereunder and the Pre-funded Warrant
has been exercised in full, in which case, the Holder shall surrender such Pre-funded Warrant to the Company for cancellation within
three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company.. All other requirements for the exercise
of a Pre-Funded Warrant shall be as set forth in the Pre-Funded Warrant.


 


3.3.2.
The Warrant Agent shall, by 5:00 p.m., New York City time, on the Trading Day following the Exercise Date of any Pre-Funded Warrant,
advise the Company, the transfer agent and registrar for the Company’s Ordinary Shares, in respect of (i) the number of Warrant
Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Pre-Funded Warrants, (ii) the
instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant
Shares and the number of Pre-Funded Warrants that remain outstanding after such exercise and (iii) such other information as the Company
or such transfer agent and registrar shall reasonably request. The Company shall issue the Warrant Shares in compliance with the terms
of the Pre-Funded Warrant.


 


3.3.3.
Valid Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Pre-Funded Warrant in conformity with this
Warrant Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.4.
No Fractional Exercise. Notwithstanding any provision contained in this Warrant Agreement to the contrary, no fractional shares
or scrip representing fractional shares shall be issued upon the exercise of the Pre-Funded Warrants. As to any fraction of a share which
the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole
share.


 


3.3.5.
No Transfer Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid
in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Pre-Funded Warrants; and in the event
that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other
charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.


 


3.3.6.
Date of Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date,
and for purposes of Regulation SHO, a holder whose interest in the Pre-Funded Warrant is a beneficial interest in certificate(s) representing
the Pre-Funded Warrant held in book-entry form through DTC shall be deemed to have exercised its interest in the Pre-Funded Warrant upon
instructing its broker that is a DTC participant to exercise its interest in the Pre-Funded Warrant, except that, if the Exercise Date
is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares
at the open of business on the next succeeding date on which the stock transfer books are open.


 


4.
Adjustments. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Pre-Funded
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from
such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of
a Pre-Funded Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Section 3 of the Pre-Funded Warrant, then, in any such event, the Company shall give written
notice to the Warrant Agent. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
The Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions
provided by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Pre-Funded
Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it
in accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be
deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof from the Company.


 




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5.
Restrictive Legends; Fractional Pre-Funded Warrants. In the event that a Warrant Certificate surrendered for transfer bears a
restrictive legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the Pre-Funded Warrants must also bear a restrictive legend
upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
transfer of or delivery of a Warrant Certificate for a fraction of a Pre-Funded Warrant.


 


6.
Other Provisions Relating to Rights of Holders of Pre-Funded Warrants.




 


6.1.
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a Holder of Pre-Funded
Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered
holder of Pre-Funded Warrants, 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 share capital, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or
otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Pre-Funded
Warrants.


 


6.2.
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Pre-Funded Warrants issued pursuant to this
Warrant Agreement.


 


7.
Concerning the Warrant Agent and Other Matters.




 


7.1.
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing
by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected
for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in
accordance with this Section 7.1.


 


7.2.
(a) Whether or not any Pre-Funded Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder,
the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant
Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses
of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external)
at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing
and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement
are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%)
per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and
any other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent
to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant
Agreement or in the exercise of its rights.


 




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7.3.
As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth
herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations
and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Pre-Funded Warrants or any Warrant Shares;
(c) shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder,
and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required
to act unless it has been furnished with an indemnity reasonably satisfactory to it; (d) may rely on and shall be fully authorized and
protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission
or other document or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party
or parties; (e) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other
documents relating thereto; (f) shall not be liable or responsible for any failure on the part of the Company to comply with any of its
covenants and obligations relating to the Pre-Funded Warrants, including without limitation obligations under applicable securities laws;
(g) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions
with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying
any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance
of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection
with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for
those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent,
set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or
after which such action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken
by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such
application (which date shall not be less than five business days after the date such application is sent to the Company, unless the
Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received
written instructions in response to such application specifying the action to be taken or omitted; (h) may consult with counsel satisfactory
to the Warrant Agent, including its in- house counsel, and the advice of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel;
(i) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it
shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent
appointed with reasonable care by it in connection with this Warrant Agreement; (j) is not authorized, and shall have no obligation,
to pay any brokers, dealers, or soliciting fees to any person; and (k) shall not be required hereunder to comply with the laws or regulations
of any country other than the United States of America or any political subdivision thereof.


 


7.4.
(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action
taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement.
Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect,
incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the
Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the
Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable
for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not
limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience,
riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures
including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event
any question or dispute arises with respect to the proper interpretation of the Pre-Funded Warrants or the Warrant Agent’s duties
under this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall
not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate,
it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent
jurisdiction, binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written
document in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant
Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders
and all other persons that may have an interest in the settlement.


 


7.5.
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses
of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result
of the Warrant Agent’s gross negligence or willful misconduct.


 




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7.6.
Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and
the date on which no Pre-Funded Warrants remain outstanding (the “Agreement Termination Date”). On the business day
following the Agreement Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent
under this Warrant Agreement. The Agent’s right to be reimbursed for fees, charges and out- of-pocket expenses as provided in this
Section 8 shall survive the termination of this Warrant Agreement.


 


7.7.
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall
be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it
to the full extent permitted by applicable law.


 


7.8.
The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
(b) the offer and sale of the Pre-Funded Warrants and the execution, delivery and performance of all transactions contemplated thereby
(including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or
constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or
instrument to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid, binding and enforceable obligation of the Company; (d) the Pre-Funded Warrants will comply in all material respects
with all applicable requirements of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the
date hereof in connection with the offering of the Pre-Funded Warrants.


 


7.9.
In the event of inconsistency between this Warrant Agreement and the descriptions in the Pre-Funded Warrant, as it may from time to time
be amended, the terms of this Warrant Agreement shall control.


 


7.10.
Set forth in Exhibit C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company
under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify to
you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11.
Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement
shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its
signature to this Agreement, or, if to the Warrant Agent, to VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, or to such
other address of which a party hereto has notified the other party.


 


7.12.
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings
relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of
Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that
any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address
last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding
arising out of or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part,
by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition
or delay; except that (i) consent is not required for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant
Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by Warrant Agent or the
Company shall not be deemed to constitute an assignment of this Warrant Agreement. (c) No provision of this Warrant Agreement may be
amended, modified or waived, except in a written document signed by both parties. The Company and the Warrant Agent may amend or supplement
this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and that the parties determine, in good faith, shall not adversely affect
the interest of the Holders. All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1%
of the then outstanding Pre-Funded Warrants, provided that adjustments may be made to the Pre-Funded Warrant terms and rights in accordance
with Section 4 without the consent of the Holders.


 




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7.13.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Pre-Funded Warrants, but the Company
may require the Holders to pay any transfer taxes in respect of the Pre-Funded Warrants or such shares. The Warrant Agent may refrain
from registering any transfer of Pre-Funded Warrants or any delivery of any Warrant Shares unless or until the persons requesting the
registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any,
or shall have established to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been
paid.


 


7.14.
Resignation of Warrant Agent.




 


7.14.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company,
or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor
Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter
period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent,
then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent
at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the
duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent),
whether appointed by the Company or by such court, shall be a person organized and existing under the laws of any state of the United
States of America, in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed, and except for executing and delivering documents as provided in the sentence that follows,
the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled
to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but
not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company,
the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor
Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


7.14.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


7.14.3.
Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it
may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party
or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor
Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person”
shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity,
and shall include any successor (by merger or otherwise) thereof or thereto.


 






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8.
Miscellaneous Provisions.




 


8.1.
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof.


 


8.2.
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office
of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require
any such holder to provide reasonable evidence of its interest in the Pre-Funded Warrants.


 


8.3.
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


8.4.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall
not affect the interpretation thereof.


 


9.
Certain Definitions. As used herein, the following terms shall have the following meanings:




 


(a)
“Trading Day” means any day on which the Ordinary Share is traded on the Trading Market, or, if the Trading Market
is not the principal trading market for the Ordinary Share, then on the principal securities exchange or securities market in the United
States on which the Ordinary Share is then traded, provided that “Trading Day” shall not include any day on which the Ordinary
Share is are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Share is suspended from
trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the
closing time of trading on such exchange or market, then during the hour ending at 4:00 P.M., Eastern Standard Time).


 


(b)
“Trading Market” means NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market or the New York Stock Exchange.


 


[Signature
Page Follows]


 




    9


     

    

 


IN
WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	INSPIRA TECHNOLOGIES
    OXY B.H.N. LTD.
	 	 
	 	By:	                        
	 	Name: 	 
	 	Title:	 


 


	 	VSTOCK TRANSFER
    LLC
	 	 
	 	By:	                  
	 	Name: 	 
	 	Title:	 





 






    10


     

    

 


EXHIBIT
A


 


GLOBAL
PRE-FUNDED WARRANT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    11


     

    




 





EXHIBIT
B


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:____________as
Warrant Agent for____________(the “Company”)


 


The
undersigned Holder of Ordinary Shares Purchase Pre-Funded Warrants (“Pre-Funded Warrants”) in the form of Global Pre-Funded
Warrants issued by the Company hereby elects to receive a Warrant Certificate evidencing the Pre-Funded Warrants held by the Holder as
specified below:


 


	1.	Name of Holder
    of Pre-Funded Warrants in form of Global Pre-Funded Warrants: ____________
	 	 
	2.	Name of Holder
    in Warrant Certificate (if different from name of Holder of Pre-Funded Warrants in form of Global Pre-Funded Warrants): ____________
	 	 
	3.
	

    Number
    of Pre-Funded Warrants in name of Holder in form of Global Pre-Funded Warrants: ____________

	 	 
	4.	Number of Pre-Funded Warrants
    for which Warrant Certificate shall be issued: ____________
	 	 
	5.	Number of Pre-Funded Warrants
    in name of Holder in form of Global Pre-Funded Warrants after issuance of Warrant Certificate, if any: ___________
	 	 
	6.
	

    Warrant
    Certificate shall be delivered to the following address:



 





	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate,
the Holder is deemed to have surrendered the number of Pre-Funded Warrants in form of Global Pre-Funded Warrants in the name of the Holder
equal to the number of Pre-Funded Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ______________________________________


 


Signature
of Authorized Signatory of Investing Entity: ________________


 


Name
of Authorized Signatory: __________________________________


 


Title
of Authorized Signatory: ___________________________________


 


Date:
______________________________________________________


 




    12


     

    

 






EXHIBITC


 


AUTHORIZED
REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	Dagi Ben-Noon	 	Chief Executive Officer	 	 
	 	 	 	 	 
	Joe Hayon	 	Chief Financial Officer	 	 






 


 


13