Exhibit 4.1


 


AMENDMENT TO CONVERTIBLE BRIDGE LOAN AGREEMENT


 


THIS AMENDMENT CONVERTIBLE
BRIDGE LOAN AGREEMENT (this “Amendment”) is entered into as of the 27th day of February 2019
(“Effective Date”), by and between Todos Medical Ltd., an Israeli company (the “Company”),
and the entities set forth on Schedule 1 attached hereto (the “Investors”).


 


WHEREAS, the Company
and the Investors entered into a Convertible Bridge Loan Agreement dated February 27, 2019 (the “Agreement”); and


 


WHEREAS, the Company
and the Investors desire to amend the Agreement as set forth herein;


 


NOW, THEREFORE, the parties hereto hereby
agree as follows:


 


1.       Agreement.


 


Except as specifically
modified by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect. In the event of any
inconsistency between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. All
capitalized terms used herein shall have the meaning ascribed to them in the Agreement, unless defined otherwise herein.


 


2.       Prepayment


 


The following new Section 1.6 shall be added
to the Agreement:


 


“1.6       Prepayment.
In the event the Company prepays the Loan Principal and Interest prior to the Maturity Date, the Company shall pay an additional
ten percent (10%) of the Loan Principal.”


 


3.       Additional Warrant
Coverage


 


The following new Section 4.3 shall be added
to the Agreement:


 


“4.3       In
addition to the Warrant issued to each Investor pursuant to Section 4.1 of the Agreement, at the Closing, the Company shall deliver
to each Investor a second Warrant (the “Second Warrant”) providing each Investor with a right to purchase such
number Warrant Shares equal in value to twenty-five percent (25%) of such Investor’s Loan Principal, at an exercise price
that is equal to 150% of the closing bid price of the Company’s Ordinary Shares on the day prior to the Closing. The Investor
may exercise the Second Warrant at any time starting six (6) months following the Uplisting or the conversion of the Loan Principal,
as applicable, and up to three (3) years thereafter.”


 


4.Entire
Agreement.


 


This Amendment
and the Agreement constitute the entire agreement and understanding between the parties with regard to the subject matter hereof
and supersede any prior written or oral agreements. Any modifications to this Amendment or the Agreement must be in writing and
signed by the authorized representatives of the Parties.


 


5.       Counterparts.


 


This Amendment may be executed
in any number of 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.


 


 


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IN
WITNESS WHEREOF the parties have signed this Amendment to Convertible Bridge Loan Agreement in one or more counterparts as
of the date first hereinabove set forth.


 


	The Company	 	 
	 	 	 
	Todos Medical Ltd.	 	 
	 	 	 
	 	 	 
	Name:Herman Weiss	 	 
	Title:CEO	 	 
	Date:March 10, 2019	 	 
	 	 	 
	The Investors	 	 
	 	 	 
	YA II PN, LTD.	 	DPH Investments Ltd.
	By:	Yorkville Advisors Global, LP	 	 
	Its:	Investment Manager	 	 
	 	 	 	 
	By:	Yorkville Advisors Global II, LLC	 	Name:	 
	Its:	General Partner	 	Title:	 
	 	 	 	Date: 	 
	By:	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	 	 	 	 
	Zvi David Schnur	 	Gamliel Kagan
	 	 	 	 
	 	 	 
	Name:	 	 	Name:	Gamliel Kagan
	Date:	 	 	Date:	 
	 	 	 	 
	 	 	 
	Joseph Schulman	 	Elliot Berkovits
	 	 	 
	 	 	 
	Name:	Joseph Shulman	 	Name:	Elliot Berkovits
	Date:	 	 	Date:	 
	 	 	 
	 	 	 
	Boneh Chavurot LLC	 	BSD Investments
	 	 	 
	 	 	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	Date:	 	 	Date: