Exhibit 4.1


 


AMENDED & RESTATED WARRANT AGREEMENT 


 


THIS AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”),
dated as of March 7, 2022, is by and between Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel (the “Company”),
Healthcare Capital Corp., a Delaware corporation (“HCCC”), and Continental Stock Transfer & Trust Company,
a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein
as the “Transfer Agent”).


 


WHEREAS, HCCC and the Warrant Agent are parties to that certain
Warrant Agreement, dated as of January 14, 2021 (the “Existing Warrant Agreement”);


 


WHEREAS, in accordance with Section 9.8(ii) of the Existing
Warrant Agreement, HCCC and the Warrant Agent agree to amend and restate the Existing Warrant Agreement in its entirety as contemplated
hereunder;


 


WHEREAS, HCCC issued 19,530,000 warrants as part of its initial
public offering, including (i) 13,750,000 warrants sold by HCCC to the public (the “Public Warrants”) and (ii)
6,800,000 warrants (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”)
sold by HCCC to Healthcare Capital Sponsor LLC, a Delaware limited liability company (“Sponsor”) in each case,
on the terms and conditions set forth in the Existing Warrant Agreement;


 


WHEREAS, on July 7, 2021, the Company, Archery Merger Sub Inc.,
a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and HCCC entered
into that certain Agreement and Plan of Merger (the “Merger Agreement”);


 


WHEREAS, upon the terms and subject to the conditions of the
Merger Agreement, Merger Sub will merge with and into HCCC (the “Merger”), with HCCC continuing as the surviving
company after the Merger and a direct, wholly-owned subsidiary of the Company;


 


WHEREAS, upon the consummation of the Merger, in accordance
with Section 4.4 of the Existing Warrant Agreement, the Company shall effect an Alternative Issuance (as defined in the Existing
Warrant Agreement) pursuant to which (i) the Public Warrants and the Private Placement Warrants issued thereunder will no longer be exercisable
for shares of Class A common stock, par value $0.0001 per share, of HCCC (the “HCCC Class A Shares”) but instead
will be exercisable (subject to the terms and conditions of this Agreement) for a number of ordinary shares of no par value of the Company
(the “Ordinary Shares”) equal to the number of HCCC Class A Shares for which such warrants were exercisable
immediately prior to the Merger subject to adjustment as described herein (such warrants as so adjusted and amended, the “Warrants”)
and (ii) the Warrants shall be assumed by the Company;


 


WHEREAS, the Company desires the Warrant Agent to act on behalf
of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption
and exercise of the Warrants;


 


WHEREAS, the Company desires to provide for the form and provisions
of the 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 Warrants; and


 


WHEREAS, all acts and things have been done and performed that
are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as
provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.


 






     


     


    

 


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


 


1. Assignment and Assumption. HCCC hereby assigns to the Company
all of HCCC’s right, title and interest in and to the Existing Warrant Agreement and the Warrants (each as amended hereby) as of
the effective time of the Merger (the “Effective Time”). The Company hereby assumes, and agrees to pay, perform,
satisfy and discharge in full, as the same become due, all of HCCC’s liabilities and obligations under the Existing Warrant Agreement
and the Warrants (each as amended hereby) arising from and after the Effective Time.


 


2. Consent. The Warrant Agent hereby consents to the assignment
of the Existing Warrant Agreement and the Warrants by HCCC to the Company pursuant to Section 1 hereof, effective as of the Effective
Time, the assumption of the Warrants by the Company from HCCC pursuant to Section 1 hereof, effective as of the Effective Time,
and the continuation of the Warrants in full force and effect from and after the Effective Time, subject at all times to this Agreement
(each as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of this Agreement.


 


3. Warrants.


 


3.1 Form of Warrant. Each Warrant shall be issued in registered
form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit A hereto, the provisions of
which are incorporated herein and shall be signed by, or bear the electronic signature of, the Chairman of the Company’s board of
directors (the “Board”), Chief Executive Officer, Chief Financial Officer or other principal officer of the
Company. In the event the person whose electronic signature has been placed upon any Warrant shall have ceased to serve in the capacity
in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.


 


3.2 Effect of Countersignature. If a physical certificate is
issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be invalid and of
no effect and may not be exercised by the holder thereof.


 


3.3 Registration.


 


3.3.1 Warrant Register. The Warrant Agent shall maintain books
(the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the
Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”)
deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co.,
a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership
shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions
that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make its book-entry settlement
system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation
each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates
in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate
shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.


 


3.3.2 Registered Holder. Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in
the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented
thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant Certificate made by anyone other than the
Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary.


 






    2


     


    

 


3.4 [Reserved]


 


3.5 No Fractional Warrants. The Company shall not issue fractional
Warrants. If a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole
number the number of Warrants to be issued to such holder.


 


3.6 Private Placement Warrants. The Private Placement Warrants
are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined
below), as applicable, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 4.3.1(c)
hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the date hereof, and (iii) shall not be redeemable
by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held
by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants may be transferred
by the holders thereof:


 


(a) to the Company’s officers or directors, any affiliate or
family member of any of the Company’s officers or directors, any members of the Sponsor or their affiliates, any affiliates of the
Sponsor, or any employees of such affiliates;


 


(b) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such
individual or to a charitable organization;


 


(c) in the case of an individual, by virtue of the laws of descent
and distribution upon death of such person;


 


(d) in the case of an individual, pursuant to a qualified domestic
relations order;


 


(e) by private sales or transfers made in connection with any forward
purchase agreement or similar arrangement at prices no greater than the price at which the Ordinary Shares or Warrants were originally
purchased; and


 


(f) by virtue of the laws of the State of Delaware or the limited liability
company agreement of the Sponsor upon termination and winding-up of the Sponsor; provided, however, that, in the case of
clauses (a) through (e), these transferees (the “Permitted Transferees”) enter into a written agreement with
the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement,
dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.


 


4. Terms and Exercise of Warrants.


 


4.1 Warrant Price. Each whole Warrant shall entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares
stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 5 hereof and in the last sentence
of this Section 4.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which Ordinary
Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date (as defined below) for a period of not less than twenty (20) days on which banks in New York City are generally
open for normal business (a “Business Day”); provided, that the Company shall provide at least twenty (20) days’
prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall be identical
among all of the Warrants.


 


4.2 Duration of Warrants. A Warrant may be exercised only during
the period (the “Exercise Period”) commencing on the date that is thirty (30) days after the date hereof, and
terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date hereof, (y)
the liquidation of the Company, or (z) other than with respect to the Private Placement Warrants to the extent then held by the original
purchasers thereof or their Permitted Transferees, the Redemption Date (as defined below) as provided in Section 7.2 hereof (the
“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 4.3.2 below, with respect to an effective registration statement.
Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant)
then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption (as set forth in Section 7
hereof), each outstanding Warrant (other than a Private Placement Warrant) to the extent then held by the Sponsor or its Permitted Transferees
in the event of a redemption not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights
in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty
(20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension
shall be identical in duration among all the Warrants.


 






    3


     


    

 


4.3 Exercise of Warrants.


 


4.3.1 Payment. Subject to the provisions of the Warrant and
this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust
department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate,
the Warrants to be exercised on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such
purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Ordinary Share as to which the Warrant
is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the
Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


(a) by certified check payable to the order of the Warrant Agent or
by wire transfer;


 


(b) in the event of a redemption pursuant to Section 7 hereof
in which the Board has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by
surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value,”
as defined in this subsection 4.3.1(b), by (y) the Fair Market Value. Solely for purposes of this subsection 4.3.1(b) and
Section 7.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10)
trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants,
pursuant to Section 7 hereof;


 


(c) with respect to any Private Placement Warrant, so long as such
Private Placement Warrant is held by the Sponsor or a Permitted Transferee, as applicable, by surrendering the Warrants for that number
of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value,” as defined in this subsection 4.3.1(c)
by (y) the Fair Market Value. Solely for purposes of this subsection 4.3.1(c), the “Fair Market Value”
shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the third trading day prior
to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 


(d) as provided in Section 8.4 hereof.


 


4.3.2 Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 4.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it
is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which
such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are
exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant
Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall
have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the
Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the
Company’s satisfying its obligations under Section 8.4. No Warrant shall be exercisable and the Company shall not be
obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have
been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of
residence of the Registered Holder of the Warrants, except pursuant to Section 8.4. In the event that the conditions in the
two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to
exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash
settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis”


pursuant to subsection 4.3.1(b) and Section 8.4. If,
by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the
number of Ordinary Shares to be issued to such holder.


 






    4


     


    

 


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


 


4.3.4 Date of Issuance. Each person in whose name any book-entry
position or certificate, as applicable, for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record
of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment
of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except
that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant
Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open.


 


4.3.5 Maximum Percentage. A holder of a Warrant may notify the
Company in writing in the event it elects to be subject to the provisions contained in this subsection 4.3.5; however, no
holder of a Warrant shall be subject to this subsection 4.3.5 unless he, she or it makes such election. If the election is made
by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to
exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates),
to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may
specify)(the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates
shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence
is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the
Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible
notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of
the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares
as reflected in (1) the Company’s most recent annual report on Form 20-F, current report on Form 6-K or other public filing with
the Securities and Exchange Commission (the “Commission”) as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For
any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm
orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a
Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified
in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice
is delivered to the Company.


 






    5


     


    

 


5. Adjustments.


 


5.1 Share Capitalizations.


 


5.1.1 Increase of Shares. If after the date hereof, and subject
to the provisions of Section 5.6 below, the number of outstanding Ordinary Shares is increased by a share capitalization payable
in Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization,
sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to
such increase in the outstanding Ordinary Shares. A rights offering made to all or substantially all holders of the Ordinary Shares entitling
holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed
a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such
rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for
Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the
Historical Fair Market Value. For purposes of this subsection 5.1.1, (i) if the rights offering is for securities convertible into
or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market
Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending
on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


5.1.2 Extraordinary Dividends. If the Company, at any time while
the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders
of Ordinary Shares on account of such Ordinary Shares (or other of the Company’s share capital into which the Warrants are convertible),
other than (a) as described in subsection 5.1.1 above, (b) Ordinary Cash Dividends (as defined below) or (c) to satisfy the redemption
rights of the holders of Ordinary Shares in connection with a shareholder vote to amend the Company’s articles of association with
respect to any material provisions relating to shareholders’ rights (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of
any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection
5.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a
per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the
365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events
referred to in other subsections of this Section 5 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50.


 


5.2 Aggregation of Shares. If after the date hereof, and subject
to the provisions of Section 5.6 hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination,
reverse stock split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding Ordinary Shares.


 


5.3 Adjustments in Warrant Price. Whenever the number of Ordinary
Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 5.1.1 or Section 5.2 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.


 






    6


     


    

 


5.4 Replacement of Securities upon Reorganization, etc. In case
of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 5.1.1 or 5.1.2
or Section 5.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation
of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary
Shares), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his,
her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however,
that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute
an amendment hereto with the Warrant Agent providing for delivery of such Alternative Issuance; provided, further, that
(i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or
other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the
Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount
received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii)
if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares under circumstances
in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or
associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such
group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or
any successor rule)) more than 50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder
if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all
of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from
and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this
Section 5; provided further that if less than 70% of the consideration receivable by the holders of the Ordinary Shares
in the applicable event is payable in the form of capital stock or shares in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the
consummation of such applicable event by the Company pursuant to a Current Report on Form 6-K filed with the Commission, the Warrant Price
shall be reduced by an amount (in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant Price in effect
prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount,


 


(1) Section 7 of this Agreement shall be taken into account,
(2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10)
trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be
the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the
announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period
equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to
holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases,
the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day
prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares
covered by subsection 5.1.1, then such adjustment shall be made pursuant to subsection 5.1.1 or Sections 5.2, 5.3
and this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 


5.5 Notices of Changes in Warrant. Upon every adjustment of
the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any,
in the number of Ordinary Shares purchasable at such price upon the exercise of a 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 Sections 5.1,
5.2, 5.3 or 5.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant,
at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 






    7


     


    

 


5.6 No Fractional Shares. Notwithstanding any provision contained
in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason
of any adjustment made pursuant to this Section 5, the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number
of Ordinary Shares to be issued to such holder.


 


5.7 Form of Warrant. The form of Warrant need not be changed
because of any adjustment pursuant to this Section 5, and Warrants issued after such adjustment may state the same Warrant Price
and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however,
that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and
that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for
an outstanding Warrant or otherwise, may be in the form as so changed.


 


5.8 Other Events. In case any event shall occur affecting the
Company as to which none of the provisions of preceding subsections of this Section 5 are strictly applicable, but which would
require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent
and purpose of this Section 5, then, in each such case, the Company shall appoint a firm of independent public accountants, investment
banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the
rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 5 and, if they determine that
an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.


 


6. Transfer and Exchange of Warrants.


 


6.1 Registration of Transfer. The Warrant Agent shall register
the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in
the case of a certificated Warrant, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant
shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant
Agent to the Company from time to time upon request.


 


6.2 Procedure for Surrender of Warrants. Warrants may be surrendered
to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate
or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole
and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository;
provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the
case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.


 


6.3 Fractional Warrants. The Warrant Agent shall not be required
to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position
for a fraction of a warrant.


 


6.4 Service Charges. No service charge shall be made for any
exchange or registration of transfer of Warrants.


 


6.5 Warrant Execution and Countersignature. The Warrant Agent
is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued
pursuant to the provisions of this Section 6, and the Company, whenever required by the Warrant Agent, shall supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such purpose.


 






    8


     


    

 


7. Redemption.


 


7.1 Redemption. Subject to Section 7.4 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to
their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section
7.2 below, at the price of $0.01 per Warrant (the “Redemption Price”), provided that the last sales price
of the Ordinary Shares reported has been at least $18.00 per share (subject to adjustment in compliance with Section 5 hereof),
on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which
notice of the redemption is given and provided that there is an effective registration statement covering the Ordinary Shares issuable
upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined
in Section 7.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant
to subsection 4.3.1; provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may
not exercise such redemption right if the issuance of Ordinary Shares upon exercise of the Public Warrants is not exempt from registration
or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


7.2 Date Fixed for, and Notice of, Redemption; Redemption Price;
Reference Value. In the event that the Company elects to redeem all of the Warrants, the Company shall fix a date for the redemption
(the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered
Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


7.3 Exercise After Notice of Redemption. The Warrants may be
exercised, for cash (or on a “cashless basis” in accordance with subsection 4.3.1(b) of this Agreement) at any time
after notice of redemption shall have been given by the Company pursuant to Section 7.2 hereof and prior to the Redemption Date.
In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to subsection 4.3.1, the notice of redemption shall contain the information necessary to calculate the number of Ordinary
Shares to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection
4.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.


 


7.4 Exclusion of Private Placement Warrants. The Company agrees
that the redemption rights provided in this Section 7 shall not apply to the Private Placement Warrants if at the time of the redemption
such Private Placement Warrants continue to be held by the Sponsor or any of its Permitted Transferees, as applicable. However, once such
Private Placement Warrants are transferred (other than to Permitted Transferees under Section 3.6), the Company may redeem the
Private Placement Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private
Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 7.4. Private Placement Warrants
that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall
become Public Warrants under this Agreement.


 


8. Other Provisions Relating to Rights of Holders of Warrants.


 


8.1 No Rights as Shareholder. A Warrant does not entitle the
Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends,
or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings
of shareholders or the election of directors of the Company or any other matter.


 


8.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant
is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may
in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute
contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.


 






    9


     


    

 


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


 


8.4 Registration of Ordinary Shares; Cashless Exercise at Company’s
Option.


 


8.4.1 Registration of the Ordinary Shares. On January 12, 2022,
the registration statement on Form F-4 (Commission File No. 333-258915) registering the Ordinary Shares issuable upon exercise of the
Warrants was declared effective by the Commission. The Company shall use its best efforts to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance with the provisions of this Agreement and to take such action as is necessary
to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where
holders of Warrants then reside, the Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available.
During any period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable
upon exercise of the Warrants, the holders of the Warrants shall have the right to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for
that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y)
the Fair Market Value. Solely for purposes of this subsection 8.4.1, “Fair Market Value” shall mean the volume weighted
average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that
notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date
that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion
of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants
on a cashless basis in accordance with this subsection 8.4.1 is not required to be registered under the Securities Act and (ii)
the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not
an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall
not be required to bear a restrictive legend. Except as provided in subsection 8.4.2, for the avoidance of any doubt, unless and
until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first two sentences of this subsection 8.4.1.


 


8.4.2 Cashless Exercise at Company’s Option. If the Ordinary
Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition
of “covered securities” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option,
(i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 8.4.1 and (ii) in
the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration,
under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to
the contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants
to exercise such Public Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale
the Ordinary Shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising
Public Warrant holder to the extent an exemption is not available.


 


9. Concerning the Warrant Agent and Other Matters.


 


9.1 Payment of Taxes. The Company shall 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 Ordinary
Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants
or such Ordinary Shares.


 






    10


     


    

 


9.2 Resignation, Consolidation, or Merger of Warrant Agent.


 


9.2.1 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 sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation
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 thirty (30) days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company
or by such court, shall be a corporation or other entity organized and existing under the laws of the State of New York, in good standing
and having its principal office in the United States of America, 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; but if for any reason it becomes necessary or appropriate, 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.


 


9.2.2 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.


 


9.2.3 Merger or Consolidation of Warrant Agent. Any entity into
which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation to
which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.


 


9.3 Fees and Expenses of Warrant Agent.


 


9.3.1 Remuneration. The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement,
reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties
hereunder.


 


9.3.2 Further Assurances. The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments,
and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


9.4 Liability of Warrant Agent.


 


9.4.1 Reliance on Company Statement. Whenever in the performance
of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless


 


other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer,
any Executive Vice President, any Vice President, or the Chairman of the Board of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


9.4.2 Indemnity. The Warrant Agent shall be liable hereunder
only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent
in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.


 






    11


     


    

 


9.4.3 Exclusions. The Warrant Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature
thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 5
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall,
when issued, be valid and fully paid and non-assessable.


 


9.5 Acceptance of Agency. The Warrant Agent hereby accepts the
agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things,
shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies
received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.


 


10. Miscellaneous Provisions.


 


10.1 Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.


 


10.2 Notices. Any notice, statement or demand authorized by
this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent),
as follows:


 


Alpha Tau Medical Ltd.


Kiryat HaMada St. 5


Jerusalem, Israel 9777605


 


	 	 	Attention:	 	
    Raphi Levy

    Rebecca Becker

	 	 	E-mail:	 	RaphiL@alphatau.com
	 	 	 	 	RebeccaB@alphatau.com


 


in each case, with copies to:


 


Latham & Watkins LLP


1271 Avenue of the Americas


New York, NY 10020


 


	 	 	Attention:	 	
    Nathan Ajiashvili

    Eyal Orgad

	 	 	E-mail:	 	Nathan.Ajiashvili@lw.com
	 	 	 	 	Eyal.Orgad@lw.com


 


Latham & Watkins LLP


99 Bishopsgate


London EC2M 3XF


United Kingdom


	 	 	 	 	 
	 	 	Attention:	 	
    Joshua Kiernan

    Michael J. Rosenberg

	 	 	E-mail:	 	
    joshua.kiernan@lw.com

    Michael.Rosenberg@lw.com



 


Meitar | Law Offices


16 Abba Hillel Silver Rd.


Ramat Gan 5250608, Israel


	 	 	 	 	 
	 	 	Attention:	 	Shachar Hadar
	 	 	E-mail:	 	shacharh@meitar.com


 






    12


     


    

 


Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice,
postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attention: Compliance Department


 


10.3 Applicable Law. The validity, interpretation, and performance
of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees
that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive . The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum.


 


10.4 Persons Having Rights under this Agreement. Nothing in
this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto and
the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto, and their successors and assigns and of the Registered Holders of the
Warrants.


 


10.5 Examination of the Warrant Agreement. A copy of this Agreement
shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for inspection by the Registered
Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant
Agent.


 


10.6 Counterparts. This Agreement may be executed in any number
of original or electronic copy 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.


 


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


 


10.8 Amendments. This Agreement may be amended by the parties
hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity or correcting any mistake, 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 deem shall not adversely affect the interest
of the Registered Holders, and (ii) to provide for the delivery of an Alternative Issuance pursuant to Section 5.4. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written
consent of the Registered Holders of a majority of the then outstanding Public Warrants. Any amendment solely to the Private Placement
Warrants shall require the vote or written consent of a majority of the holders of the then outstanding Private Placement Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 4.1 and
4.2, respectively, without the consent of the Registered Holders.


 


10.9 Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 




    13


     


    


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.


 


	 	ALPHA TAU MEDICAL LTD.
	 	 	 
	 	By:	
    /s/ Uzi Sofer

	 	 	Name: 	Uzi Sofer
	 	 	Title:	Chief Executive Officer
	 	 
	 	

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

	 	 	 
	 	By:	
    /s/ Douglas C. Reed

	 	 	Name: 	 Douglas C. Reed 
	 	 	Title: 	Vice President


 


	 	HEALTHCARE CAPITAL CORP.
	 	 	 
	 	By:	
    /s/ William Johns

	 	 	Name: 	William Johns
	 	 	Title:	Chief Executive Officer


 


[Signature Page to Warrant Agreement]