Warrant
To Purchase American Depositary Receipts


 


Warrant No.: _______________


Number of American Depositary Receipts:  _______________


Date of Issuance:  ____________
(“Issuance Date”)


 


XTL Biopharmaceuticals
Ltd., an Israeli company (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, _____________, the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then
in effect, pursuant to this Warrant to Purchase American Depositary Receipts (“ADRs”) (including any Warrants to Purchase
ADRs issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the
Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to ______________ ADRs (the
“Warrant ADRs”).  For purposes of clarification, each ADR represents twenty ordinary shares, par value
NIS 0.01 per share (the “Ordinary Shares”), of the Company.  Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 17.  This Warrant is one of a series of
similar warrants to purchase ADRs issued pursuant to (i) that certain Warrant Purchase Agreement (the “Warrant Purchase
Agreement”) dated as of ______________ (the “Subscription Date”), and (ii) the Company’s Registration
Statement on Form F-3 (File Number 333-194338) (the “Registration Statement”) .


 


1.  EXERCISE
OF WARRANT.


 


 (a)  Mechanics
of Exercise.  Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day
on or after the Issuance Date, in whole or in part, by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant.  Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the
Holder has purchased all of the Warrant ADRs available hereunder and the Warrant has been exercised in full, in which case, the
Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice
of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number
of Warrant ADRs available hereunder shall have the effect of lowering the outstanding number of Warrant ADRs purchasable hereunder
in an amount equal to the applicable number of Warrant ADRs purchased.  The Holder and the Company shall maintain records
showing the number of Warrant ADRs purchased and the date of such purchases.  The Holder and any assignee, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion
of the Warrant ADRs hereunder, the number of Warrant ADRs available for purchase hereunder at any given time may be less than the
amount stated on the face hereof.  On or before the first (1st) Business Day following the date on which the Company
has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise
Notice to the Holder and The Bank of New York Mellon, the Depositary (“Depositary”) for the ADRs.  On
or before the third (3rd) Business Day following the date on which the Company has received the Exercise Notice (the “Share
Delivery Date”), the Company shall (X) issue and deposit with the Depositary a number of Ordinary Shares that will
be represented by the number of Warrant ADRs to which the Holder is entitled in respect of that exercise, (Y) pay the fee of the
Depositary for the issuance of that number of ADRs and (Z) instruct the Depositary to execute and deliver to that Holder an American
Depositary Receipt (“ADR”) evidencing that number of Warrant ADRs.  No fractional ADRs are to be issued
upon the exercise of this Warrant.  If any fractional share of an ADR would, except for the provisions of the prior sentence,
be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Holder
an amount in cash equal to the Closing Sale Price on the Principal Market of such fractional ADR on the date of exercise.  The
Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant ADRs upon exercise
of this Warrant.


  


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


 




    	 



    	 



    

 


(c)   Payment
of Exercise Price.  The Company shall promptly, and in no case later than the Business Day immediately following
such receipt, confirm receipt of an Exercise Notice via facsimile to the number specified in such Exercise Notice.  Within
two (2) Trading Days of the date of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to
the applicable Exercise Price multiplied by the number of Warrant ADRs as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash or by wire transfer of immediately available funds.


 


(d)  Cashless
Exercise. Notwithstanding anything contained herein to the contrary, if at any time prior to the Expiration Date, the Registration
Statement covering the Warrant ADRs that are the subject of the Exercise Notice (the “Unavailable Warrant ADRs”),
or an exemption from registration, is not available for the resale of such Unavailable Warrant ADRs as of the
date the Company receives an Exercise Notice with respect to such Unavailable Warrant ADRs, the Holder may, in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company
upon such exercise in payment of the Aggregate Exercise Price pursuant to paragraph (d) above, elect instead to receive upon such
exercise the “Net Number” of ADRs determined according to the following formula (a “Cashless
Exercise”):


 


	 	X = Y [(A-B)/A]
	where:	 
	 	X = the Net Number of Warrant ADRs to be issued to the Holder.
	 	 
	 	Y = the number of Warrant ADRs with respect to which this Warrant is being exercised.
	 	 
	 	A = the Closing Sale Price of the ADRs on the Principal Market immediately prior to (but no including) the Exercise Date.
	 	 
	 	B = the Exercise Price.


 


For the avoidance of doubt, if the
Registration Statement is available at the time this Warrant is exercised, the Holder shall have no rights under this paragraph
(e) to cashless exercise and the Warrant shall only be exercisable for the Exercise Price payable in cash.


 


(e)      Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant ADRs, the Company
shall promptly issue to the Holder the number of Warrant ADRs that are not disputed.


 


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


 


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


 


(b)  Other
Events.  If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided
for by such provisions, then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and
the number of Warrant ADRs so as to protect the rights of the Holder; provided that no such adjustment pursuant
to this Section 2(b) will increase the Exercise Price or decrease the number of Warrant ADRs as otherwise determined pursuant to
this Section 2.


 




    	 



    	 



    

 


3.  RIGHTS
UPON DISTRIBUTION OF ASSETS.  If the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of Ordinary Shares or ADRs, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, stock split, spin off,
subdivision, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case:


 


(a)  any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of
Ordinary Shares entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date,
to a price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Closing Bid Price
of the Ordinary Shares or ADRs, as applicable, on the Trading Day immediately preceding such record date minus the value of the
Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one Ordinary Share or ADR, as
applicable, and (ii) the denominator shall be the Closing Bid Price of the Ordinary Shares or ADRs, as applicable on the Trading
Day immediately preceding such record date; and


 


(b)  the
number of Warrant ADRs shall be increased or decreased to a number equal to the number of ADRs obtainable immediately prior to
the close of business on the record date fixed for the determination of holders of Ordinary Shares or ADRs, as applicable, entitled
to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding paragraph (a); provided that
in the event that the Distribution is of shares of common stock (“Other Shares of Common Stock”) of a company
whose common shares are traded on a national securities exchange or a national automated quotation system, then the Holder may
elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an adjustment in the number of Warrant ADRs, the
terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares
of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised
this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which
the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding
paragraph (a) and the number of Warrant ADRs calculated in accordance with the first part of this paragraph (b).


 


4.  PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)   Purchase
Rights.  In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or
sells any rights to purchase stock, warrants, securities or other property pro rata to the record holders of Ordinary Shares or
ADRs (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary
Shares or ADRs acquirable upon complete exercise of this Warrant (without regard to any limitations on the exercise of this Warrant)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of Ordinary Shares or ADRs are to be determined for the grant, issue or
sale of such Purchase Rights.


 


(b)  In
connection with any Fundamental Transaction, the Company shall make appropriate provision so that this Warrant shall thereafter
be exercisable for shares of the Successor Entity based upon the conversion ratio or other consideration payable in the Fundamental
Transaction. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and shall
be applied without regard to any limitations on the exercise of this Warrant.


 


In the event that
any person becomes a Parent Entity of the Company, such person shall assume all of the obligations of the Company under this Warrant
with the same effect as if such person had been named as the Company herein.


 




    	 



    	 



    

 


5.  NONCIRCUMVENTION.  The
Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights
of the Holder.  Without limiting the generality of the foregoing, the Company (i) shall not increase the par value
of any Ordinary Shares underlying the ADRs receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable ADRs upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, take
all action necessary to reserve and keep available out of its authorized and unissued Ordinary Shares, solely for the purpose of
effecting the exercise of this Warrant, 100% of the number of Ordinary Shares issuable upon exercise of this Warrant then outstanding
(without regard to any limitations on exercise).


 


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


 


7.  REISSUANCE
OF WARRANTS.


 


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


 


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


 


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


 


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


 




    	 



    	 



    

 


8.  NOTICES.  Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with
the notice provisions of that certain Warrant Purchase Agreement.  The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason
therefore.


 


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


 


10. GOVERNING
LAW.  This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.


 


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


 


12. REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this Warrant shall be cumulative and
in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure
by the Company to comply with the terms of this Warrant.


 


13. TRANSFER.  This
Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 


14. WARRANT
AGENT.  The Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder,
the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any
corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or stockholder services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 


15. RESTRICTIONS.  The
Holder acknowledges that the Warrant ADRs acquired upon the exercise of this Warrant, if not registered, and if not acquired by
cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


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


 


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


 


(a)“Bloomberg”
means Bloomberg Financial Markets.


  


(b)  “Business
Day” means any day on which both the Principal Market and the Tel Aviv Stock Exchange are open for trading during their
full customary business hours.


 




    	 



    	 



    

 


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


 


(d)  “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc. or the NYSE MKT.


 


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


 


(f)  “Fundamental
Transaction” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii)
allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding
Ordinary Shares (not including any Ordinary Shares held by the Person or Persons making or party to, or associated or affiliated
with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another Person whereby such other Person acquires more than the 50% of the outstanding Ordinary Shares (not including any
Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock purchase agreement or other business combination), (v) reorganize, recapitalize or reclassify its
Ordinary Shares, or (vi) any “person” or “group” (as these terms are used for purposes of Sections 13(d)
and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares.


 


(g)  “Ordinary
Shares” means (i) the Company’s Ordinary Shares, par value NIS 0.01 per share, and (ii) any share capital
into which such Ordinary Shares shall have been changed or any share capital resulting from a reclassification of such Ordinary
Shares.


 


(h)  “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


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


  


(j)  “Principal
Market” means The Nasdaq Capital Market.


 


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


 




    	 



    	 



    

 


(l)  “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(m)  “Trading
Day” means any day on which the ADRs are traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the ADRs, then on the principal securities exchange or securities market on which the ADRs are then traded;
provided that “Trading Day” shall not include any day on which the ADRs are scheduled to trade on such exchange or
market for less than 4.5 hours or any day that the ADRs are 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., New York time).


 


[Signature Page
Follows]


 


 




    	 



    	 



    

  


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


 


	 	XTL BIOPHARMACEUTICALS, LTD.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 



    	 



    

  


EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED
BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT TO PURCHASE
AMERICAN DEPOSITARY RECEIPTS


 


XTL BIOPHARMACEUTICALS,
LTD.


 


The undersigned holder hereby exercises
the right to purchase _________________ American Depositary Receipts (“Warrant ADRs”) of XTL Biopharmaceuticals,
Ltd., an Israeli company (the “Company”), evidenced by the attached Warrant to American Depositary Receipts
(the “Warrant”).  Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1.  Form of Exercise Price.  The
Holder’s payment of the Exercise Price shall be made as:


 


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


 


	 	____________	a “Cashless Exercise” with respect to _______________ Warrant ADRs (only if permitted pursuant to Section 1(e) of the Warrant).


 


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


 


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


 


4.  Confirmation.  Please
send confirmation of receipt of this Exercise Notice to the following facsimile number: ______________________.


 


Date: _______________ __, ______


 


Name of Registered Holder


 


	By:	 
	Name:	 
	Title:	 


 




    	 



    	 



    

  


ACKNOWLEDGMENT


 


The Company hereby acknowledges this
Exercise Notice and hereby directs The Bank of New York Mellon to issue the above indicated number of American Depositary Receipts
in accordance with the Depositary Instructions dated _____, 2014 from the Company and acknowledged and agreed to by The Bank of
New York Mellon Trust Company.


 


XTL BIOPHARMACEUTICALS, LTD.


 


	By:	    	 
	Name:		 
	Title: