Exhibit 4.3


 


Form of Advisor
Warrant


 




Maris Tech Ltd.


 




Warrant to Purchase


 




________ Ordinary Shares


 


THIS WARRANT is issued on _____________
(the “Warrant Issue Date”) to ________________ (“Holder”) by Maris Tech Ltd., a private company
registered under the laws of Israel (“Company”), pursuant to the terms of that certain services agreement, dated April
21, 2021, by and between the Company, the Holder and third parties (“SA”).


 


 


THIS CERTIFIES THAT, the Holder is entitled, upon
the terms and subject to the conditions hereinafter set forth, at any time during the exercise period defined in clause 2 below (“Exercise
Period”), to purchase from the Company, up to _____________ (____________________) Ordinary Shares, par no nominal value,
of the Company (“Shares”, and such right to subscribe for and purchase the Shares – “Warrant”).
The Warrant shall be exercisable at an exercise price per Share as detailed in clause ‎1
below (“Exercise Price”). Transfer, assignment or hypothecation of this Warrant by the Holder may only be in accordance
with and subject to the terms, conditions and other provisions of this Warrant and any applicable law. The term “Holder”,
as used herein, shall include the original Holder and only such persons to whom this Warrant is transferred in strict conformity with
the terms and conditions set forth or incorporated by reference herein. Capitalized terms used but not otherwise defined herein shall
have the meaning ascribed thereto in the SA.


 


		1.	Exercise Price: Holder will be entitled to _________ shares, during exercise period, against payment
to Company of the exercise price of US $ 0.0001 per share or through cashless exercise, only as of the date of completion of a listing
of Company's shares (knock in warrants) on the Nasdaq Stock Exchange or Tel Aviv Stock Exchange.



 


		2.	Exercise Period: This Warrant is fully vested and effective as of (knock in warrants) the date
of a listing of Company's shares on the Nasdaq Stock Exchange or Tel Aviv Stock Exchange ("Exercise Date") and shall
be exercisable for 5 years from the date of their allotment.



 


		3.	This Warrant may be exercised at any time during its term by notice to the Company (“Warrant
Exercise Notice”) along with a transfer to the order of the Company of an amount equal to the Exercise Price multiplied by the
number of Shares covered by such exercise (“Shares Purchase Price”).



 






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		4.	Exercise of this Warrant shall be deemed to have been effected as of the close of the business day on
which the Company has received the last of: (i) this Warrant, (ii) a duly executed Warrant Exercise Notice; and (iii) the Shares Purchase
Price, and following same the Holder shall be deemed the record owner of the Shares being purchased and the Company shall register the
Holder as the holder of the shares issued under the Warrant Exercise Notice (and to the extent applicable, shall issue and deliver to
the Holder an updated shareholders register of the Company, evidencing the issuance of such Shares and will also report the exercise shares
to the Transfer Agent, to the Stock Exchange and all in accordance with the law). If this Warrant is exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver to Holder a new warrant evidencing the right of the Holder
to purchase the remaining number of Shares still subject to purchase hereunder after giving effect to such partial exercise.



 


		5.	No fractional Shares shall be issued upon the exercise of the Warrant. With respect to any fraction of
a Share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each
Share may be purchased hereunder shall be paid in cash to the Holder.



 


		6.	This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof.



 


		7.	Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and
upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant,
if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.



 


		8.	The number and class of securities purchasable initially upon the exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:



 


		8.1	If the Company, at any time while this Warrant, or any portion hereof, remains outstanding and unexpired
by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist
into the same or a different number or securities or any other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities and property as would have been issuable or receivable as the result of such change with respect
to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change
and the Exercise Price therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section. For the
avoidance of any doubt, if in course of the IPO the Company's reclassifies its share capital to include ordinary shares only and all Series
A Preferred Shares of the Company are reclassified into ordinary shares at 1:1 ratio, than this Warrant shall represent the right of Holder
to purchase up to ____________ ordinary shares of the Company, at the Exercise Price per share.



 






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		8.2	If the Company at any time while this Warrant, or any portion hereof, remains outstanding and unexpired
shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities
of the same class, the Exercise Price for such securities shall be proportionately decreased in the case of a split or subdivision (and
the number of Ordinary Shares issuable upon exercise of this Warrant immediately before such split or subdivision shall be proportionately
increased) or proportionately increased in the case of combination (and the number of Ordinary Shares issuable upon exercise of this Warrant
immediately before such combination shall be proportionately decreased), in both cases by the ratio which the total number of such securities
to be outstanding immediately after such event bears to the total number of such securities outstanding immediately prior to such event.
The number of warrants will be adjusted proportionally in order to proportionally preserve the number of shares to which Holder is entitled
for the warrants and the exercise price will not change, in any case of change in Company's issued share capital due to dividend in shares
(benefit shares), split, consolidation or exchange of shares or change in the capital structure of Company (except in the case of issuance
of shares to third parties against consideration for cash).



 


		8.3	Adjustment for Certain Dividends and Distributions. In the event the Company, at any time or from time
to time, makes or fixes a record date for the determination of holders of ordinary shares entitled to receive a dividend or other distribution,
payable only in additional shares of the Company, then and in each such event the number of Shares issuable upon exercise of this Warrant
shall be increased as of the time of such issuance or, in the event such a record date is fixed, as of the close of business on such record
date, by multiplying the number of Shares issuable upon exercise of this Warrant by a fraction: (i) the numerator of which shall be the
total number of ordinary shares of the Company issued and outstanding immediately prior to the time of such issuance or the close of business
on such record date plus the number of shares issuable in payment of such dividend or distribution, and (ii) the denominator of which
is the total number of ordinary shares of the Company issued and outstanding immediately prior to the time of such issuance or the close
of business on such record date; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution
is not fully made on the date fixed thereof, the number Shares issuable upon exercise of this Warrant shall be recomputed accordingly
as of the close of business on such record date and thereafter the number of Shares issuable upon exercise of this Warrant shall be adjusted
pursuant to this Section ‎8.3 as of the time of actual payment of
such dividends or distributions.



 






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		8.4	Adjustments for Other Dividends and Distributions. In the event the Company, at any time or from time
to time, makes or fixes a record date for the determination of holders of ordinary shares entitled to receive a dividend or other distribution
payable in securities of the Company other than shares, then in each such event provision shall be made so that the Holder shall receive
upon exercise of this Warrant, in addition to the number of Shares receivable thereupon, the amount of securities of the Company that
the Holder would have received had this Warrant been exercised for Shares immediately prior to such event (or the record date for such
event) and had the Holder thereafter, during the period from the date of such event to and including the date of exercise, retained such
securities receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this
Section.



 


		9.	The Company represents and warrants to Holder as follows: (i) This Warrant has been duly authorized and
executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms; (ii) the Shares
are duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued,
fully paid and non-assessable and not subject to any preemptive rights or other rights of third parties; (iii) in course of the IPO, the
Company will register for trade with the relevant stock exchange the Shares issuable upon exercise of this Warrant to permit the disposition
of the Shares.



 


		10.	This Warrant and any provisions hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of the same is sought and in compliance with the provisions of any applicable
law. This Warrant shall be binding upon any successors or assigns of the Company.



 


		11.	Prior to the IPO, this Warrant may be assigned or transferred by the Holder only with the prior written
approval of the Company. Following the IPO, no Company's approval will be required for assignment or transfer of this Warrant.



 


		12.	This Warrant will be governed by and construed exclusively according to the laws of the State of Israel,
without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved
exclusively in the competent court in the District of Tel Aviv and each of the parties hereby irrevocably submits to the exclusive jurisdiction
of such court.



 


		13.	All notices and other communications given or made pursuant to this Warrant shall be in writing and shall
be given and deemed delivered as provided the SA



 






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IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its officers thereunto duly authorized.


 


Dated:


 


		MARIS TECH LTD
	 	 
	 	
	 	(Signature)
	 	 
	 	
	 	(Print Name)
	 	 
	 	
	 	(Title)
	 	 
	 	ACCEPTED AND AGREED:
	 	 
	 	 
	 	(Signature)
	 	
	 	 



 




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EXHIBIT A


 


ELECTION TO PURCHASE


 


The undersigned Holder hereby irrevocably
elects to exercise [FILL IN NUMBER OF SHARES] ____________ Ordinary Shares of Maris Tech Ltd. pursuant to the terms of the attached Warrant.
The undersigned requests that certificates for such shares be issued in his name and delivered to him at the following address:


 


____________________


 


____________________


 


____________________


 


or if applicable: The undersigned requests that
the Shares be issued in his name and deposited with the following bank account:


 


____________________


 


____________________


 


____________________


 


	 	Date:	 
	 	 
	Holder:	
	 	 
	 	 
	 	Signature



 





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SCHEDULE TO EXHIBIT 4.3


 


	
     

    Warrant Holder
	 	Date of Issuance	 	 	Ordinary

Shares Issuable

upon Exercise1  	 
	Advisors as set forth below:	 	 	April 21, 2021	 	 	 	Total of 180,409	 
	A. Klainer Finances Ltd.	 	 	 	 	 	 	90,204.5	 
	Alla Felder Ltd.	 	 	 	 	 	 	90,204.5	 


 


	1	Numbers have been revised to give effect to the one-for-four reverse split by Maris-Tech Ltd. implemented on August 25, 2021.


 


 


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