Exhibit 4.2


 


Form of Placement Agent Warrant 

Maris Tech Ltd.

Agent Warrant 

97,962 Ordinary Shares


 


THIS WARRANT is issued on March 24,
2021 (the “Warrant Issue Date”) to L.I.A Pure Capital (“Agent”) by Maris Tech Ltd., a private
company registered under the laws of Israel (“Company”), pursuant to the terms of that certain share purchase agreement,
dated March 24, 2021, by and between the Company, the Agent and third parties (“SPA”).


 


THIS CERTIFIES THAT, the Agent 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 97,962 ( Ninety seven thousand nine hundred and sixty two ) Ordinary Shares,
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 Agent may only be in accordance
with and subject to the terms, conditions and other provisions of this Warrant and any applicable law. The term “Agent”,
as used herein, shall include the original Agent 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 SPA.


 


		1.	Exercise Price: The Exercise Price shall be US$ 0.765601.



 


		2.	Exercise Period: The Exercise Period shall be as follows: (i) the date an IPO is consummated by
the Company (ii) if no IPO is consummated by the Company during a period of 5 year following the date of this Warrant – this Warrant
shall expire at the close of business on 24 March, 2026.



 


		3.	This Warrant may be exercised at any time during the Exercise Period, in whole or in part, on one or more
occasions, by surrender of this Warrant to the Company along with a fully executed notice of the Agent’s election to purchase (in
the form attached in Exhibit A hereto (“Warrant Exercise Notice”)) and 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”).



 


		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 Agent shall be deemed the record owner of the Shares being purchased and the Company
shall register the Agent as the holder of the shares issued under the Warrant Exercise Notice (and to the extent applicable, shall issue
and deliver to the Agent an updated shareholders register of the Company, evidencing the issuance of such Shares). If this Warrant is
exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver to Agent a new warrant
evidencing the right of the Agent 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 Agent.



 


		6.	This Warrant does not entitle the Agent 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 Agent to purchase up to 97,962 ( Ninety seven thousand nine hundred and sixty two ) 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.



 


		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.



 


		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 Agent 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 Agent 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 Agent 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 Agent 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 Agent 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 in Section 10.8 to the SPA



 




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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 Agent 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: _________________________
	Agent:	 
	 	 
	 	Signature



 


 


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