Exhibit
4.7





 





 



 


NEUROSENSE
THERAPEUTICS LTD.


 


and


 


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC, as


Warrant
Agent


 


 





 



 


Warrant
Agency Agreement


 


Dated
as of ____, 2021


 






     


     


    

 





WARRANT
AGENCY AGREEMENT


 


WARRANT
AGENCY AGREEMENT, dated as of ___, 2021 (“Agreement”), between NeuroSense Therapeutics Ltd., a corporation organized
under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited
liability trust company (the “Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering by the Company of ___ Units (the “Offering”), with each Unit consisting of one ordinary
share of the Company, no par value per share (the “Ordinary Shares”) and one warrant (the “Warrants”)
to purchase one Ordinary Share (the “Warrant Shares”) at a price of $___ per share (or [__]% of the price per Unit
sold in the Offering); and


 


WHEREAS,
the Company granted an over-allotment option to purchase up to __ additional Ordinary Shares and/or __ additional Warrants (the “Over-Allotment
Option”) to the Underwriters; and


 


WHEREAS,
upon the terms and subject to the conditions hereinafter set forth and pursuant to an effective registration statement on Form F-1, as
amended (File No. 333-260338) (the “Registration Statement”), and the terms and conditions of the Warrant Certificate,
the Company wishes to issue the Warrants in book entry form entitling the respective holders of the Warrants (the “Holders,”
which term shall include a Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants
are held in “street name,” a Participant (as defined below) or a designee appointed by such Participant); and


 


WHEREAS,
the Ordinary Shares and Warrants to be issued in connection with the Offering shall be immediately separable and will be issued separately,
but will be purchased together in the Offering; and


 


WHEREAS,
the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with
the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as
the Company’s transfer agent, the delivery of the Warrant Shares (as defined below).


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section
1. Certain Definitions. For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby
indicated:


 


(a)
“Affiliate” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).


 


(b)
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United
States or any day on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


(c)
“Close of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however,
that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(d)
“Person” means an individual, corporation, association, partnership, limited liability company, joint venture, trust,
unincorporated organization, government or political subdivision thereof or governmental agency or other entity.


 




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(e)
“Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing
such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement
shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below).


 


All
other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section
2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with
the terms and conditions hereof, and the Warrant Agent hereby accepts such appointment.


 


Section
3. Global Warrants.


 


(a)
The Warrants shall be registered securities and shall be evidenced by a global warrant (the “Global Warrants”), in
the form of the Warrant Certificate, which shall be deposited with the Warrant Agent and registered in the name of Cede & Co., a
nominee of The Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary. Ownership
of beneficial interests in the 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 Global Warrant or (ii) institutions that have accounts with the Depositary (such institution,
with respect to a Warrant in its account, a “Participant”).


 


(b)
If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the
Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no
longer necessary to have the 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 Global Warrant, and the Company shall instruct the Warrant Agent to deliver to
each Holder a Warrant Certificate.


 


(c)
A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Company and the Warrant Agent for the exchange of some or all
of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit 1 (such separate certificate,
a “Definitive Certificate”) evidencing the same number of Warrants, which request shall be in the form attached hereto
as Exhibit 2 (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request
Notice by the Holder, the “Warrant Certificate Request Notice Date” and the surrender by the Holder to the Warrant
Agent of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”),
the Company and the Warrant Agent shall promptly effect the Warrant Exchange and the Company shall promptly issue and deliver to the
Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive
Certificate shall be dated the original issue date of the Warrants, shall be executed manually or via facsimile by an authorized signatory
of the Company, shall be in the form attached hereto as Exhibit 1 and shall be reasonably acceptable in all respects to such Holder.
In connection with a Warrant Exchange, the Company agrees to deliver the Definitive Certificate to the Holder within ten (10) Business
Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant
Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Definitive Certificate subject
to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as
liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP
(as defined in the Warrants) of the Ordinary Shares on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business
Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant
Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant
Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to
the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions
of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c), 3(d) and 9 herein, shall
not apply to the Warrants evidenced by the Definitive Certificate. Notwithstanding anything herein to the contrary, the Company shall
act as warrant agent with respect to any Definitive Certificate requested and issued pursuant to this section. Notwithstanding anything
to the contrary contained in this Agreement, in the event of inconsistency between any provision in this Agreement and any provision
in a Definitive Certificate, as it may from time to time be amended, the terms of such Definitive Certificate shall control.


 




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(d)
A Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from time to
time a Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below). Upon written notice
by a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive Certificate for
a beneficial interest in Global Warrants held in book-entry form through the Depositary evidencing the same number of Warrants, which
request shall be in the form attached hereto as Exhibit 3 (a “Global Warrants Request Notice” and the date
of delivery of such Global Warrants Request Notice by the Holder, the “Global Warrants Request Notice Date” and the
surrender upon delivery by the Holder of the Warrants evidenced by Definitive Certificates for the same number of Warrants evidenced
by a beneficial interest in Global Warrants held in book-entry form through the Depositary, a “Global Warrants Exchange”),
the Company shall promptly effect the Global Warrants Exchange and shall promptly direct the Warrant Agent to issue and deliver to the
Holder Global Warrants for such number of Warrants in the Global Warrants Request Notice, which beneficial interest in such Global Warrants
shall be delivered by the Depositary’s Deposit or Withdrawal at Custodian system to the Holder pursuant to the instructions in
the Global Warrants Request Notice. In connection with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver
the beneficial interest in such Global Warrants to the Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant
to the delivery instructions in the Global Warrant Request Notice (“Global Warrants Delivery Date”). If the Company
fails for any reason to deliver to the Holder Global Warrants subject to the Global Warrants Request Notice by the Global Warrants Delivery
Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced
by such Global Warrants (based on the VWAP (as defined in the Warrants) of the Ordinary Shares on the Global Warrants Request Notice
Date), $10 per Business Day for each Business Day after such Global Warrants Delivery Date until such Global Warrants are delivered or,
prior to delivery of such Global Warrants, the Holder rescinds such Global Warrants Exchange. The Company covenants and agrees that,
upon the date of delivery of the Global Warrants Request Notice, the Holder shall be deemed to be the beneficial holder of such Global
Warrants.


 


Section
4. Form of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Ordinary Shares (“Notice
of Exercise”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.


 


Section
5. Countersignature and Registration. The Global Warrant shall be executed on behalf of the Company by its Chief Executive Officer,
Chief Financial Officer or Vice President, by facsimile signature. The Global Warrant shall be countersigned by the Warrant Agent by
facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have
signed any of the Global Warrant shall cease to be such officer of the Company before countersignature by the Warrant Agent and issuance
and delivery by the Company, such Global Warrant, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with
the same force and effect as though the person who signed such Global Warrant had not ceased to be such officer of the Company; and any
Global Warrant may be signed on behalf of the Company by any person who, at the actual date of the execution of such Global Warrant,
shall be a proper officer of the Company to sign such Global Warrant, although at the date of the execution of this Warrant Agreement
any such person was not such an officer.


 


The
Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and
transfer of the Global Warrants issued hereunder. Such books shall show the names and addresses of the respective Holders of the Global
Warrant, the number of warrants evidenced on the face of each of such Global Warrant and the date of each of such Global Warrant. The
Warrant Agent will create a special account for the issuance of Global Warrants. The Warrant Agent will keep or cause to be kept at one
of its offices, books for the registration and transfer of any Definitive Certificates issued hereunder. Such books shall show the names
and addresses of the respective Holders of the Definitive Certificates, the number of warrants evidenced on the face of each such Definitive
Certificate and the date of each such Definitive Certificate.


 




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Section
6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.
With respect to the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph
of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company may give
to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination
Date (as such term is defined in the Warrant Certificate), any Global Warrant or Global Warrants may be transferred, split up, combined
or exchanged for another Global Warrant or Global Warrants, entitling the Holder to purchase a like number of Ordinary Shares as the
Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine
or exchange any Global Warrant shall make such request in writing delivered to the Warrant Agent, and shall surrender the Global Warrant
to be transferred, split up, combined or exchanged at the principal office of the Warrant Agent. Any requested transfer of Warrants,
whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority of the party making such request
that may be required by the Warrant Agent. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of
Section 6, countersign and deliver to the Person entitled thereto a Global Warrant or Global Warrants, as the case may be, as so requested.
The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer, split up, combination or exchange of Global Warrants. The Company shall compensate the Warrant Agent per the fee schedule
mutually agreed upon by the parties hereto and provided separately on the date hereof.


 


Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate,
which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining,
and, in case of loss, theft or destruction, of indemnity in customary form and amount (but, with respect to any Definitive Certificates,
shall not include the posting of any bond by the Holder), and satisfaction of any other reasonable requirements established by Section
8-405 of the Uniform Commercial Code as in effect in the State of Delaware, and reimbursement to the Company and the Warrant Agent of
all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated,
the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of
the Warrant Certificate so lost, stolen, destroyed or mutilated.


 


Section
7. Exercise of Warrants; Exercise Price; Termination Date.


 


(a)
The Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate
and become void as set forth in the Warrant Certificate. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant
may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise
and payment of the Exercise Price, which may be made, at the option of the Holder, by wire transfer or by certified or official bank
check in United States dollars, to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents
as may be designated by the Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver
the executed Notice of Exercise and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this
Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the
Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary
(or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect
exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank
accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the
Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held
in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No
ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of
any Notice of Exercise be required. The Company hereby acknowledges and agrees that, with respect to a holder whose interest in a Global
Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing
corporation performing similar functions), upon delivery of irrevocable instructions to such holder’s Participant to exercise such
warrants, that solely for purposes of Regulation SHO that such holder shall be deemed to have exercised such warrants.


 




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(b)
Upon receipt of a Notice of Exercise for a Cashless Exercise, at a time when Cashless Exercise is available under the Warrants, the Company
will promptly calculate and transmit to the Warrant Agent the number of Warrant Shares issuable in connection with such Cashless Exercise
and deliver a copy of the Notice of Exercise to the Warrant Agent, which shall issue such number of Warrant Shares in connection with
such Cashless Exercise.


 


(c)
Upon the exercise of the Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall cause
the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant
Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share
Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted
by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system.
For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv)
of the Warrant Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything
else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the
Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s
Warrant as set forth in Section 7(a) hereof by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver such
Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall
be deemed extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.


 


(d)
The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company
maintained with the Warrant Agent (or to such other account as directed by the Company in writing) and shall advise the Company via email
at the end of each day on which notices of exercise are received or funds for the exercise of any Warrant are received of the amount
so deposited to its account.


 


Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for
cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificate shall
be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the
Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates
to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall deliver
a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant Agent to
retain such canceled certificates.


 


Section
9. Certain Representations; Reservation and Availability of Ordinary Shares or Cash.


 


(a)
This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery
hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof
by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid
and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits
hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 




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(b)
As of the date hereof, the authorized share capital of the Company consists of (i) _______ Ordinary Shares, of which approximately ____
Ordinary Shares are issued and outstanding as of ______, 2021, and (ii) ________ Ordinary Shares are reserved for issuance upon exercise
of the Warrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or
other rights to subscribe for or purchase from the Company any class of shares of the Company.


 


(c)
The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Ordinary Shares
or its authorized and issued Ordinary Shares held in its treasury, free from preemptive rights, the number of Ordinary Shares that will
be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d)
The Warrant Agent will create a special account for the issuance of Ordinary Shares upon the exercise of Warrants.


 


(e)
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Ordinary
Shares upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be
payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates
for Ordinary Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or
to issue or deliver any certificate for Ordinary Shares upon the exercise of any Warrants until any such tax or governmental charge shall
have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender)
or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.


 


Section
10. Ordinary Shares Record Date. Each Person in whose name any certificate for Ordinary Shares is issued (or to whose broker’s
account is credited Ordinary Shares through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record for the Ordinary Shares represented thereby on, and such certificate shall be dated, the date on which submission
of the Notice of Exercise was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only if required
herein) and payment of the Exercise Price (and any applicable transfer taxes) is received on or prior to the Warrant Share Delivery Date;
provided, however, that if the date of submission of the Notice of Exercise is a date upon which the Ordinary Shares transfer
books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate
shall be dated, the next succeeding day on which the Ordinary Shares transfer books of the Company are open.


 


Section
11. Adjustment of Exercise Price, Number of Ordinary Shares or Number of the Company Warrants. The Exercise Price, the number
of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section
3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate,
the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of the Company other than Ordinary Shares,
thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the
Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the Ordinary Shares shall apply on
like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise
Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of Ordinary
Shares purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 




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Section
12. Certification of Adjusted Exercise Price or Number of Ordinary Shares. Whenever the Exercise Price or the number of Ordinary
Shares issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare
a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Ordinary Shares a copy of such certificate
and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.


 


Section
13. Fractional Ordinary Shares.


 


(a)
The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any
fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding
of such fraction to the nearest whole Warrant (rounded down).


 


(b)
The Company shall not issue fractions of Ordinary Shares upon exercise of Warrants or distribute share certificates which evidence fractional
Ordinary Shares. Whenever any fraction of a Ordinary Shares would otherwise be required to be issued or distributed, the actual issuance
or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section
14. Conditions of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms
and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders
from time to time of the Warrant Certificates shall be subject:


 


		(a)	Compensation
                                            and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation
                                            detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to
                                            reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel
                                            fees) incurred without gross negligence or willful misconduct finally adjudicated to have
                                            been directly caused by the Warrant Agent in connection with the services rendered hereunder
                                            by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to
                                            hold it harmless against, any loss, liability or expense incurred without gross negligence,
                                            or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been
                                            directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of
                                            defending against any claim of such liability. The Warrant Agent shall be under no obligation
                                            to institute or defend any action, suit, or legal proceeding in connection herewith or to
                                            take any other action likely to involve the Warrant Agent in expense, unless first indemnified
                                            to the Warrant Agent’s reasonable satisfaction. The indemnities provided by this paragraph
                                            shall survive the resignation or discharge of the Warrant Agent or the termination of this
                                            Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall
                                            the Warrant Agent be liable under or in connection with the Agreement for indirect, special,
                                            incidental, punitive or consequential losses or damages of any kind whatsoever, including
                                            but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has
                                            been advised of the possibility thereof and regardless of the form of action in which such
                                            damages are sought, and the Warrant Agent’s aggregate liability to the Company, or
                                            any of the Company’s representatives or agents, under this Section 14(a) or under any
                                            other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly
                                            limited to, and shall not exceed in any circumstances, one (1) year’s fees received
                                            by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable
                                            expenses previously reimbursed to the Warrant Agent by the Company hereunder.



 


		(b)	Agent
                                            for the Company. In acting under this Warrant Agreement and in connection with the Warrant
                                            Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume
                                            any obligations or relationship of agency or trust for or with any of the Holders of Warrant
                                            Certificates or beneficial owners of Warrants.



 


		(c)	Counsel.
                                            The Warrant Agent may consult with counsel satisfactory to it, which may include counsel
                                            for the Company, and the written advice of such counsel shall be full and complete authorization
                                            and protection in respect of any action taken, suffered or omitted by it hereunder in good
                                            faith and in accordance with the advice of such counsel.



 




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		(d)	Documents.
                                            The Warrant Agent shall be protected and shall incur no liability for or in respect of any
                                            action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction,
                                            consent, certificate, affidavit, statement or other paper or document reasonably believed
                                            by it to be genuine and to have been presented or signed by the proper parties.



 


		(e)	Certain
                                            Transactions. The Warrant Agent, and its officers, directors and employees, may become
                                            the owner of, or acquire any interest in, Warrants, with the same rights that it or they
                                            would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable
                                            law, it or they may engage or be interested in any financial or other transaction with the
                                            Company and may act on, or as depositary, trustee or agent for, any committee or body of
                                            Holders of Warrant Securities or other obligations of the Company as freely as if it were
                                            not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent
                                            the Warrant Agent from acting as trustee under any indenture to which the Company is a party.



 


		(f)	No
                                            Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall
                                            have no liability for interest on any monies at any time received by it pursuant to any of
                                            the provisions of this Agreement or of the Warrant Certificates.



 


		(g)	No
                                            Liability for Invalidity. The Warrant Agent shall have no liability with respect to any
                                            invalidity of this Agreement or the Warrant Certificates (except as to the Warrant Agent’s
                                            countersignature thereon).



 


		(h)	No
                                            Responsibility for Representations. The Warrant Agent shall not be responsible for any
                                            of the recitals or representations herein or in the Warrant Certificate (except as to the
                                            Warrant Agent’s countersignature thereon), all of which are made solely by the Company.



 


		(i)	No
                                            Implied Obligations. The Warrant Agent shall be obligated to perform only such duties
                                            as are herein and in the Warrant Certificates specifically set forth and no implied duties
                                            or obligations shall be read into this Agreement or the Warrant Certificates against the
                                            Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder
                                            which may tend to involve it in any expense or liability, the payment of which within a reasonable
                                            time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable
                                            or under any duty or responsibility for the use by the Company of any of the Warrant Certificates
                                            authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement
                                            or for the application by the Company of the proceeds of the Warrant Certificate. The Warrant
                                            Agent shall have no duty or responsibility in case of any default by the Company in the performance
                                            of its covenants or agreements contained herein or in the Warrant Certificates or in the
                                            case of the receipt of any written demand from a Holder of a Warrant Certificate with respect
                                            to such default, including, without limiting the generality of the foregoing, any duty or
                                            responsibility to initiate or attempt to initiate any proceedings at law.



 


Section
15. Purchase or Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor
Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which
the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the
Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible
for appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor Warrant Agent shall
succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned but not delivered, any
such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates so
countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant Agent
may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant
Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 




    9


     


    

 


In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.


 


Section
16. Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following
terms and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


(a)
The Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and
the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion.


 


(b)
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 certificate signed
by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate shall be full authentication
to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such
certificate.


 


(c)
Subject to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence or willful
misconduct, or for a willful and material breach by it of this Agreement (as determined by a court of competent jurisdiction in a final and non-appealable decision).


 


(d)
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in
the Warrant Certificate (except its countersignature thereof) by the Company or be required to verify the same, but all such statements
and recitals are and shall be deemed to have been made by the Company only.


 


(e)
The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except
its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making of any change
in the number of Ordinary Shares required under the provisions of Section 11 or 13 or responsible for the manner, method or amount of
any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except with respect to
the exercise of Warrants evidenced by the Warrant Certificates after actual notice of any adjustment of the Exercise Price); 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 Certificate or as to whether any Ordinary Shares will, when issued, be duly authorized,
validly issued, fully paid and nonassessable.


 


(f)
Each party hereto agrees that it will 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 other party hereto for the
carrying out or performing by any party of the provisions of this Agreement.


 


(g)
The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief
Executive Officer, Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or instructions
in connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered
to be taken by it in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions
without gross negligence or willful misconduct.


 




    10


     


    

 


(h)
The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract
with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing
herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(i)
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and continued employment thereof.


 


Section
17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’
notice in writing sent to the Company and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant Certificates.
The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent
or successor Warrant Agent, as the case may be, and to each transfer agent of the Ordinary Shares, and to the Holders of the Warrant
Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or
after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder
of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder
of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that,
for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor
Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws
of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers
and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent
a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the
predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any
such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the
Ordinary Shares, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice
provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the
Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.


 


Section
18. Issuance of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary,
the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors
to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares or other securities or
property purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.


 






    11


     


    

 


Section
19. Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of
any Warrant Certificate to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant
Certificate to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate shall be
deemed given (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal
Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth
Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested),
and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at or prior to 5:30
p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or communication
is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any
Business Day, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like
notice):





 


		(a)	If
                                            to the Company, to:



 


NeuroSense
Therapeutics Ltd.


Medinat
ha-Yehudim Street, 85


Herzliya,
Israel


Attention:
Alon Ben-Noon, Or Eisenberg


 


		(b)	If
                                            to the Warrant Agent, to:



 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
New York 11219


 


For
any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to
be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return email receipt
of such email.


 


(c)
If to the Holder of any Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any notice required
to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding
any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice
shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.


 


Section
20. Supplements and Amendments.


 


(a)
The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global
Warrants in order (i) to add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrants, (ii)
to surrender any rights or power reserved to or conferred upon the Company in this Agreement, (iii) to cure any ambiguity, (iv) to correct
or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or (v) to make
any other provisions with regard to matters or questions arising hereunder which the Company and Warrant Agent may deem necessary or
desirable, provided that such addition, correction or surrender shall not adversely affect the interests of the Holders of the Global
Warrants or Warrant Certificates in any material respect.


 


(b)
In addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority
of the Ordinary Shares issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying in any manner the
rights of the Holders of the Global Warrants; provided, however, that no modification of the terms (including but not limited
to the adjustments described in Section 11) upon which the Warrants are exercisable or the rights of holders of Warrants to receive liquidated
damages or other payments in cash from the Company or reducing the percentage required for consent to modification of this Agreement
may be made without the consent of the Holder of each outstanding Warrant Certificate affected thereby; provided further, however,
that no amendment hereunder shall affect any terms of any Warrant Certificate issued in a Warrant Exchange. As a condition precedent
to the Warrant Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized
officer of the Company that states that the proposed amendment complies with the terms of this Section 20.


 




    12


     


    

 


Section
21. Successors. All 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 hereunder.


 


Section
22. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders
of Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall
be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates. Notwithstanding
anything to the contrary contained herein, to the extent any provision of a Warrant Certificate conflicts with any provision of this
Agreement, the provisions of the Warrant Certificate shall govern and be controlling.


 


Section
23. Governing Law. This Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.


 


Section
24. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


Section
25. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


 


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


 


	 	NEUROSENSE
    THERAPEUTICS LTD.
	 	 	 	 
	 	By:		 
	 	 	Name:  	Alon
    Ben-Noon
	 	 	Title:	Chief
    Executive Officer
	 	 	 	 
	 	AMERICAN
    STOCK TRANSFER & TRUST COMPANY LLC
	 	 	 	 
	 	By:		 
	 	 	Name:
    	 
	 	 	Title:	 


 




    13


     


    

 


Exhibit
1


 


Form
of Warrant Certificate


 




     


     


    

 


Exhibit
2


 


Form
of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
American Stock Transfer & Trust Company, LLC, as Warrant Agent for NeuroSense Therapeutics Ltd. (the “Company”)


 


The
undersigned Holder of Ordinary Share Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company
hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


		1.	Name
of Holder of Warrants in form of Global Warrants: _____________________________



 


		2.	Name
of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________



 


		3.	Number
of Warrants in name of Holder in form of Global Warrants: ___________________



 


		4.	Number
of Warrants for which Warrant Certificate shall be issued: __________________



 


		5.	Number
of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________



 


		6.	Warrant
Certificate shall be delivered to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number
of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ______________________________


 


Name
of Authorized Signatory: ________________________________________________


 


Title
of Authorized Signatory: _________________________________________________


 


Date:
_______________________________________________________________


 




     


     


    

 


Exhibit
3


 


Form
of Global Warrant Request Notice


 


GLOBAL
WARRANT REQUEST NOTICE


 


To:
American Stock Transfer & Trust Company, LLC, as Warrant Agent for NeuroSense Therapeutics Ltd. (the “Company”)


 


The
undersigned Holder of Ordinary Share Purchase Warrants (“Warrants”) in the form of Warrants Certificates issued by
the Company hereby elects to receive a Global Warrant evidencing the Warrants held by the Holder as specified below:


 


		1.	Name
of Holder of Warrants in form of Warrant Certificates: _____________________________



 


		2.	Name
of Holder in Global Warrant (if different from name of Holder of Warrants in form of Warrant Certificates): ________________________________



 


		3.	Number
of Warrants in name of Holder in form of Warrant Certificates: ___________________



 


		4.	Number
of Warrants for which Global Warrant shall be issued: __________________



 


		5.	Number
of Warrants in name of Holder in form of Warrant Certificates after issuance of Global Warrant, if any: ___________



 


		6.	Global
Warrant shall be delivered to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The
undersigned hereby acknowledges and agrees that, in connection with this Global Warrant Exchange and the issuance of the Global Warrant,
the Holder is deemed to have surrendered the number of Warrants in form of Warrant Certificates in the name of the Holder equal to the
number of Warrants evidenced by the Global Warrant.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ______________________________


 


Name
of Authorized Signatory: ________________________________________________


 


Title
of Authorized Signatory: _________________________________________________


 


Date:
_______________________________________________________________


 




     


     


    

 


Exhibit
4


 


Warrant
Agent Fee Schedule