Exhibit 10.8


 


Warrant Purchase
AGREEMENT


 


This Warrant Purchase Agreement
is dated as of December __, 2021 (this “Agreement”) by and between Nuvo Group Ltd., a company organized under the laws
of the State of Israel (the “Company”), and the purchaser whose name and address is set forth on the signature page
hereto (the “Purchaser”).


 


WHEREAS, the Company desires
to sell to the Purchaser, and the Purchaser desires to purchase from the Company, a warrant
in the form attached hereto as Exhibit A (the “Warrant”) to purchase the Company’s ordinary
shares, no par value (the “Ordinary Shares”), at an exercise price of $0.01 per share, on the terms and subject
to the conditions set forth in this Agreement (the “Transaction”).


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:


 


Article
I.



Purchase and Sale of Warrant


 


1.1 Purchase and Sale
of the Purchased Warrant. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell a Warrant (the
“Purchased Warrant”), exercisable to purchase up to an aggregate of 666,667 Ordinary Shares (such Ordinary
Shares, the “Warrant Shares” and together with the Purchased Warrant, the “Securities”), to
the Purchaser at a purchase price of $10,000,000 (the “Purchase Price”).


 


1.2 Closing;
Deliverables. The closing of the issuance and sale of the Purchased Warrant (the “Closing”) shall take place at
the offices of Greenberg Traurig, P.A., 333 S.E. 2nd Avenue, Miami, FL 33131 (or such other place as may be agreed to by the
Company and the Purchaser, including by remote delivery of all deliverables required to be delivered at Closing) at [●] a.m. Eastern
time, on December [●], 2021 (the “Closing”). At Closing, (A) the Company shall deliver via PDF the Purchased
Warrant duly registered in the Purchaser’s name to the Purchaser, inclusive of such restrictive and other legends as set forth in
Section 5.1, and (B) the Purchaser shall pay to the Company the Purchase Price by wire transfer of immediately available U.S. funds
in accordance with instructions furnished in writing by the Company to the Purchaser.


 


1.3 Closing
Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Securities pursuant to this Agreement
is subject to and contingent upon the consummation of the Company’s initial public offering of its Ordinary Shares.


 


Article
II.



Additional Agreements


 


The Company and the Purchaser
shall cooperate and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to
be done all things, necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective
the sale of the Purchased Warrant as soon as practicable, including preparing and filing as promptly as practicable all documentation
to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all permits,
consents, approvals and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order
to consummate the sale or any of the other transactions contemplated by this Agreement.


 






     


     


    

 


Article
III.



Representations and Warranties of the Company


 


The Company represents and
warrants to the Purchaser as of the date hereof as follows:


 


3.1 Authorization
of Agreements, etc. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations
hereunder, and the issuance, sale and delivery of the Securities, have been duly authorized by all requisite corporate action and will
not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving
of notice: (a) any provision of the Company’s Amended and Restated Articles of Association, as amended; (b) any provision of any
judgment, decree or order to which the Company is a party or by which it is bound; (c) any material contract or agreement to which the
Company is a party or by which it is bound (as defined in Item 601(b)(10) of Regulation S-K under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)); or (d) any statute, rule or governmental regulation applicable to the Company,
except for such violations, conflicts or defaults as would not individually or in the aggregate have a material adverse effect on the
Company.


 


3.2 Valid
Issuance of Purchased Warrant. The Purchased Warrant has been duly authorized by the Company and, when issued and delivered in the
manner set forth in this Agreement against payment therefor, will be duly and validly issued and delivered, and will constitute a valid
and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights
generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 


3.3 Valid
Issuance of Warrant Shares. The Warrant Shares have been duly authorized and, when issued, sold and delivered in accordance with this
Agreement and in accordance with, and upon exercise of, the Purchased Warrant, upon receipt by the Company of the exercise price therefor
as set forth in the Purchased Warrant, will be validly issued, fully paid and nonassessable and will be free and clear of all liens, charges
and encumbrances (collectively, “Encumbrances”) of any nature whatsoever except for (i) restrictions on transfer
under this Agreement and under applicable Federal and state securities laws and (ii) Encumbrances created by the Purchaser; and the
Warrant Shares have been duly authorized and validly reserved for issuance by the Company.


 






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3.4 Validity.
This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.


 


3.5 Brokers and Finders.
Neither the Company nor any of its subsidiaries, officers, directors or employees has employed any broker or finder or incurred any liability
for any brokerage fees, commissions or finders’ fees in connection with the Transaction, except as set forth in that certain letter
agreement, dated as of December [Ÿ], 2021, by and among the Company and Berenberg Capital
Markets LLC (“Berenberg”) (the “Placement Agent”).


 


3.6 No
Registration. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Article IV of this
Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”) is required for the
offer and sale of the Securities by the Company to the Purchaser.


 


Article
IV.



Representations and Warranties of THE Purchaser


 


The Purchaser represents and
warrants to the Company as of the date hereof as follows:


 


4.1 Authorization
of Agreements, etc. The Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby, and the execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser
of its obligations hereunder have been duly authorized by all requisite corporate or other action and will not result in any violation
of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision
of the Purchaser’s organizational documents as currently in effect; (b) any provision of any judgment, decree or order to which
the Purchaser is a party or by which it is bound; (c) any material contract or agreement to which the Purchaser is a party or by which
it is bound; or (d) any statute, rule or governmental regulation applicable to the Purchaser.


 


4.2 Validity.
This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 


4.3 Investment
Representations.


 


(a) At
the time the Purchaser was offered the Securities, it was, and at the date hereof it is, and on the date of the Closing it will be, an
“accredited investor” as defined by Rule 501(a) of Regulation D promulgated under the Securities Act, and the Purchaser was
not organized for the specific purpose of acquiring the Securities and is not required to be registered as a broker-dealer under Section 15
of the Exchange Act;


 






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(b) The
Purchaser is knowledgeable, sophisticated and experienced in financial and business matters and has sufficient knowledge and experience
in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Securities
and it is able financially to bear the economic risks of its investment in the Securities and is able to afford a complete loss of such
investment;


 


(c) The
Purchaser is acquiring the Securities for the Purchaser’s own account solely for the purpose of investment and not with a present
view to, or for sale in connection with, any distribution or resale thereof. The Purchaser is acquiring the Securities in the ordinary
course of its business. The Purchaser does not have any agreement or understanding, directly or indirectly, with any person to distribute
any of the Securities;


 


(d) The
Purchaser understands and acknowledges that:


 


(i) none
of the Securities have been registered under the Securities Act or any state securities laws and the Securities are being offered and
sold in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and the
Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, covenants,
agreements, acknowledgments and understandings of the Purchaser contained in this Agreement in order to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire the Securities;


 


(ii) the
Securities must be held by the Purchaser indefinitely unless a subsequent disposition thereof is registered under the Securities Act or
is exempt from such registration, and neither the Company nor any other person is under any obligation to register the Securities under
the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder;


 


(iii) the
Purchased Warrant will bear a legend substantially in the form set forth in Section 5.2, and the Company will make a notation on
its transfer books to such effect; and


 


(iv) no
United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed
upon or endorsed the merits of the offering of the Securities;


 


(e) The
Purchaser is not purchasing the Securities as a result of any general solicitation or general advertising within the meaning of Rule 502(c)
under the Securities Act. The Purchaser further acknowledges that it, or its affiliate, has a pre-existing relationship with the Company,
such as as a holder of currently outstanding securities of the Company;


 






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(f) The
Purchaser acknowledges that the Company has made available to the Purchaser all documents and information that the Purchaser has requested
relating to an investment in the Securities, and the Purchaser has been afforded: (i) the opportunity to discuss this investment
with, to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the
terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information
about the Company and its subsidiaries and their respective financial condition, results of operations, business, properties, management
and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision
with respect to the Securities; and


 


(g) The
Purchaser has, in connection with its decision to purchase the Securities, relied solely upon the representations and warranties of the
Company contained in this Agreement.


 


4.4 Risk
of Loss. The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of
total loss of the Purchaser’s investment, and the Purchaser has full cognizance of, and understands all of the risk factors related
to, its purchase of the Securities, including, but not limited to, those set forth in the Registration Statement on Form S-1 (File No.
333-261300) filed by the Company with the Securities and Exchange Commission originally on November 23, 2021, in connection with the Company’s
initial public offering of Ordinary Shares. The Purchaser understands that no representation is being made as to the future value of the
Securities.


 


4.5 Brokers
and Finders. The Purchaser has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or
finders’ fees in connection with the Transaction.


 


Article
V.



Miscellaneous


 


5.1 Transfer
Restrictions. The Purchaser acknowledges and understands that (i) the Securities may be disposed of only in compliance with state
and federal securities laws and (ii) in connection with any transfer of Securities, other than pursuant to an effective registration
statement or pursuant to an available exemption from the registration requirements of the Securities Act to the Company or to an affiliate
of the Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the Company,
the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing
to be bound by the terms of this Agreement and shall have the rights of the Purchaser under this Agreement. Any transfer or purported
transfer of the Securities in violation of this section shall be void.


 






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5.2 Legend.
The Purchased Warrant shall have conspicuously endorsed thereon a legend in substantially the following form:


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


5.3 Brokerage.
Each party hereto will indemnify and hold harmless the other against and in respect of any claim for brokerage or other commissions relative
to this Agreement or to the Transaction, based in any way on agreements, arrangements or understandings made or claimed to have been made
by such party with any third party.


 


5.4 Assignment;
Parties in Interest. All representations, covenants and agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed
or not. No party may assign all or any portion of such party’s rights or obligations under this Agreement without the prior written
consent of the other party hereto. This Agreement is intended for the benefit of the parties hereto and their respective successors and
permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.


 


5.5 Notices.
All notices, requests, consents, demands, and other communications under this Agreement shall be in writing and shall be deemed to have
been duly given on the date of service if served personally on the party to whom notice is to be given, on the date of transmittal of
services via electronic mail to the party to whom notice is to be given (with a confirming copy delivered within 24 hours thereafter),
or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified,
postage prepaid, or overnight mail via a nationally recognized courier providing a receipt for delivery and properly addressed as follows:


 


		If to the Company:	Nuvo Group Ltd.



Yigal Alon 94. St., Alon Tower 1


Tel Aviv, Israel 6789155


Attn: Kelly Londy, Chief Executive Officer


Email: kelly.londy@nuvocares.com


 


		If to the Purchaser:	To the address specified on the signature page hereto.



 


Any party may change its address for purposes
of this paragraph by giving notice of the new address to each of the other parties in the manner set forth above.


 






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5.6 Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York for all purposes and in
all respects, without regard to the conflict of law provisions of such state that would cause the laws of another jurisdiction to apply.
The Company and the Purchaser hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of
the State of New York and of the United States District Courts located in the City of New York, Borough of Manhattan, for any lawsuits,
actions or other proceedings arising out of or relating to this Agreement and agree not to commence any such lawsuit, action or other
proceeding except in such courts. The Company further agrees that service of any process, summons, notice or document by mail to the Company’s
address set forth above shall be effective service of process for any lawsuit, action or other proceeding brought against the Company
in any such court. The Company and the Purchaser hereby irrevocably and unconditionally waive any objection to the laying of venue of
any lawsuit, action or other proceeding arising out of or relating to this Agreement in the courts of the State of New York or the United
States District Courts located in the City of New York, Borough of Manhattan, and hereby further irrevocably and unconditionally waive
and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been
brought in an inconvenient forum. THE PARTIES HEREBY WAIVE THE RIGHT TO JURY TRIAL OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE
CONDUCT OF THE RELATIONSHIP BETWEEN THEM.


 


5.7 Entire
Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof.


 


5.8 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,www.docusign.com or www.echosign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.


 


5.9 Amendments
and Waivers. This Agreement may be amended or modified, and provisions hereof may be waived, only by a written instrument executed
by the Company and the Purchaser.


 


5.10 Severability.
If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of
any other provision and of the entire Agreement shall not be affected thereby.


 


5.11 Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 


5.12 Representations.
The Purchaser agrees that, except for the representations and warranties contained in Article III, the Company makes no other representations
or warranties, and the Company hereby disclaims any other representations or warranties made by itself or any of its directors, officers
employees, the Placement Agents, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Representatives”),
with respect to the execution and delivery of this Agreement, notwithstanding the delivery or disclosure to any other party or any other
party’s Representatives of any document or other information with respect to any one or more of the foregoing. Without limiting
the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made by the Company in this
Agreement, the Purchaser agrees that none of the Company, its subsidiaries or any of their respective Representatives makes or has made
any representation or warranty with respect to (i) any projections, forecasts, estimates, plans or budgets or future revenues, expenses
or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial
condition (or any component thereof) of the Company or any of its subsidiaries or the future business, operations or affairs of the Company
or any of its subsidiaries heretofore or hereafter delivered to or made available to it, or (ii) any other information, statements or
documents heretofore or hereafter delivered to or made available to it with respect to the Company or any of its subsidiaries or the business,
operations or affairs of the Company or any of its subsidiaries, except to the extent and as expressly covered by a representation and
warranty made in this Agreement.


 


[signature
pages follow]


 









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IN WITNESS WHEREOF,
the undersigned has caused this Agreement to be executed by its duly authorized representative as of the date and year first above written.


 


	 	NUVO GROUP LTD.
	 	 
	 	 
	 	By:	 
	 	Name:  	Kelly Londy
	 	Title:  	Chief Executive Officer



 


[Company Signature Page to Securities Purchase
Agreement]


 









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IN WITNESS WHEREOF,
the undersigned has caused this Agreement to be executed by their duly authorized representatives as of the date and year first above
written.


 


	 	PURCHASER:
	 	 
	 	 
	If a corporation or other entity:	________________________________
	 	(name of corporation or entity)
	 	 
	 	 
	 	By:_____________________________
	 	Name:
	 	Title:
	 	 
	 	 
	If an individual:	By:_________________________________
	 	 
	 	Name (Please Print):____________________
	 	 
	 	_________________________________
	 	(Name of co-purchaser, if any):
	 	 
	Number of Purchaser Shares:	__________________________________
	 	 
	 	 
	Contact Information:	Address:
	 	 
	 	__________________________________
	 	__________________________________
	 	__________________________________
	 	__________________________________
	 	 
	 	Telephone:_________________________
	 	Facsimile:__________________________
	 	E-mail:____________________________
	 	 
	Social Security Number or Tax Identification Number of the Registered Holder listed above:	
    _____________________________

     




 



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Exhibit A


 









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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH
THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


ORDINARY SHARE PURCHASE WARRANT


  


Nuvo
Group Ltd.


 


	Warrant Shares: 666,667	Issue Date: [Ÿ]
	 	 
	 	Initial Exercise Date: [Ÿ]



 


 


THIS ORDINARY SHARE
PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date set forth above (the “Initial Exercise Date”), and on or prior to
5:00 p.m. (New York City time) on [Ÿ], 2031 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Nuvo Group Ltd., a company organized under the laws of the
State of Israel  (the “Company”), up to 666,667 of the Company’s Ordinary Shares (as subject to
adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b).


 


Section 1. Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the respective meanings indicated in this Section
1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Ordinary Share(s)”
means the ordinary shares of the Company, no par value per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


“Ordinary Share Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares,
including, without limitation, any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into
or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated investment funds, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other
entity of any kind.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subsidiaries”
means all of the subsidiaries of the Company that are required to be listed pursuant to Item 601(b)(21) of Regulation S-K.


 






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“Trading Day”
means a day on which the principal Trading Market is open for trading.


 


“Trading Market”
means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question:
the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transfer Agent”
means American Stock Transfer & Trust Company, LLC, the current transfer agent of the Company, with a mailing address of 6201 15th
Avenue, Brooklyn, NY 11219, and any successor transfer agent of the Company.


 


Section 2. Exercise.


 


a) Exercise of
Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or
after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or
PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank,
in either case in immediately available funds, unless the cashless exercise procedure specified in Section 2(c) below is properly specified
in the applicable Notice of Exercise. 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 shall have no obligation to inquire with respect
to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing
such Notice of Exercise. 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 Shares 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 two (2) Trading Days of the date
on which 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 Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise
within one (1) Trading Day of receipt of such notice. 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 Shares hereunder, the number of
Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


b) Exercise Price.
The exercise price per Ordinary Share under this Warrant shall be $0.01, subject to adjustment as set forth herein (the “Exercise
Price”).


 


c) Cashless Exercise.
If at the time after the three month anniversary of the Issue Date there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be
exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both
executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of
Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP
on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Ordinary Shares on
the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of
Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two
(2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant
to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a
Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular
trading hours” on such Trading Day;


 






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(B) = the then
applicable Exercise Price; and


 


(X) = the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.


 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares
are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary
Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink
Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary
Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected
in good faith by the Holder and reasonably acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary
Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink
Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary
Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected
in good faith by the Holder and reasonably acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised.  The Company
agrees not to take any position contrary to this Section 2(c).


 






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d) Mechanics
of Exercise.


 


i. Delivery of
Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent
to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company’s transfer agent is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of
a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares
to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date
that is the earlier of (A) the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period, in each case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate
Exercise Price to the Company (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that the Company shall have received
payment of the aggregate Exercise Price (other than in the case of a cashless exercise) by the Warrant Share Delivery Date. If the Company
fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share 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 subject to such
exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to
$10 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share
Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent
that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of the Notice of Exercise.


 


ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights
of the Holder to purchase the unpurchased Warrant Shares remaining available under this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.


 


iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering written notice to the Company
at any time prior to the delivery of such Warrant Shares.


 


iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases for the Holder,
Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such
exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including reasonable and customary brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y)
the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at
the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with
an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the
Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue
any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as required
pursuant to the terms hereof.


 






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v. No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole share.


 


vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent
fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 


vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.


  


e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence,
the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of
Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number
of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned
by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Affiliates
or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act, and the Holder is solely responsible for any schedules required to be filed in accordance therewith and the calculations required
under this Section 2(e). To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which
portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the
Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject
to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined by the Holder in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the
number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement or filing by
the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. 
Upon the written request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic
mail to the Holder the number of Ordinary Shares then outstanding.  In any case, the number of outstanding Ordinary Shares shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or
its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial
Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance
of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the
number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant
held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation
will not be effective until the 61st day after such notice is delivered by the Holder to the Company. The provisions of this
Section 2(e) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to
correct Section 2(e) (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant.


 






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Section 3. Certain
Adjustments.


 


a) Share Dividends
and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution
or distributions in respect of the Company’s Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares
issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Ordinary Shares into a larger number of shares,
(iii) combines (including by way of reverse share split) outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by
reclassification of Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event, and the
number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record
date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination or re-classification.


 


b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Ordinary Share Equivalents or rights to purchase share, warrants, securities or other property pro rata to the record holders of Ordinary
Shares (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 acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) 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 are to be determined for the grant, issue or
sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any
such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to
participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation); provided, that such Purchase Right shall
terminate on, and shall not be held in abeyance for any period subsequent to, the Termination Date.


 






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c) Pro Rata Distributions.
During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other than cash) or other distribution
of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without
limitation, any distribution of share or other securities, property or options by way of a dividend, spin off, 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, the Holder shall be entitled to participate in such Distribution to the same extent that the
Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that to the extent
that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary
Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation);
provided, that the Holder’s right to receive such Distribution shall terminate on, and shall not be held in abeyance for
any period subsequent to, the Termination Date.


 


d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken as
a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than
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 share purchase agreement or other business combination) (each
a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to
receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number
of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of
the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard
to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders
of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in
accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the
Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder
in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise
of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such
shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and
the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company
herein.


 






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e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number
of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.


 


f) Notice to
Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice to
Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary
Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company
shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or
property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the
Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number
or email address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares
of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that
the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action
required to be specified in such notice. To the extent that any notice required by this Warrant constitutes, or contains, material, non-public
information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file the material terms of such notice
with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period
commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set
forth herein.


 






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g) Voluntary
Adjustment By Company. Subject to the rules and regulations of the Trading Market and subject to any applicable FINRA rules, the Company
may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


Section 4. Transfer
of Warrant.


 


a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated
agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its
agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if
required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing
the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,
in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers
an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised
by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b) New Warrants.
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent
or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with
such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this
Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c) Warrant Register.
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
notice to the contrary.


 


d) Transfer Restrictions.
If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not
be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities
or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements
pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant,
as the case may be, provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory
to the Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.


 


e) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.


 






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Section 5. Miscellaneous.


 


a) No Rights
as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or
other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth
in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the
cash payments contemplated pursuant to Sections 2(d)(i), 2(d)(iv) and 2(d)(v), in no event will the Company be required to net cash settle
an exercise of this Warrant.


 


b) Loss, Theft,
Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make
and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.


 


c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.


 


d) Authorized
Shares.


 


The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take such reasonable action as
may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles
of association or through any reorganization, transfer of assets, consolidation, merger, 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, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company
will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take such action as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain
all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable
the Company to perform its obligations under this Warrant.


 


Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 






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e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof
that would require the application of the law of any jurisdiction other than the State of New York. Each party agrees that all legal proceedings
concerning the interpretation, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party
hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an
action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be
reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 


f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g) Nonwaiver.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant
terminates on the Termination Date.


 


h) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder, including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight
courier service, addressed to the Company, at 94 Yigal Alon Street, Alon Tower 1, Tel Aviv, Israel 6789155, Israel, Attention: Kelly Londy,
email address: kelly.londy@nuvocares.com, facsimile:+972 3-529-2266, or such other facsimile number, email address or address as the Company
may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the
Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier
service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company.
Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this
Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice
or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a
day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second (2nd) Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given.


 


i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.


 


j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.


 






    21


     


    

 


k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by such Holder.


 


l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder of this Warrant, on the other hand.


 


m) 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.


 


n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


o) Facsimile
and Electronic Signatures. Facsimile and other electronically scanned and transmitted signatures, including by email attachment, shall
be deemed originals for all purposes of this Warrant.


 


********************


(Signature Page Follows)


 









    22


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	Nuvo Group Ltd.
	 	 
	 	By:__________________________________________
	 	Name:
	 	Title:
	 	 



 

  






     


     


    

 


NOTICE OF EXERCISE


 


To: Nuvo
GroUp Ltd.


 


(1)   The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)   Payment
shall take the form of (check applicable box):


 


☐ in lawful money of the United States;
or


 


☐ if permitted the cancellation of
such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3)   Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


(4)   The
time of day this Notice of Exercise is being executed is:


 


 


_______________________________


 


The Warrant Shares shall be delivered to the following
DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ________________________________________________________________________


Signature of Authorized Signatory of Investing Entity: _________________________________________________


Name of Authorized Signatory: ___________________________________________________________________


Title of Authorized Signatory: ____________________________________________________________________


Date: ________________________________________________________________________________________


 


 









     


     


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	_____________________________________
	 	(Please Print)
	Address:	_____________________________________
	 	(Please Print)
	Phone Number:	______________________________________
	Email Address:	______________________________________
	Dated: _______________ __, ______	 
	Holder’s Signature:___________________	 
	Holder’s Address: ___________________	 


 


[Purchaser Signature Page to Warrant Purchase Agreement]