Exhibit 4.1




 




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: [●]
	 	 
	 	Initial

    Exercise Date: [●]



 




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 [●], 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.




 











     



     



    



 




“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;





 











    2



     



    



 




		(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).









 




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.






 











    3



     



    



 




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.




 




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.




 











    4



     



    



 




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.




 











    5



     



    



 




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.




 




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.




 











    6



     



    



 




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.




 











    7



     



    



 




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.




 




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.




 











    8



     



    



 




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.




 











    9



     



    



 




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.




 











    10



     



    



 




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.




 











    11



     



    



 




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.




 




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)




 











    12



     



    



 




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:





 












    13



     



    



 




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:	





 
















    14



     



    



 




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: __________________	 





 








    15