Exhibit 4.1


 


FORM
OF PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES


 


Number
of Shares: [          ]


(subject
to adjustment)


 


	Warrant
    No.__ 	Original
    Issue Date: March [  ], 2021


 


Vascular
Biogenics, Ltd., a company organized under the laws of Israel (the “Company”), hereby certifies that, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [  ] or its registered assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [  ] ordinary shares of the
Company, NIS 0.01 par value, (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)
at an exercise price per share equal to $0.01 per share (as adjusted from time to time as provided in Section 9 below and subject
to the minimum price described therein, the “Exercise Price”), upon surrender of this Warrant to Purchase Ordinary
Shares (including any Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, the “Warrant”)
at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following
terms and conditions:


 


1.
Definitions. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Affiliate” means any Person directly or indirectly controlled by, controlling or under common control with, a Holder,
but only for so long as such control shall continue. For purposes of this definition, “control” (including, with correlative
meanings, “controlled by”, “controlling” and “under common control with”) means, with respect to
a Person, possession, direct or indirect, of (a) the power to direct or cause direction of the management and policies of such Person
(whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), or (b) at least 50%
of the voting securities (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity
interests.


 


(b)
“Commission” means the United States Securities and Exchange Commission.


 


(c)
“Closing Sale Price” means, for any security as of any date, the last trade price for such security on the Principal
Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate
on an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 P.M.,
New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such security
in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets. If the
Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of
such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the
Holder are unable to agree upon the fair market value of such security, then the Board of Directors of the Company shall use its good
faith judgment to determine the fair market value. The Board of Directors’ determination shall be binding upon all parties absent
demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.


 


(d)
“Ordinary Shares” means the Company’s ordinary shares, NIS 0.01 par value per share.


 


(e)
“Principal Trading Market” means the national securities exchange or other trading market on which the Ordinary Shares
are primarily listed on and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Global Market.


 


(f)
“Registration Statement” means the Company’s Registration Statement on Form F-3 (File No. 333-251821), declared
effective on January 8, 2021.


 


(g)
“Securities Act” means the Securities Act of 1933, as amended.


 






    	 



     


    

 


(h)
“Trading Day” means any weekday on which the Principal Trading Market is normally open for trading.


 


(i)
“Transfer Agent” means American Stock Transfer & Trust Company, the
Company’s transfer agent and registrar for the Ordinary Shares, and any successor appointed in such capacity.


 


2.
Issuance of Securities; Registration of Warrants. The Warrant, as initially issued by the Company, is offered and sold pursuant
to the Registration Statement. As of the Original Issue Date, the Warrant Shares are issuable under the Registration Statement. Accordingly,
the Warrant and, assuming issuance pursuant to the Registration Statement or an exchange meeting the requirements of Section 3(a)(9)
of the Exchange Act as in effect on the Original Issue Date, the Warrant Shares, are not “restricted securities” under Rule
144 promulgated under the Securities Act. The Company shall register ownership of this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial
Holder or, as the case may be, any assignee to which this Warrant is assigned hereunder) 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.


 


3.
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or will cause its Transfer
Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment
for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to purchase Ordinary Shares in substantially
the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred
shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall
be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company
shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant under this
Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner
and holder for all purposes, and the Company shall not be affected by any notice to the contrary.


 


4.
Exercise and Duration of Warrants.


 


(a)
All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and
from time to time on or after the Original Issue Date, subject to the restrictions set forth in Section 11 hereof.


 


(b)
The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto
(the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant
Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the
Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company (as determined
in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect
as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant
Shares, if any. The aggregate exercise price of this Warrant, except for the Exercise Price, was pre-funded to the Company on or before
the Original Issue Date, and consequently no additional consideration (other than the Exercise Price) shall be required by to be paid
by the Holder to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion,
of such pre-funded exercise price under any circumstance or for any reason whatsoever.


 


5.
Delivery of Warrant Shares.


 


(a)
Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date),
upon the request of the Holder, credit such aggregate number of ordinary shares to which the Holder is entitled pursuant to such exercise
to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its
Deposit Withdrawal Agent Commission system, or if the Transfer Agent is not participating in the Fast Automated Securities Transfer Program
(the “FAST Program”) or if the certificates are required to bear a legend regarding restriction on transferability,
issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Ordinary Shares to which the Holder is entitled pursuant
to such exercise. The Holder, or any natural person or legal entity (each, a “Person”) so designated by the Holder
to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective
of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be.


 






    	 



     


    

 


(b)
If by the close of the third (3rd) Trading Day after the Exercise Date, the Company fails to deliver to the Holder a certificate
representing the required number of Warrant Shares in the manner required pursuant to Section 5(a) or fails to credit the Holder’s
balance account with DTC for such number of Warrant Shares to which the Holder is entitled, and if after such third (3rd)
Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) 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, within three (3) Trading Days after the Holder’s request and in the Holder’s
sole discretion, either (1) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage
commissions, if any) for the Ordinary Shares so purchased, at which point the Company’s obligation to deliver such certificate
(and to issue such Warrant Shares) shall terminate or (2) promptly honor its obligation to deliver to the Holder a certificate or certificates
representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s total purchase
price (including brokerage commissions, if any) for the Ordinary Shares so purchased in the Buy-In over the product of (A) the number
of Ordinary Shares purchased in the Buy-In, times (B) the Closing Sale Price of an Ordinary Share on the Exercise Date.


 


(c)
To the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in accordance
with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing herein shall
limit the 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 certificates
representing Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.
Charges, Taxes and Expenses. Issuance and delivery of certificates for Ordinary Shares upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any
applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved
in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof.
The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.


 


7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case,
a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company
may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated
Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 






    	 



     


    

 


8.
Reservation of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and
keep available out of the aggregate of its authorized but unissued and otherwise unreserved Ordinary Shares, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially
issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights
of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that
all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with
the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable. The Company will take all such action as
may be reasonably necessary to assure that such Ordinary Shares may be issued as provided herein without violation of any applicable
law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Ordinary Shares may
be listed. The Company further covenants that it will not, without the prior written consent of the Holder, take any actions to increase
the par value of the Ordinary Shares at any time while this Warrant is outstanding.


 


9.
Minimum Exercise Price; Certain Adjustments. The Exercise Price per share shall in no event be less than the US dollar equivalent
of 0.01 new Israeli shekels at the time of exercise. In addition, the Exercise Price and number of Warrant Shares issuable upon exercise
of this Warrant are subject to adjustment from time to time as set forth in this Section 9.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Ordinary
Shares or otherwise makes a distribution on any class of shares issued and outstanding on the Original Issue Date and in accordance with
the terms of such stock on the Original Issue Date or as amended, as described in the Registration Statement, that is payable in Ordinary
Shares, (ii) subdivides its outstanding Ordinary Shares into a larger number of Ordinary Shares, (iii) combines its outstanding Ordinary
Shares into a smaller number of Ordinary Shares or (iv) issues by reclassification of shares any additional Ordinary Shares of the Company,
then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of Ordinary Shares
outstanding immediately before such event and the denominator of which shall be the number of Ordinary Shares outstanding immediately
after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date
for the determination of shareholders entitled to receive such dividend or distribution, provided, however, that if such record date
shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly
as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of
the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective
immediately after the effective date of such subdivision or combination.


 


(b)
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Ordinary
Shares for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Ordinary Shares covered
by the preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in
each case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after the record date fixed
for determination of shareholders entitled to receive such distribution, the Holder shall be entitled to receive, in addition to the
Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have been entitled
to receive in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior
to such record date without regard to any limitation on exercise contained therein.


 


(c)
Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation
of the Company with or into another Person, in which the Company is not the surviving entity and in which the shareholders of the Company
immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving
entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all
of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by
the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital
stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates
a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital
stock of the Company (except for any such transaction in which the shareholders of the Company immediately prior to such transaction
maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction), or (v) the Company
effects any reclassification 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 (other than as a result of a subdivision or combination of Ordinary
Shares covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then upon such Fundamental
Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or
property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without
regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect
any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another
Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise”
of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company,
surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder
such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations
under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental
Transaction type.


 






    	 



     


    

 


(d)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 9, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be the same as
the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)
Calculations. All calculations under this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share,
as applicable.


 


(f)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will,
at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type
of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise
to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly
deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(g)
Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Ordinary Shares, including, without limitation, any granting of rights or warrants
to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits shareholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation
or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material
non-public information, the Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable
record or effective date on which a Person would need to hold Ordinary Shares in order to participate in or vote with respect to such
transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of
the corporate action required to be described in such notice. In addition, if while this Warrant is outstanding, the Company authorizes
or approves, enters into any agreement contemplating or solicits shareholder approval for any Fundamental Transaction contemplated by
Section 9(c), other than a Fundamental Transaction under clause (iii) of Section 9(c), the Company shall deliver to the Holder
a notice of such Fundamental Transaction at least thirty (30) days prior to the date such Fundamental Transaction is consummated. Holder
agrees to maintain any information disclosed pursuant to this Section 9(g) in confidence until such information is publicly available,
and shall comply with applicable law with respect to trading in the Company’s securities following receipt any such information.


 


10.
Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion,
satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to
the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, as determined
as follows:


 


X
= Y [(A-B)/A]


 


where:


 


“X”
equals the number of Warrant Shares to be issued to the Holder;


 


“Y”
equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;


 


“A”
equals the Closing Sale Prices of the Ordinary Shares (as reported by Bloomberg Financial Markets) as of the Trading Day on the date
immediately preceding the Exercise Date; and


 


“B”
equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 







    	 



     


    




 


For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued (provided that the Commission continues
to take the position that such treatment is proper at the time of such exercise). In the event that the Registration Statement or another
registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant,
then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b)
(Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled
in cash.


 


11.
Limitations on Exercise.


 


(a)
Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and the Holder
shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon
giving effect to such exercise, would result in (i) the aggregate number of Ordinary Shares beneficially owned by the Holder and its
Affiliates and any other Persons whose beneficial ownership of Ordinary Shares would be aggregated with the Holder’s for purposes
of Section 13(d) of the Exchange Act, to exceed 19.99% (the “Maximum Percentage”) of the total number of issued and
outstanding Ordinary Shares of the Company following such exercise, or (ii) the combined voting power of the securities of the Company
beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Ordinary Shares would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed the Maximum Percentage of the combined voting power
of all of the securities of the Company then outstanding following such exercise. For purposes of this Warrant, in determining the number
of outstanding Ordinary Shares, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s
most recent Form 20-F filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z)
any other notice by the Company or its transfer agent setting forth the number of Ordinary Shares outstanding (the “Reported
Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder
at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall
(i) notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice would
otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage,
the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number
of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the
Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. Upon the written request of
the Holder, the Company shall within three (3) Trading Days confirm 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 since the date as of which such number of outstanding
Ordinary Shares was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage
to any other percentage specified in such notice not in excess of 19.99%; provided that any such increase will not be effective until
the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of
Ordinary Shares or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership
of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the Ordinary
Shares issuable upon the 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 (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by
the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company
that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire
at any time Ordinary Shares, including without limitation any debt, preferred stock, 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),
is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by the Holder
or any of its Affiliates and other Persons whose beneficial ownership of Ordinary Shares would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act.


 






    	 



     


    

 


(b)
This Section 11 shall not restrict the number of Ordinary Shares which a Holder may receive or beneficially own in order to determine
the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated
in Section 9(c) of this Warrant.


 


12.
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole
number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.


 


13.
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile or confirmed e-mail at the facsimile number or e-mail address specified in the books and records of the Transfer
Agent prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile or confirmed e-mail at the facsimile number or e-mail address specified in the books and
records of the Transfer Agent 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 Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day
delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery.


 


	If
    to the Company:	Vascular
    Biogenics Ltd.
	 	8
    HaSatat Street
	 	Modi’in,
    Israel 7178106


 


14.
Warrant Agent. The Company shall initially serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the
Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or
any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall
be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address
as shown on the Warrant Register.


 


15.
Miscellaneous.


 


(a)
No Rights as a Shareholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share of the Company for any purpose, nor shall anything contained in this Warrant
be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a
shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue
of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.


 






    	 



     


    

 


(b)
Authorized Shares. (i) 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 certificate or articles of incorporation 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 (a) 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, (b) take all such action
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares
upon the exercise of this Warrant, and (c) 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.


 


(ii)
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.


 


(c)
Successors and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This
Warrant may not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental
Transaction. This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors
and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company
and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing
signed by the Company and the Holder, or their successors and assigns.


 


(d)
Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder.


 


(e)
Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.


 


(f)
Governing Law; 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 LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER 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 (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
DOCUMENTS), 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. EACH OF THE COMPANY AND THE HOLDER 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 PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT 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 MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL
BY JURY.


 


(g)
Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit
or affect any of the provisions hereof.


 


(h)
Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the
validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby,
and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 



     


    

 


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


 


	 	VASCULAR
    BIOGENICS, LTD. 
	 	 	 
	 	By:	                     
	 	Name:	 
	 	Title:	 


 






    	 



     


    

 


SCHEDULE
1


 


FORM
OF EXERCISE NOTICE


 


[To
be executed by the Holder to purchase Ordinary Shares under the Warrant]


 


Ladies
and Gentlemen:


 


(1)
The undersigned is the Holder of Warrant No. __ (the “Warrant”) issued by Vascular Biogenics Ltd, an Israeli corporation
(the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth
in the Warrant.


 


(2)
The undersigned hereby exercises its right to purchase Warrant Shares pursuant to the Warrant.


 


(3)
The Holder intends that payment of the Exercise Price shall be made as (check one):


 


	 	[  ]	Cash
    Exercise 


 


	 	[  ]	“Cashless
    Exercise” under Section 10 of the Warrant 


 


(4)
If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $ in immediately available funds to the Company in accordance
with the terms of the Warrant.


 


(5)
Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the
Warrant.


 


(6)
By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise
evidenced hereby the Holder will not beneficially own in excess of the number of Ordinary Shares (as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this
notice relates.


 


	Dated:	 	 
	 	 	 
	Name
    of Holder:	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


(Signature
must conform in all respects to name of Holder as specified on the face of the Warrant)