Online Disruptive Technologies, Inc.: Exhibit 10.15 - Filed by newsfilecorp.com





SAVICELL DIAGNOSTIC LTD.

WARRANT CERTIFICATE

Savicell Diagnostic Ltd., an Israeli Company (the
“Company”) hereby grants to Ramot at Tel Aviv University Ltd.,
having a place of business at Tel-Aviv University, Ramat Aviv, Tel Aviv 61392,
Israel (the “Holder”), the right to purchase from the Company the number
of Ordinary Shares of the Company, nominal value NIS 0.01 per share (the
“Ordinary Shares”) specified below, subject to the terms and conditions
hereinafter set forth.

	1. 	
      Number of shares issuable upon exercise of this
      Warrant: The Holder shall be entitled to purchase 1,765 Ordinary
      Shares (the “Warrant Shares”). The number of Warrant Shares shall
      constitute, on the date hereof, fifteen percent (15%) of the Company’s
      share capital on an as-converted, fully diluted basis (including the
      Warrant shares) and shall be subject to dilution, as applicable to the
      Ordinary Shares of the Company..

	 	 
	2. 	
      Exercise period and the Expiry Date of this
      Warrant: This Warrant may be exercised, in whole or in part, at
      any time and from time to time from and after the Effective Date but in
      any event, not later than prior to the consummation of a Deemed
      Liquidation Event or an IPO (as defined below) (the “Expiry Date”),
      upon which it shall expire and no longer be exercisable; provided that the
      Company has notified the Holder in writing 15 days in advance of the
      occurrence of a Deemed liquidation Event including sufficient details
      required for Holder to determine whether it wishes to exercise the Warrant
      and the Holder has failed to inform the Comapny of the exercise of the
      Warrant prior to the Expiry Date.

	 	 
		
      In this Warrant, the term "Deemed
      Liqudation" Shall mean: (a) a consolidation, merger or
      reorganization of the Company with or into, or a sale of all or
      substantially all of the Company's assets (including, without limitation,
      the transfer and/or grant of an exclusive worldwide license to all or
      substantially all of the Company's intellectual property, if such grant
      and/or transfer results in practically preventing the Company from all or
      substantially all use of its intellectual property), or substantially all
      of the Company's issued and outstanding share capital, to any other
      company, entity or person, except for: (i) a transaction for the purpose
      of changing the Company's domicile or with entities controlled by the
      Company, or (ii) a transaction in which shareholders of the Company prior
      to the transaction will maintain the power to vote at least 50% of the
      voting shares of the surviving entity (in this Article, “Voting
      Control”) after the transaction; or (b) in the event of a transaction
      or series of transactions, except in an IPO or a bona fide financing
      transaction of the Company, in which a person or entity (not being a
      Shareholder of the Company prior to such transaction or series of
      transactions) acquires, fifty percent (50%) or more of the issued and
      outstanding shares of the Company or the right to appoint or elect at
      least fifty percent (50%) or more of the members of the Board of
      Directors;

	 	 
		
      The term "IPO" Shall mean the
      closing of the first underwritten offering of the Company's Ordinary
      Shares to the general public.

	 	 
	3. 	
      Warrant Conversion Price per share: The
      exercise price for each Warrant Share purchasable hereunder shall be NIS
      0.01 (the “Conversion Price”). Such Conversion price and number of
      issuable Warrant Shares shall be subject to appropriate adjustments under
      Section 6 below.








		
      This Warrant certifies that, at any time from the date
      hereof and until the Expiry Date, the Holder is entitled to subscribe for
      and purchase any part of the Warrant Shares at the Conversion
  Price.

	 	 	 
	4. 	
      Method of Exercise of Warrant:

	 	 	 
		(a) 	
      Cash Exercise. This Warrant may be exercised in
      whole or in part by the surrender of this Warrant, with a duly executed
      notice of exercise at the principal office of the Company, together with
      proper payment of the Conversion Price times the number of Warrant Shares
      for which the Warrant is being exercised. Payment for Warrant Shares shall
      be made by bank check or bank checks, payable to the order of the Company,
      or by wire transfer.

	 	 	 
		(b) 	
      Net Exercise. In lieu of the payment method set
      forth in Section 4(a) above, the Holder may elect to exchange the Warrant
      or any portion thereof for a number of Warrant Shares equal to the number
      of Warrant Shares computed using the following
formula:





	X = 	Y (A-B) 
	  	A 



Where 

X = the number of Warrant
Shares to be issued to the Holder.

Y = the number of Warrant
Shares purchasable under the Warrant (as adjusted to the date of such
calculation, but excluding those shares already issued under this Warrant) or in
the event of partial exercise of this Warrant, the number of applicable Warrant
Shares necessary to permit X to equal the number of applicable Warrant Shares
that the Holder wishes the Company to issue to the Holder in accordance with the
provisions herein (ignoring the net-issuance basis calculation).

A = the Fair Market Value (as
defined below) of one Warrant Share. B = Conversion Price (as adjusted to
the date of such calculation) “Fair Market Value” of a Warrant Share
shall mean:

	 	(i) 	
      Except in the circumstances set forth in subsection (ii)
      and subsection (iii) of this definition below, such amount as is
      determined by the Company's Board of Directors in good faith as at the
      relevant time of calculation;

	 	 	 
	 	(ii) 	
      If the exercise is in connection with the closing of an
      IPO, the public offering price of a Warrant Share (before deduction of
      discounts, commissions or expenses) in such offering;

	 	 	 
	 	(iii) 	
      If the exercise is in connection with the closing of a
      Deemed Liquidation Event, the price per share paid or payable for a
      Warrant Share in such Deemed Liquidation
Event.




	 	(c) 	
      No fractions of shares will be issued. The number of
      Ordinary Shares issued shall be rounded to the nearest whole number. The
      Company agrees that the Warrant Shares so purchased shall be issued as
      soon as practicable after exercise, and that the Holder shall be deemed
      the record owner of such Warrant Shares as of and from the close of
      business on the date on which this Warrant shall be surrendered, together
      with payment in full (if and as required above in connection with cash
      exercise). In the event of a partial exercise, the Company shall
      concurrently issue to the Holder a replacement Warrant on the same terms
      and conditions as this Warrant, but representing the
  number of Warrant Shares remaining after such partial exercise. 



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	5. 	
      Warrants Confers No Rights of
      Shareholder: Until this Warrant is exercised (or any part
      thereof) the Warrant and the Warrant Shares represented hereunder do not
      entitle the Holder hereof to any rights as shareholder of the
    Company.

	 	 	 
	6. 	
      Adjustment of Conversion Price and Number of
      Shares:

	 	 	 
		
      Without derogating from the anything else herein, the
      number and kind of securities purchasable initially upon the exercise of
      this Warrant and the Conversion Price shall be subject to adjustment from
      time to time upon the occurrence of certain events, as follows:

	 	 	 
		(a) 	
      Bonus Shares, Splits, Etc. If the Company
      issues bonus shares, subdivides, splits or reverse splits its outstanding
      Ordinary Shares into a greater or smaller amount of Ordinary Shares, then
      upon exercise of this Warrant, for each Ordinary Share acquired, Holder
      shall receive, without cost to Holder, the total number of Ordinary Shares
      to which Holder would have been entitled had Holder owned the Ordinary
      Shares of record as of the date the bonus shares, subdivision, split or
      reverse split occurred, and the aggregate exercise price for the shares
      will remain the same.

	 	 	 
		(b) 	
      Adjustment for Reclassification, Exchange or
      Substitution. Upon any reclassification, exchange, substitution, or
      other event that results in a change of the number and/or class of the
      securities issuable upon exercise or conversion of this warrant, Holder
      shall be entitled to receive, upon exercise or conversion of this warrant,
      the number and kind of securities and property that Holder would have
      received for the Ordinary Shares if this Warrant had been exercised
      immediately before such reclassification, exchange, substitution, or other
      event. The Company or its successor shall promptly issue to Holder a new
      warrant for such new securities or other property, provided that the
      aggregate exercise price for such new securities or other property will
      remain the same as hereunder. The new warrant shall provide for
      adjustments which shall be as nearly equivalent as may be practicable to
      the adjustments provided for in this Section 6. The provisions of this
      Section 6(b) shall similarly apply to successive reclassifications,
      exchanges, substitutions, or other events.

	 	 	 
		(c) 	
      General Protection. The Company will not, by
      amendment of its Articles of Association or through any reorganization,
      recapitalization, 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 to be observed
      or performed hereunder, or impair the economic interest of the Holder, but
      will at all times in good faith assist in the carrying out of all the
      provisions hereof and in taking of all such actions and making all such
      adjustments as may be necessary or appropriate in order to protect the
      rights and the economic interests of the Holder against
  impairment.

	 	 	 
		(d) 	
      Adjustment of Conversion Price. Upon each
      adjustment in the number of Ordinary Shares purchasable hereunder, the
      Conversion Price shall be proportionately increased or decreased, as the
      case may be, in a manner that is the inverse of the manner in which the
      number of Ordinary Shares purchasable hereunder shall be adjusted,
      provided that the aggregate exercise price will remain the
  same.



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	 	(e) 	
      Notice of Adjustments. Whenever the Conversion
      Price or the number of Ordinary Shares purchasable hereunder shall be
      adjusted pursuant to this Section 6, the Company shall prepare a
      certificate signed by the chief financial officer of the Company setting
      forth, in reasonable detail, the event requiring the adjustment, the
      amount of the adjustment, the method by which such adjustment was
      calculated, and the conversion Price and the number of Ordinary Shares
      purchasable hereunder after giving effect to such adjustment, and shall
      cause copies of such certificate to be delivered to the
  Holder.




	7. 	
      Tax: Any taxes, charges, expenses or fees
      relating to the exercise of this Warrant and/or the sale of the Warrant
      Shares shall be payable by the Holder and the provision for such taxes
      shall be made to the satisfaction of the Company prior to any exercise,
      sale or other disposition made with respect to the Warrant and/or the
      Warrant Shares.

	 	 	 
	8. 	
      Miscellaneous:

	 	 	 
		8.1 	
      The Warrant Shares which may be purchased hereunder may
      be acquired for investment purposes only and will not be registered under
      the securities laws of any country. This Warrant may not be exercised and
      the Warrant Shares may not be resold or offered for sale in the absence of
      such registration or an opinion of counsel satisfactory to the Company and
      its counsel that such registration is not required under applicable laws.
      The Warrant Shares which may be purchased hereunder shall entitle the
      Holder the same rights and obligations afforded to Ordinary Shareholders
      of the Company and will subject the Holder to certain rights of first
      refusal and other provisions as set forth in the Articles.

	 	 	 
		8.2 	
      This Warrant may not be assigned or transferred by the
      Holder without the prior written approval of the Company, which approval
      may not be unreasonably held or delayed. Such assignment or transfer will
      be made (if approved by the Company) subject to surrender of the Warrant
      with a properly executed assignment at the principal office of the
      Company.

	 	 	 
		8.3 	
      This Warrant shall be governed, construed and interpreted
      in accordance with the laws of the State of Israel, without giving effect
      to principles of conflicts of law.



Given in ______, Israel, this ___ day of ___, 2012

	         
      “signed”	 
	Savicell Diagnostic Ltd. 	 


Name: 
Title 

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