NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE
TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144
OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


MORRIA BIOPHARMACEUTICALS PLC


 


Series
B Warrant To Purchase Ordinary Shares


 


Warrant No.: ___


Date of Issuance: ________ (“Issuance
Date”)


 


Morria Biopharmaceuticals
PLC, a public limited company formed under the laws of England and Wales (the “Company”), hereby certifies that,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, __________, the registered
holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Series B Warrant to Purchase
Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, the “Warrant”),
at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined
below), ________ (_____________) (subject to adjustment as provided herein) fully paid and non-assessable Ordinary Shares
(as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this
Warrant shall have the meanings set forth in Section 16. This Warrant is one of the Series B Warrants to Purchase Ordinary Shares
(the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of
____________, 2013, by and among the Company and the investors (the “Buyers”) referred to therein (the “Securities
Purchase Agreement”).


 






    	 



    	 



    

 


		1.	EXERCISE OF WARRANT.



 


(a)Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(f)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date, in whole or in part, by delivery (whether
via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid,
the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise
multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”)
in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that
such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver
the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect
to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance
of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise
Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant
after delivery of the Warrant Shares in accordance with the terms hereof. On or before the second (2nd) Trading Day following the
date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation
of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer
agent (which, for the avoidance of doubt, may be the Company prior to the Self Filing Effective Date (as defined in the Securities
Purchase Agreement)) (the “Transfer Agent”). On or before the third (3rd) Trading Day following the
date on which the Company has received such Exercise Notice, the Company shall instruct and otherwise use its reasonable best efforts
to cause the Transfer Agent to accomplish, on or prior to such third (3rd) Trading Day, the following: (X) provided
that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program, 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 DTC through its Deposit/Withdrawal at Custodian
system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver
to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each
case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice),
for the number of Ordinary Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice,
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 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). If this Warrant is submitted in
connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted
for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder,
the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense,
issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised. No fractional Ordinary Shares are to be issued upon the exercise of this Warrant,
but rather the number of Ordinary Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any
and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.






    	2



    	 



    

 


(b)Exercise
Price. For purposes of this Warrant, “Exercise Price” means $2.00, subject to adjustment as provided
herein.


 


(c)Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on the first (1st)
Trading Day immediately following the Company’s receipt of the applicable Exercise Notice from a Holder, to give notice to
and instruct, and otherwise use the Company’s reasonable best efforts to cause, the Transfer Agent to thereafter promptly
issue to such Holder a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary
Shares on the Company’s share register or to credit the Holder’s or it’s designee’s balance account with
DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the
case may be) (a “Delivery Failure”), then, in addition to all other remedies available to the Holder, the Holder
may declare the Company to be in breach under this Warrant. Furthermore, the Holder, upon written notice to the Company, may void
its Exercise Notice with respect to, and retain or have returned (as the case may be) any portion of this Warrant that has not
been converted pursuant to such Exercise Notice, provided that the voiding of a Exercise Notice shall not affect the Company’s
obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise.
In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of the applicable Exercise Notice,
the Company shall fail to issue and deliver a certificate to the Holder and register such Ordinary Shares on the Company’s
share register or credit the Holder’s balance account with DTC for the number of Ordinary Shares to which the Holder is entitled
upon the Holder’s exercise hereunder (as the case may be), and if on or after such third (3rd) Trading Day, the
Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise)
Ordinary Shares to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Ordinary Shares, or a
sale of a number of Ordinary Shares equal to all or any portion of the number of Ordinary Shares, issuable upon such exercise that
the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company
shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash
to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf,
of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such
certificate or credit the Holder’s balance account with DTC for the number of Ordinary Shares to which the Holder is entitled
upon the Holder’s exercise hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (ii) promptly
honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit
the Holder’s balance account with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s
exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of Ordinary Shares multiplied by (B) the lowest Closing Sale Price of the Common Stock on any
Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance
and payment under this clause (ii).






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(d)Cashless
Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at any time after the
one year anniversary of the Issuance Date, a Registration Statement (as defined in the Registration Rights Agreement (as defined
in the Securities Purchase Agreement)) is not effective (or the prospectus contained therein is not available for use) for the
resale by the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole
or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment
of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Ordinary Shares determined
according to the following formula (a “Cashless Exercise”):


 


                          Net Number =
(A x B) - (A x C)


 


                                                            B


 


                          For purposes of the
foregoing formula:


 


A= the total number of shares with
respect to which this Warrant is then being exercised.


 


B= as applicable: (i) the Closing
Sale Price of the Ordinary Shares or American depositary shares or receipts representing Ordinary Shares (the “ADSs”)
on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed
and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to
Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64)
of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Ordinary Shares
or ADSs as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during
“regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(a)
hereof or (iii) the Closing Sale Price of the Ordinary Shares or ADSs on the date of the applicable Exercise Notice if the date
of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof
after the close of “regular trading hours” on such Trading Day.


 


C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


(e)Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 13.


 


(f)Limitations
on Exercises.






    	4



    	 



    

 


(i)Beneficial Ownership.
Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof
to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the Ordinary Shares. To the extent the above limitation applies, the determination
of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned
by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by
the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company
for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph
shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination
of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including,
without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d)
of the 1934 Act (as defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. The provisions
of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership
limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage
limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Ordinary
Shares shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of
holders of a majority of its Ordinary Shares. For any reason at any time, upon the written or oral request of the Holder, the Company
shall within one (1) Business Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding, including
by virtue of any prior conversion or exercise of convertible or exercisable securities into Ordinary Shares, including, without
limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement.






    	5



    	 



    

 


(ii)Call
Provision. Subject to the provisions of Section 1(f)(i) and this Section 1(f)(ii), if, after the Issuance Date, (i) the Closing
Sale Price for each of 20 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day
period shall not have commenced until after the Issuance Date) exceeds $3.75 (subject to adjustment for forward and reverse stock
splits, recapitalizations, stock dividends and the like after the Issuance Date), (ii) the average daily volume for such Measurement
Period exceeds 75,000 Ordinary Shares or ADSs (subject to adjustment for forward and reverse stock splits, recapitalizations, stock
dividends and the like after the Issuance Date) and (iii) the Holder is not in possession of any information that constitutes,
or might constitute, material non-public information which was provided by the Company, then the Company may, within three (3)
Trading Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an Exercise
Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Warrant Share.
To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”),
indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth
below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined
below), then any portion of this Warrant subject to such Call Notice for which an Exercise Notice shall not have been received
by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is
received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which
the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees
that it will honor all Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30
p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice delivered following a Call Notice which
calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing
the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder
to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time)
on the Call Date the Holder tenders an Exercise Notice in respect of 50 Warrant Shares, then (x) on the Call Date the right under
this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under
this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the
Call Notice, and (z) the Holder may, until the Expiration Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment
as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 1(f)(ii), the Company
may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Notice.
Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation
of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call
Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Exercise Notices delivered by 6:30 p.m.
(New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus
thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Ordinary Shares or ADSs shall
be listed or quoted for trading on the Principal Market, and (4) there is a sufficient number of authorized Ordinary Shares for
issuance of all Securities under the Transaction Documents, and (5) the issuance of the Warrant Shares shall not cause a breach
of any provision of Section 1(f)(i) herein. The Company’s right to call the Warrants under this Section 1(f)(ii) shall be
exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.


 


(g)Insufficient
Authorized Shares. The Company shall at all times keep reserved for issuance under
this Warrant a number of Ordinary Shares as shall be necessary to satisfy the Company’s obligation to issue Ordinary Shares
hereunder (without regard to any limitation otherwise contained herein with respect to the number of Ordinary Shares that may be
acquirable upon exercise of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time while
any of the SPA Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved Ordinary
Shares to satisfy its obligation to reserve for issuance upon exercise of the SPA Warrants at least a number of Ordinary Shares
equal to the number of Ordinary Shares as shall from time to time be necessary to effect the exercise of all of the SPA Warrants
then outstanding without giving effect to any limitation otherwise contained herein with respect to the number of Ordinary Shares
that may be acquirable upon exercise of this Warrant (the “Required Reserve Amount”) (an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized
Ordinary Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the SPA Warrants then
outstanding. Without limiting the generality of the foregoing sentence, to the extent required by law or the rules of the Eligible
Market on which the Ordinary Shares or ADSs are traded or quoted, as soon as practicable after the date of the occurrence of an
Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the
Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized Ordinary Shares. In
connection with such meeting, to the extent required by law or the rules of the Eligible Market on which the Ordinary Shares or
ADSs are traded or quoted, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to
solicit its stockholders’ approval of such increase in authorized Ordinary Shares and to cause its board of directors to
recommend to the stockholders that they approve such proposal.






    	6



    	 



    

 


2.ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. 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 2.


 


(a)Stock Dividends
and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the date of the Securities
Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding Ordinary Shares or otherwise makes
a distribution on any class of capital stock that is payable in Ordinary Shares, (ii) subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its then outstanding Ordinary Shares into a larger number of shares or (iii)
combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding Ordinary Shares into a
smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of Ordinary Shares outstanding immediately before such event and of which the denominator 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 stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.






    	7



    	 



    

 


(b)Subsequent
Warrant Sales. Until the later of the two year anniversary date of (i) the Effective Date (as defined in the Registration Rights
Agreement) or (ii) the date immediately following the 20 consecutive Trading Days wherein the trading volume for the Ordinary Shares
or ADSs on the Principal Market exceeds $100,000 per Trading Day, which 20 consecutive Trading Day period shall have commenced
only after the Effective Date, if the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding,
shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce
any offer, sale, grant or any option to purchase or other disposition) any warrants, options or other similar instruments to purchase
Ordinary Shares, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base
Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed
that if the holder of the warrants to purchase Ordinary Shares so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights
per share which are issued in connection with such issuance, be entitled to receive Ordinary Shares at an effective price per share
that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date
of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance, the Exercise
Price shall be reduced and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such warrants to
purchase Ordinary Shares are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section
2(b) in respect of any Excluded Securities. The Company shall notify the Holder, in writing, no later than the third Trading Day
following the issuance or deemed issuance of any warrants to purchase Ordinary Shares subject to this Section 2(b), indicating
therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such
notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides
a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled
to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the
Base Share Price in the Notice of Exercise.


 


(c)Number of
Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 2, 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 adjusted number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained
herein).


 


(d)Other Events.
In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall take any action to which
the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or
if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features),
then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise
Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment
pursuant to this Section 2(d) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined
pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting its
interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith,
upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination
shall be final and binding and whose fees and expenses shall be borne by the non-prevailing party.


 


(e)Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,
as applicable. The number of Ordinary Shares outstanding at any given time shall not include shares owned or held by or for the
account of the Company, and the disposition of any such shares shall be considered an issue or sale of Ordinary Shares.






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3.RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make
any dividend 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 cash, stock 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 Maximum Percentage) immediately before the date on 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, to the extent that the Holder’s right to participate in any
such Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Distribution to such extent (or the beneficial ownership of any such Ordinary Shares as a result of such Distribution to
such extent) and such Distribution to such extent 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 Maximum Percentage).


 


		4.	PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.



 


(a)Subsequent
Rights Offerings. If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants to
all holders of Ordinary Shares (and not to the Holder) entitling them to subscribe for or purchase Ordinary Shares at a price per
share less than the VWAP on the record date mentioned below, then the Exercise Price shall be multiplied by a fraction, of which
the denominator shall be the number of Ordinary Shares outstanding on the date of issuance of such rights, options or warrants
plus the number of additional Ordinary Shares offered for subscription or purchase, and of which the numerator shall be the number
of Ordinary Shares outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the
aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration
payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever
such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination
of stockholders entitled to receive such rights, options or warrants.






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(b)Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i)  the Successor Entity
assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in
the Securities Purchase Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements in form
and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including
agreements to 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, including, without limitation, which is exercisable for a corresponding
number of shares of capital stock 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 adjustments to the 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) and (ii) the Successor Entity (including its Parent Entity) is
a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the consummation
of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date
of the applicable 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. Upon consummation of each Fundamental Transaction, the Successor Entity
shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation
of the applicable Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets or other property
(except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable
upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly traded common stock
(or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive
upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable
Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the
provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of
each Fundamental Transaction pursuant to which holders of Ordinary Shares are entitled to receive securities or other assets with
respect to or in exchange for Ordinary Shares (a “Corporate Event”), the Company shall make appropriate provision
to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation
of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of Ordinary Shares (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would
have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately
prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision
made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.


 


(c)Black Scholes
Value. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered at any
time commencing on the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation of any
Fundamental Transaction and (z) the Holder first becoming aware of any Fundamental Transaction through the date that is ninety
(90) days after the public disclosure of the consummation of such Fundamental Transaction by the Company pursuant to a Report of
Foreign Private Issuer on Form 6-K filed with the SEC, the Company or the Successor Entity (as the case may be) shall purchase
this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes
Value.






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(d)Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events
and shall be applied as if this Warrant (and any such subsequent warrants, options or other instruments or securities) were fully
exercisable and without regard to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be
entitled to the benefit of the Maximum Percentage, applied however with respect to shares of capital stock registered under the
1934 Act and thereafter receivable upon exercise of this Warrant (and any such subsequent warrants, options or other instruments
or securities)).


 


5.NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Memorandum of Association (as defined in
the Securities Purchase Agreement), Articles of Association (as defined in the Securities Purchase Agreement) or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Ordinary Shares
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as
may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Ordinary
Shares upon the exercise of this Warrant, and (iii) shall, so long as any of the SPA Warrants are outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued Ordinary Shares, solely for the purpose of effecting
the exercise of the SPA Warrants, the maximum number of Ordinary Shares as shall from time to time be necessary to effect the exercise
of the SPA Warrants then outstanding (without regard to any limitations on exercise).


 


6.WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as
the Holder of this Warrant, any of the rights of a stockholder 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, 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 it 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 stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.






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7.REISSUANCE
OF WARRANTS.


 


(a)Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)Lost, Stolen
or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as
such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall
execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.


 


(c)Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional
Ordinary Shares shall be given.


 


(d)Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)
or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of Ordinary Shares underlying the
other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant),
(iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv)
shall have the same rights and conditions as this Warrant.


 


8.NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 10(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all
actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without
limiting the generality of the foregoing, the Company will give written notice to the Holder (i) promptly upon each adjustment
of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of
such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Ordinary Shares, (B) with respect to any grants, issuances or sales of
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of Ordinary
Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided
in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. On and after the
Self Filing Effective Date, to the extent that any notice provided hereunder constitutes, or contains, material, non-public information
regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the SEC (as defined in
the Securities Purchase Agreement) pursuant to a Report of Foreign Private Issuer on Form 6-K. It is expressly understood and agreed
that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged
by the Company.






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9.AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f)(i)) 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. The Holder shall be entitled, at its option, to the benefit of any
amendment of (i) any other similar warrant issued under the Securities Purchase Agreement or (ii) any other similar warrant. No
waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.


 


10.SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


11.GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company 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 brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from
bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations
to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.






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12.CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have
the meanings ascribed to such terms on the Closing Date (as defined in the Securities Purchase Agreement) in such other Transaction
Documents unless otherwise consented to in writing by the Holder.


 


13.DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Bid Price or
fair market value or the arithmetic calculation of the Warrant Shares (as the case may be), the Company or the Holder (as the case
may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within two (2)
Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may
be) or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such
dispute (including, without limitation, as to whether any issuance or sale or deemed issuance or sale was an issuance or sale or
deemed issuance or sale of Excluded Securities). If the Holder and the Company are unable to agree upon such determination or calculation
(as the case may be) of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the number of Warrant
Shares (as the case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted
to the Company or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a)
the disputed determination of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value (as the case may be)
to an independent, reputable investment bank selected by the Holder and reasonably acceptable to the Company or (b) the disputed
arithmetic calculation of the Warrant Shares to an independent, outside accountant selected by the Holder and reasonably acceptable
to the Company. The Company shall cause the investment bank or the accountant (as the case may be) to perform the determinations
or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten (10) Business Days
from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s
determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable error. All costs incurred
in connection with a dispute pursuant to this Section 13 shall be borne by the non-prevailing party.






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14.REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants
to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts
set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts
to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company
(or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other
security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder
to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without
limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the
exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect
thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.


 


15.TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise
be required by Section 3(g) of the Securities Purchase Agreement.


 


16.CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)“Bid
Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal
Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the bid price of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply,
the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination,
the average of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets
Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security as
of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination
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 such dispute shall be resolved in accordance with the procedures in Section 13.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.






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(b)“Black
Scholes Consideration Value” means (i) on or after the Initial Quotation Date, the value of the applicable Option or
Convertible Security (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg utilizing (A) an underlying price per share equal to the Closing
Sale Price of the Ordinary Shares or ADSs on the Trading Day immediately preceding the public announcement of the execution of
definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (B) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option or Convertible Security
(as the case may be) as of the date of issuance of such Option or Convertible Security (as the case may be) and (C) an expected
volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing
a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option or Convertible
Security (as the case may be), and (ii) prior to the Initial Quotation Date, the fair market value of the applicable Option or
Convertible Security (as the case may be) as mutually determined by the Company and the Required Holders. If the Company and the
Holder are unable to agree upon the fair market value of the applicable Option or Convertible Security (as the case may be), then
such dispute shall be resolved in accordance with the procedures in Section 13.


 


(c)“Black
Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s
request pursuant to Section 4(c), which value (i) on or after the Initial Quotation Date, is calculated using the Black Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (A) an underlying price per share equal
to the greater of (1) the highest Closing Sale Price of the Ordinary Shares or ADSs during the period beginning on the Trading
Day immediately preceding the earliest to occur of (x) the public disclosure of the applicable Fundamental Transaction, (y) the
consummation of the applicable Fundamental Transaction and (z) the date on which the Holder first became aware of the applicable
Fundamental Transaction and ending on the Trading Day of the Holder’s request pursuant to Section 4(c) and (2) the sum of
the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration
being offered in the applicable Fundamental Transaction (if any), (B) a strike price equal to the Exercise Price in effect on the
date of the Holder’s request pursuant to Section 4(c), (C) a risk-free interest rate corresponding to the U.S. Treasury rate
for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s request pursuant
to Section 4(c) and (2) the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction
or as of the date of the Holder’s request pursuant to Section 4(c) if such request is prior to the date of the consummation
of the applicable Fundamental Transaction and (D) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately
following the earliest to occur of (x) the public disclosure of the applicable Fundamental Transaction, (y) the consummation of
the applicable Fundamental Transaction and (z) the date on which the Holder first became aware of the applicable Fundamental Transaction,
and (ii) prior to the Initial Quotation Date, shall be based on the fair market value of the unexercised portion of this Warrant
remaining on the date of the Holder’s request pursuant to Section 4(c) as mutually determined by the Company and the Required
Holders. If the Company and the Holder are unable to agree upon the fair market value of the unexercised portion of this Warrant
remaining on the date of the Holder’s request pursuant to Section 4(c), then such dispute shall be resolved in accordance
with the procedures in Section 13.






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(d)“Bloomberg”
means Bloomberg, L.P.


 


(e)“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or London,
England are authorized or required by law to remain closed.


 


(f)“Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Principal Market,
as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing
trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if
the Principal Market is not the principal securities exchange or trading market for such security, the last trade price of such
security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg,
or if the foregoing does 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, or, if no last trade price is reported for such security by Bloomberg, the average
of the ask prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc.
(formerly Pink Sheets LLC). 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 such dispute
shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


(g) “Convertible
Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any
Ordinary Shares.


 


(h)“Eligible
Market” means The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Capital Market or the Principal Market.


 


(i)“Expiration
Date” means the date that is the earlier of (a) 12 months following the Effective Date and (b) 14 months from the Issuance
Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market
(a “Holiday”), the next date that is not a Holiday.






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(j)“Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation)
any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its
respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares
of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making
or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other
Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company 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 stock or share purchase agreement or other business combination), , or (ii) any
“person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and
the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding
Voting Stock of the Company.


 


(k)“Initial
Quotation Date” means the date on which the Company obtains the listing or quotation of the Ordinary Shares on the Principal
Market in accordance with Section 5(f) of the Securities Purchase Agreement.


 


(l)“Options”
means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.


 


(m)“Ordinary
Shares” means (i) the Company’s ordinary shares, £0.01 par value per share, and (ii) any capital stock
into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary
shares.


 


(n)“Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(o) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


(p)“Principal
Market” means the Over-the-Counter Bulletin Board of the Financial Industry Regulatory Authority, Inc.


 


(q)“Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.






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(r)“Trading
Day” means, as applicable, (x) with respect to all price determinations relating to the Ordinary Shares or ADSs, (A)
on and after the Initial Quotation Date, any day on which the Ordinary Shares or ADSs are traded on the Principal Market, or, if
the Principal Market is not the principal trading market for the Ordinary Shares or ADSs, then on the principal securities exchange
or securities market on which the Ordinary Shares or ADSs are then traded, provided that “Trading Day” shall not include
any day on which the Ordinary Shares or ADSs are scheduled to trade on such exchange or market for less than 4.5 hours or any day
that the Ordinary Shares or ADSs are suspended from trading during the final hour of trading on such exchange or market (or if
such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour
ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder, and (B)
prior to the Initial Quotation Date, any day on which The New York Stock Exchange (or any successor thereto) is open for trading
of securities, or (y) with respect to all determinations other than price determinations relating to the Ordinary Shares, or ADSs
any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 


(s)“Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


 


(t)“VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,
if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not
apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average
of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in
the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If VWAP cannot be calculated for such security
on such date on any of the foregoing bases, the VWAP 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
such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


[signature page follows]



    	19



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance Date set out above.


 


	 	MORRIA BIOPHARMACEUTICALS PLC
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	Dov Elefant
	 	Title:	Chief Financial Officer


 






    	 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE ORDINARY SHARES


 


MORRIA BIOPHARMACEUTICALS PLC


 


 


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Ordinary Shares (“Warrant Shares”)
of Morria Biopharmaceuticals PLC, a public limited company formed under the laws of England and Wales (the “Company”),
evidenced by Warrant No. _______ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.


 


1.Form of Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as:


 


	 	____________	a “Cash Exercise” with respect to _________________
Warrant Shares; and/or
	 	 	 
	 	____________	a “Cashless Exercise” with respect to _______________
Warrant Shares.


 


In the event that the
Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder
hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date
set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.


 


2.Payment of
Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company
in accordance with the terms of the Warrant.


 


3.Delivery of
Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares
in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Date: _______________ __, ______	 	 
	 	 	 
	 	 	 


 


 



    	 



    	 



    

 


	     Name of Registered Holder	 	 
	 	 	 	 
	By:	 	 	 
	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 



 






    	 



    	 



    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and [If prior to the Initial Quotation Date – hereby acknowledges its obligation
to issue the above indicated number of Ordinary Shares to the Holder] [If on or after the Initial Quotation Date –
hereby directs ______________ to issue the above indicated number of shares of Ordinary Shares in accordance with the Transfer
Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________].


 


	 	MORRIA BIOPHARMACEUTICALS PLC
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: