Exhibit 4.4


 


WARRANT AGENT AGREEMENT


 


This Warrant Agent Agreement (the “Warrant
Agent Agreement”) made as of May [●], 2022, is between Saverone 2014 Ltd., an Israeli company (the “Company”),
and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered
trust company (collectively, the “Warrant Agent”).


 


WHEREAS, the Company has determined to issue and
deliver to investors, among other securities, (i) warrants (the “ADS Warrants”) to purchase up to an aggregate of [●]
American Depositary Shares (the “ADS Warrant Shares”) of the Company and (ii) pre-funded warrants (the “Pre-Funded
Warrants” and together with the ADS Warrants, the “Warrants”) to purchase an aggregate of [●] American
Depositary Shares of the Company (the “Pre-Funded Warrant Shares”, and together with the ADS Warrant Shares, the “Warrant
Shares”), pursuant to an Underwriting Agreement entered into between the Company and ThinkEquity LLC, dated May [●], 2022
(the “Underwriting Agreement”). Pursuant to an option under the Underwriting Agreement, the Company may also issue
and deliver to investors up to an additional [●] ADS Warrants and [●] Pre-Funded Warrants. Each ADS Warrant evidences the
right of the holder thereof to purchase, for an exercise price of $[●], one ADS Warrant Share, as subject to adjustment as described
in the Warrant Certificate (as defined below) and each Pre-Funded Warrant evidences the right of the holder thereof to purchase, for an
exercise price of $[●], one Pre-Funded Warrant Share, as subject to adjustment as described in the Warrant Certificate (as defined
below) (each such exercise price, the “Warrant Price”);


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires to provide for the
form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of
rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the legally valid and binding obligations of the Company, and to authorize the execution and delivery of this
Warrant Agent Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agent Agreement (and no implied
terms or conditions).


 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant shall
be (a) issued in book-entry form or (b) in substantially the form of Exhibit A and Exhibit B, respectively, attached hereto,
the provisions of which are incorporated herein, and signed by, or bear the facsimile or .pdf signature of, the Chief Executive Officer,
Chief Financial Officer of the Company and such other officers of the Company as the Company may designate (each and “Authorized
Signatory” and, collectively, the “Authorized Signatory”). In the event the person whose facsimile or .pdf
signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the
Warrants shall initially be represented by one or more book-entry positions (the “Book-Entry Warrant”). In the event
of any conflict between the terms of the ADS Warrant, in the form of Exhibit A attached hereto, or the Pre-Funded Warrant, in the
form of Exhibit B attached hereto, respectively, and the terms of this Warrant Agency Agreement, the terms of the ADS Warrant and
Pre-Funded Warrant shall control, provided, however, that all provisions with respect to the rights, duties, obligations, protections,
immunities and liability of the Warrant Agent only shall be determined and interpreted solely by the provisions of this Agreement.


 






     


     


    

 


2.2 Registration.


 


2.2.1 Warrant Register. The Warrant Agent
shall maintain books (“Warrant Register”) for the registration of the original issuance and registration of transfers
of the Warrants. Upon the initial issuance of the Warrants, at the Company’s written request, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with the instructions
delivered to the Warrant Agent by the Company. To the extent the Warrants are DTC eligible as of
the date of issuance (the “Issuance Date”), all of the Warrants shall be represented by one or more Book-Entry Warrants
deposited with the Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., a nominee
of the Depository. Ownership of beneficial interests in the Book-Entry Warrants shall be shown on, and the transfer of such ownership
shall be effected through, records maintained (i) by the Depository or its nominee for each Book-Entry Warrant; (ii) by institutions that
have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”); or
(iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such
direct registration. If the Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry
settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
settlement within ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Company
does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no
longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository
to deliver to the Warrant Agent for cancellation each Book-Entry Warrant, and the Company shall instruct the Warrant Agent to deliver
to the Depository definitive certificates in physical form evidencing such Warrants in substantially the form annexed hereto as Exhibit
A and Exhibit B, as applicable.


 


2.2.2 Registered Holder. Prior to due presentment
for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered in the Warrant Register (“Registered Holder”), as the absolute owner of such Warrant and of each
Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate (as defined below)
made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Any person in whose name ownership of a beneficial
interest in the Warrants evidenced by a Book-Entry Warrant is recorded in the records maintained by the Depository or its nominee shall
be deemed the “beneficial owner” thereof.


 


2.2.3 Notwithstanding anything contained herein,
a Registered Holder or if the Book Entry Warrants are deposited with the Depositary, the beneficial owner, has the right, upon written
notice to the Warrant Agent (in form and substance acceptable to the Warrant Agent), to request a physical warrant certificate in substantially
the form of Exhibit A and Exhibit B, respectively, each as attached hereto, for the same number of Warrants as are registered
in the name of such Registered Holder or beneficial owner, as applicable, in the records maintained by the Warrant Agent (a “Warrant
Certificate”). Such Warrant Certificate shall be dated the original issue date of the Warrants and shall be executed by an Authorized
Signatory. The Warrant Agent shall deliver the Warrant Certificate to the Registered Holder as promptly as practicable. To the extent
that the Company requests that the Warrant Agent delivers a Warrant Certificate to a Registered Holder or beneficial owner, as applicable,
prior to the closing date of the transactions under the Underwriting Agreement or the closing date of the option granted by the Company
under the Underwriting Agreement, then the Warrant Agent shall deliver such Warrant Certificate as promptly as practicable following the
receipt of such request.


 


2.3 Opinion of Counsel.
The Company shall provide an opinion of counsel reasonably satisfactory to the Warrant Agent prior to the effective date of this Warrant
Agent Agreement to set up a reserve of Warrants and related Warrant Shares. The opinion of counsel shall state that all Warrants or Warrant
Shares, as applicable, are: (1) registered under the Securities Act of 1933, as amended, or are exempt from such registration, and all
appropriate state securities law filings have been made with respect to the warrants or shares; and (2) validly issued, fully paid and
non-assessable.


 






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3. Exercise of Warrants; Transfer; Exchanges.
Subject to the provisions of the Warrants and this Warrant Agent Agreement, a Warrant may be exercised by the Registered Holder thereof
by delivering to the office of the Warrant Agent, or at the office of its successor as Warrant Agent, the notice of exercise, as set forth
in the Warrant, duly executed and properly completed, and by paying in full, in lawful money of the United States by wire transfer to
the Warrant Agent (or, if available, pursuant to the cashless exercise feature as set forth in such Warrant, all cashless exercises should
be directed to the Company for calculation of the applicable number of Warrant Shares issuable upon such cashless exercise and upon completion
of such calculation by the Company, the Company shall provide the Warrant Agent with issuance instructions), the respective Warrant Price
for each full Warrant Share as to which the Warrant is exercised and the issuance of the Warrant Shares by the Warrant Agent as set forth
in the applicable Warrant. In no event shall the Registered Holder of any Warrant be entitled to “net cash settle” the Warrant.
The Warrant Agent will transmit to the Company the funds received from the Registered Holders for the exercise of the Warrants by the
5th business day of the month following the acceptance of such funds. No ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required; provided, however,
that in the case of notice of exercise that involves transfer of ownership, (for purposes of clarity, transfer of ownership shall not
include issuance of Warrant Shares to the Registered Holder of the Warrants), or change in the name of the registered holder, the Warrant
Agent may reasonably request such documentation to accompany the Notice of Exercise, including a signature guarantee from an eligible
guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “Signature
Guarantee”). In the event of a cash exercise of the Warrants, the Company hereby instructs the Warrant Agent to record cost
basis for newly issued Warrant Shares to be equal to the exercise price thereof. Warrants shall be transferred or exchanged under the
terms set forth in Exhibit A or Exhibit B, as applicable. All Warrant Certificates surrendered for the purpose of transfer,
split up, combination or exchange, when surrendered to the Warrant Agent shall be accompanied by a Signature Guarantee.


4. Concerning the Warrant Agent and Other Matters.


 


4.1 Payment of Taxes. The Company will,
from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance
or delivery of Warrant Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect
of the Warrants or such shares. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Warrant
Agent Agreement or any Warrant Certificate that requires the payment of taxes and/or charges unless and until it is satisfied that all
such payments have been made.


 


4.2 Resignation, Consolidation, or Merger of
Warrant Agent.


 


4.2.1 Appointment of Successor Warrant Agent.
The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving thirty (30) days’ notice in writing to the Company. Removal of the Warrant Agent by the Company shall be
subject to thirty (30) days’ notice in writing by the Company to the Warrant Agent. In the event any transfer agency relationship
in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be
discharged from its duties under this Warrant Agent Agreement as of the effective date of such termination. If the office of the Warrant
Agent becomes vacant by removal, resignation or incapacity to act or otherwise, the Company shall appoint, in writing, a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such
notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of
the State of New York for the County of New York for the appointment of a successor Warrant Agent. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be an entity organized and existing under the laws of the State of New York, in good
standing and have its principal office in the State of New York, and be authorized under such laws to exercise corporate trust power and
subject to supervision or examination by federal or state authorities. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but, if for any reason it becomes· necessary or appropriate,
the predecessor Warrant Agent shall execute and deliver, at the expense of the Company and without assumption of any additional liability
in connection therewith, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and, upon request of any successor Warrant Agent, the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties and obligations.


 






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4.2.2 Notice of Successor Warrant Agent. In
the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the
transfer agent for the Warrant Shares not later than the effective date of any such appointment.


 


4.2.3 Merger or Consolidation of Warrant Agent.
Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or
consolidation to which the Warrant Agent shall be a party or any entity which purchases all or substantially all of the assets of the
Warrant Agent shall be the successor Warrant Agent under this Warrant Agent Agreement without any further act on the part of the Company
or the Warrant Agent.


 


4.3 Fees and Expenses of Warrant Agent.


 


4.3.1 Remuneration. The Company agrees to
pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder as set forth in a mutually agreed upon fee schedule
executed on or before the date hereof and will reimburse the Warrant Agent upon demand for all of its reasonable expenses and counsel
fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Warrant
Agent Agreement and the exercise and performance of its duties hereunder.


4.3.2 Further Assurances. The Company agrees
to perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered, all such further and other
acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions
of this Warrant Agent Agreement.






4.4 Liability of Warrant Agent.


 


4.4.1 Reliance on Company Statement. Whenever,
in the performance of its duties under this Warrant Agent Agreement, the Warrant Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement
signed by an Authorized Signatory, and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken
or suffered by it pursuant to the provisions of this Warrant Agent Agreement. From time to time, Company may provide Warrant Agent with
instructions concerning the services performed by the Warrant Agent hereunder. In addition, at any time Warrant Agent may apply to any
officer of Company for instruction, and may consult with legal counsel for Warrant Agent or Company with respect to any matter arising
in connection with the services to be performed by the Warrant Agent under this Agreement. Warrant Agent and its agents and subcontractors
shall not be liable and shall be indemnified by Company for any action taken or omitted by Warrant Agent in reliance upon any Company
instructions or upon the advice or opinion of such counsel. Warrant Agent shall not be held to have notice of any change of authority
of any person, until receipt of written notice thereof from Company.


 


4.4.2 Indemnity. The Warrant Agent shall be
liable hereunder only for its own gross negligence, willful misconduct or bad faith (each as determined by a court of competent jurisdiction
in final and non-appealable decision). The Company agrees to indemnify the Warrant Agent and save it harmless against any costs, expenses
(including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become
subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant
hereto, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (each as determined by a court
of competent jurisdiction in a final and non-appealable decision). The costs and expenses incurred in enforcing this right of indemnification
shall be paid by the Company.


 






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4.4.3 Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity of this Warrant Agent Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof). The Warrant Agent shall not be liable for or by reason of any of the statements of fact
or recitals contained in this Warrant Agency Agreement or in the Warrant (except its countersignature thereof) or be required to verify
the same, and all such statements and recitals are and shall be deemed to have been made by the Company only; nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Warrant Agent Agreement or in any Warrant; nor shall it be
responsible to make any adjustments required under the adjustment provisions contained in the Warrants or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall
it, by any act hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any Warrant Shares
to be issued pursuant to this Warrant Agent Agreement or any Warrant or as to whether any Warrant Shares will, when issued, be valid,
fully paid and nonassessable.


 


4.4.4 Limitation of Liability. Notwithstanding
anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agent Agreement
with respect to, arising from, or arising in connection with this Warrant Agent Agreement, or from all services provided or omitted to
be provided under this Warrant Agent Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the
amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve
(12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Warrant Agent
Agreement shall be liable to the other party or any other person or entity for any consequential, indirect, special or incidental damages
under any provisions of this Warrant Agent Agreement or for any consequential, indirect, punitive, special or incidental damages arising
out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.


4.5 Rights and Duties of Warrant Agent.


 


4.5.1 Counsel. The Warrant Agent may consult
with legal counsel (who may be legal counsel for the Company), and the opinion or advice of such counsel shall be full and complete authorization
and protection to the Warrant Agent as to any action taken or omitted by it in accordance with such opinion or advice.


 


4.5.2 No Duty of Demand. The Warrant Agent
shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants with respect to
any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


4.5.3 Reliance on Attorneys and Agents. The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross
negligence, bad faith or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction)
in the selection and continued employment thereof.


 


4.5.4. Company Instructions. The Warrant Agent
may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted
to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or
other document, or any security delivered to it, and believed by it to be genuine and to have been made or signed by the proper party
or parties, or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting
as Warrant Agent hereunder.


 


4.5.5. No Risk of Own Funds. The Warrant Agent
shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense or
liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory
to it.


 


4.6 Acceptance of Agency. The Warrant Agent
shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof (and no
duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship of agency or trust
with any of the owners or holders of the Warrants. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.


 






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4.7 Survival. The provisions of Section
4.3, Section 4.4, Section 4.5 and Section 4.6 shall survive the expiration of the Warrants, the termination of this Warrant Agent Agreement
and the resignation, replacement or removal of the Warrant Agent.


 


5. Notices of Changes in Warrant. Upon every
adjustment of the exercise price of a Warrant or the number of shares issuable upon exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant exercise price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based. The Warrant Agent shall be fully protected in and shall
not be liable for relying upon such a notice.


6. Reservation of Warrant Shares. The Company
shall at all times reserve and keep available a number of its authorized but unissued Warrant Shares that will be sufficient to permit
the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agent Agreement.


 


7. Miscellaneous Provisions.


 


7.1 Loss. Theft. Destruction or Mutilation
of Warrant. Upon receipt by the Company or the Warrant Agent of evidence reasonably satisfactory to them of the loss, theft, destruction
or mutilation of the Warrants or any stock certificate relating to shares underlying the Warrants, and in case of loss theft or destruction,
of indemnity or security reasonably satisfactory to them (including, posting a bond), and reimbursement to the Company and the Warrant
Agent of all reasonable expenses incidental thereto. and upon surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Warrant Agent will deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.


 


7.2 Successors. All the covenants and provisions
of this Warrant Agent Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.


 


7.3 Notices. Any notice, statement or demand
authorized by this Warrant Agent Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be in writing and shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until
another address is filed in writing by the Company with the Warrant Agent) as follows:


 


SaverOne 2014 Ltd.


Em Hamoshavot Rd. 94


Petah Tikvah, Israel


Attention: Ori Gilboa


Email: Orig@saver.one


with a copy (which shall not constitute
notice) to:


 


McDermott Will & Emery LLP


One Vanderbilt Avenue


New York, NY 10017-3852


Attention: Gary Emmanuel, Esq.


Email: gemmanuel@mwe.com


 


Any notice) statement or demand authorized by this Warrant Agent Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be in writing and shall be delivered
by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by
the Warrant Agent with the Company), as follows:


 


Computershare Inc.


Computershare Trust Company, N.A.


150 Royall Street


Canton, MA 02021


Attention: Client Services



 






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Any notice, statement or demand authorized to be given or made by the
Warrant Agent or the Company to the holder of any Warrant shall be in writing and shall be delivered by hand or sent by first-class mail,
postage prepaid or registered or certified mail or overnight courier service, addressed, at the last address set forth for such holder
in the Warrant Register.


Any notice, sent pursuant to this Warrant Agent Agreement shall be
effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next
business day of the delivery to the courier, if sent by registered or certified mail on the third business day after registration or certification
thereof, and if sent by first class mail on the fifth business day after mailing.


 


7.4 Applicable Law. The validity, interpretation,
and performance of this Warrant Agent Agreement and of the Warrants shall be governed in all respects by the laws of the State of New
York, without giving effect to conflict of laws that would result in the application of the substantive laws of another jurisdiction.
The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant Agent
Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed
to it at the address set forth in Section 7.3 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon
the Company in any action, proceeding or claim.


 


7.5 Examination of the Warrant Agent Agreement.
A copy of this Warrant Agent Agreement shall be available at all reasonable times at the office of the Warrant Agent for inspection by
the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his, her or its Warrant for inspection.


 


7.6 Counterparts; Signatures. This Warrant
Agent Agreement may be executed in any number of counterparts, and each of such counterparts shall, for all purposes, be deemed to be
an original, and all such counterparts shall together constitute one and the same instrument. Facsimile signatures (or .pdf copy
via e-mail attachment) shall constitute original signatures for all purposes of this Warrant Agent Agreement.


 


7.7 Effect of Headings. The section headings
herein are for convenience only and are not part of this Warrant Agent Agreement and shall not affect the interpretation thereof.


 


7.8 Amendments. The Company and the Warrant
Agent may amend this Warrant Agent Agreement by executing a Supplemental Agreement with the consent of the Holders of not fewer than a
majority of the unexercised Warrants affected by such amendment, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Warrant Agent Agreement; provided however, that, without the consent of each of Registered
Holders affected thereby, no such amendment may be made that changes the Warrants. Upon the delivery of a certificate from an Authorized
Signatory which states that the proposed amendment is in compliance with the terms of this Section 7.8, the Warrant Agent shall execute
such amendment. Notwithstanding anything in this Warrant Agent Agreement to the contrary, the Warrant Agent shall not be required to execute
any amendment to this Warrant Agent Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities
under this Warrant Agent Agreement. No amendment to this Warrant Agent Agreement shall be effective unless duly executed by the Warrant
Agent.


 


7.9 Severability. This Warrant Agent Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Warrant Agent Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto shall use their reasonable best efforts to substitute a valid, legal and enforceable provision, which,
insofar as practicable, implements the original purposes and intents of this Warrant Agent Agreement; provided, however, that if any excluded
provision shall affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled
to resign immediately upon written notice to the Company.


 






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7.10 Persons Having Rights under this Warrant
Agent Agreement. Nothing in this Warrant Agent Agreement expressed and nothing that may be implied from any of the provisions hereof
is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Registered
Holders any right, remedy, or claim under or by reason of this Warrant Agent Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agent Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holder.


 


7.11 Force Majeure. Notwithstanding anything
to the contrary contained herein, the Warrant Agent shall not be liable for any delays or failures in performance resulting from acts
beyond its reasonable control including, without limitation, acts of God, epidemic, pandemic, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunctions of any utilities, communications, or computer facilities, or loss of data due to power
failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war or civil unrest. This provision
has no effect on the Company’s liability for the performance of its obligations under the Warrants.


 


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


 


(Signature Page Follows)


 




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IN WITNESS WHEREOF, this Warrant Agent Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	Saverone 2014 Ltd.
	 	 	 
	 	By:	                       
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	
    Computershare Inc.

    Computershare Trust Company, N.A.

	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 




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EXHIBIT A


Form of ADS Warrant


 


 


 


 




     


     


    

 


EXHIBIT B


Form of Pre-Funded Warrant