Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITIES AS TO
WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
PREFUNDED ORDINARY SHARE PURCHASE WARRANT
SCISPARC LTD.
Warrant Shares: 1,017,391
Date of Issuance: January 26, 2026 (“Issuance Date”)
This PREFUNDED ORDINARY SHARE
PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the Shares
(as defined in the Purchase Agreement (as defined below) to the Holder (as defined below), Xylo Technologies Ltd., an Israeli Company
(including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, SCISPARC LTD., a corporation
incorporated in Israel with principal executive offices located at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel (the “Company”),
1,017,391 Ordinary Shares (the “Warrant Shares”) (whereby such number
may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.
This Warrant is issued by the Company as of the date hereof in connection with that certain asset purchase agreement dated as of January
8, 2026, by and among the Company and the Holder (the “Purchase Agreement”).
Capitalized terms used in
this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section
12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.001, subject to adjustment as provided
herein, and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m.
eastern standard time on the five-year anniversary thereof. The amount of funds to be paid to the Company upon the exercise of this Warrant
shall be zero as this is a warrant which has been fully paid for.
1. EXERCISE OF WARRANT.
(a) Mechanics of Exercise.
Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or
times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in issuance of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares issued hereunder in an
amount equal to the applicable number of Warrant Shares issued. On or before the second Trading Day (the “Warrant Share Delivery
Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent
together with the Exercise Notice, the “Exercise Delivery Documents”), the Company shall (or direct its transfer agent
to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Ordinary Shares to which the Holder is entitled pursuant to
such exercise (or deliver such Ordinary Shares in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery
Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If
this Warrant is submitted in connection with any exercise 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 the Company shall as soon as practicable and in no
event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing
the right to issue the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant
Shares with respect to which this Warrant is exercised.
If the Company fails to cause
its transfer agent to transmit to the Holder the respective Ordinary Shares by the respective Warrant Share Delivery Date, then the Holder
will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under
this Warrant, or otherwise, and such failure shall also be deemed a material breach of this Warrant and the Agreement.
(b) No Fractional Shares.
No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant
Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise
would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional
share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash
equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.
(c) Holder’s Exercise
Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that
after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s
Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and Attribution
Parties shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is
being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion
of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents)
subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any
of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In
addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of
such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership
Limitation. For purposes of this Section 1(c), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number
of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s
transfer agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall
within two Trading Days confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number
of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares
was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding at the time
of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
(d) Compensation for Buy-In
on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company
fails to cause the Company’s transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions of this
Warrant (including but not limited to Section 1(a) above pursuant to an exercise on or before the respective Warrant Share Delivery Date,
and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the
Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within
one (1) business day of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the Ordinary Shares so purchased exceeds (y) the product of (1) the number of Warrant Shares that the Company
was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise
to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder within one (1) business day of Holder’s request the number of Ordinary Shares that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to
pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of
the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as
required pursuant to the terms hereof.
2. ADJUSTMENTS. The
Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:
(a) Distribution of Assets.
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 or other similar transaction (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case:
(i) any Exercise Price
in effect immediately prior to the close of business on the record date fixed for the determination of holders of Ordinary Shares entitled
to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying
such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the Ordinary Shares on the Trading Day
immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of
Directors) applicable to one Ordinary Share, and (ii) the denominator of which shall be the Closing Sale Price of the Ordinary Shares
on the Trading Day immediately preceding such record date; and
(ii) the number of
Warrant Shares shall be increased to a number of shares equal to the number of Ordinary Shares obtainable immediately prior to the close
of business on the record date fixed for the determination of holders of Ordinary Shares entitled to receive the Distribution multiplied
by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution
is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a
national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant
to have issued Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical
to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that
would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record
date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased
with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated
in accordance with the first part of this clause (ii).
(b) Adjustment upon Dividend,
Subdivision, Combination or Reclassification. If the Company at any time on or after the issuance date of this Warrant (“Issuance
Date”), subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common
Shares into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. Any adjustment under this section shall become effective at the close
of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated
to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this section shall occur.
3. FUNDAMENTAL TRANSACTIONS.
If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the
Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale
of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether
by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of the Ordinary
Shares are permitted to tender or exchange their Ordinary Shares for other securities, cash or property and the holders of at least 50.01%
of the Ordinary Shares accept such offer, or (iv) the Company effects any reclassification of the Ordinary Shares or any compulsory share
exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property (other
than as a result of a subdivision or combination of Ordinary Shares) (in any such case, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of Ordinary Shares of the Successor
Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of Ordinary Shares
for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely
for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the
extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder
a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate
Consideration.
4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws 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, for so
long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of Ordinary Shares
into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard
to any limitations on exercise).
5. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not
entitle the Holder to any voting rights or other rights as a stockholder of the Company. 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.
In no event will the Holder’s voting rights in the Company or ownership of the Company’s issued share capital exceed the
Beneficial Ownership Limitation.
6. REISSUANCE.
(a) Lost, Stolen or Mutilated
Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as
it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
(b) Issuance of New Warrants.
Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor
with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.
7. NOTICES. Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the
notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20
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 stock or other securities directly or indirectly convertible
into or exercisable or exchangeable for Ordinary Shares or other property, pro rata to the 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.
8. TRANSFER. This Warrant
shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and
assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned,
by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent
may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain
the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of
or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the
Company’s consent thereto. Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial
Holder of this Warrant and the Securities Purchase Agreement.
9. AMENDMENT AND WAIVER.
The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Company and the Holder.
10. GOVERNING
LAW. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in
such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing
in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the U.S. federal securities
laws.
11. ACCEPTANCE. Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.
12. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Nasdaq”
means www.Nasdaq.com.
(b) “Closing Sale Price”
means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq,
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 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last
trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is
reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the
OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such
determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during
the applicable calculation period.
(c) “Ordinary Shares”
means the Ordinary Shares of the Company, no par value, and any other class of securities into which such securities may hereafter be
reclassified or changed.
(d) “Ordinary Share
Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Ordinary Shares,
including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
(e) “Person”
and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.
(g) “Principal Market”
means the primary national securities exchange on which the Ordinary Shares are then traded.
(h) “Market Price”
means the volume weighted average price of the Ordinary Shares one Trading Day prior to the date of the respective Exercise Notice.
(i) “Trading Day”
means (i) any day on which the Ordinary Shares are listed or quoted and traded on its Principal Market, (ii) if the Ordinary Shares are
not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets,
or (iii) if trading does not occur on the over-the-counter markets, any Business Day.
* * * * * * *
IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed as of the Issuance Date set forth above.
| SCISPARC LTD. |
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| By: |
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Name: |
Oz Adler |
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Title: |
Chief Executive Officer and
Chief Financial Officer |
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EXHIBIT A
EXERCISE NOTICE
(To be executed by the registered holder to exercise
this Ordinary Share Purchase Warrant)
| 1. | The Undersigned
holder hereby exercises the right to have issued _________________ of the Ordinary Shares (“Warrant Shares”) of SciSparc
Ltd., a corporation incorporated in Israel, the “Company”), evidenced by the attached copy of the Ordinary Share Purchase
Warrant A (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set
forth in the Warrant. The amount of funds to be paid to the Company upon the exercise of this Warrant shall be zero as this is a prefunded
warrant which has already been fully paid for. |
| 2. | Delivery of Warrant Shares. The Company shall deliver
to the holder __________________ Warrant Shares in accordance with the terms of the Warrant. |
Date: ________________
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(Print Name of Registered Holder) |
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By: |
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Name: |
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Title: |
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EXHIBIT B
ASSIGNMENT OF WARRANT
(To be signed only upon authorized transfer of
the Warrant)
For
Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________
Ordinary Shares of SciSparc Ltd., to which the Ordinary Share Purchase Warrant relates and
appoints ____________________, as attorney-in-fact, to transfer said right on the books of SciSparc
Ltd. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed
to be bound in all respects by the terms and conditions of the within Warrant.
Dated: __________________
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(Signature) * |
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(Name) |
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(Address) |
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(Social Security or Tax Identification No.) |
| * | The signature on this Assignment of Warrant must correspond
to the name as written upon the face of the Ordinary Share Purchase Warrant in every particular without alteration or enlargement or
any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s)
and title(s) with such entity. |
