Glucotrack, Inc.

In connection with the ELOC Purchase Agreement, Acquiror issued to the Investor a Commitment Warrant to purchase shares of Acquiror Common Stock with an aggregate value of up to $10,000,000 (such shares, the “Warrant Shares”). The Commitment Warrant is exercisable immediately upon issuance and will expire on the five (5) year anniversary of the date of issuance. The exercise price per share is equal to ninety-eight percent (98%) of the closing sale price of the Acquiror Common Stock on the trading day prior to the exercise date.

The Commitment Warrant is subject to a beneficial ownership limitation of 4.99% of the outstanding shares of Acquiror Common Stock (which may be increased to 9.99% with the consent of Acquiror). In addition, the holder may not exercise the Commitment Warrant on any trading day if the number of Warrant Shares to be issued would exceed five percent (5%) of the greater of (A) the trading volume of the Acquiror Common Stock on the trading day before the exercise date and (B) the trading volume of the Acquiror Common Stock on the exercise date.

The Commitment Warrant provides for standard adjustments in the event of stock dividends, stock splits, reclassifications, and similar events. The Commitment Warrant also contains anti-dilution protection, such that if Acquiror issues Acquiror Common Stock or securities convertible into Acquiror Common Stock at a price below the then-current exercise price (other than certain exempt issuances), the exercise price will be reduced to such lower price. In the event of a fundamental transaction (including a merger, sale of substantially all assets, or change of control), the holder will be entitled to receive the same consideration that holders of Acquiror Common Stock receive in such transaction.

If at any time after the six (6) month anniversary of the date of the ELOC Purchase Agreement there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares, the Commitment Warrant may be exercised on a cashless basis.