Form 8-K

8-K — Tenon Medical, Inc.

Accession: 0001213900-26-074953

Filed: 2026-07-02

Period: 2026-06-29

CIK: 0001560293

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0296780-8k_tenon.htm (Primary)

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED AS OF JUNE 29, 2026, BY AND BETWEEN TENON MEDICAL, INC. AND WALLACHBETH CAPITAL, LLC (ea029678001ex1-1.htm)

EX-4.1 — FORM OF COMMON WARRANT (ea029678001ex4-1.htm)

EX-4.2 — FORM OF PRE-FUNDED WARRANT (ea029678001ex4-2.htm)

EX-4.3 — FORM OF PLACEMENT AGENT WARRANT (ea029678001ex4-3.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea029678001ex10-1.htm)

EX-99.1 — PRICING PRESS RELEASE DATED JUNE 30, 2026 (ea029678001ex99-1.htm)

EX-99.2 — CLOSING PRESS RELEASE DATED JULY 1, 2026 (ea029678001ex99-2.htm)

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GRAPHIC (ea029678001_ex99-2img1.jpg)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 29, 2026

TENON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41364

45-5574718

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

104 Cooper Court

Los Gatos, CA

95032

(Address of principal executive offices)

(Zip Code)

(408) 649-5760

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

TNON

The Nasdaq Stock Market LLC

Warrants

TNONW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On June 29, 2026, Tenon Medical, Inc., a Delaware corporation (the

“Company”) entered into securities purchase agreements (the “Purchase Agreements”) with investors, pursuant to

which on July 1, 2026, the Company consummated a best efforts public offering (the “Offering”) of an aggregate of (i) 5,526,315

shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) and pre-funded warrants

(the “Pre-Funded Warrants”) to purchase up to 5,526,316 shares of Common Stock (“Pre-Funded Warrant Shares”) and

(ii) common stock purchase warrants (the “Common Warrants”) to purchase up to 13,263,159 shares of Common Stock (the “Common

Warrant Shares”). Each Share (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants was sold at a combined public

offering price of $0.38 per share (inclusive of the Pre-Funded Warrant exercise price of $0.001). If the Company effects a reverse stock

split, the number of shares of common stock issuable under the Common Warrants prior to such reverse stock split will increase to 16,578,947.

The aggregate gross proceeds from the Offering

were $4.2 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from

the Offering for partial repayment of outstanding convertible notes, expansion of the commercial footprint of its product portfolio including

training clinicians on current procedures, hiring additional direct sales reps, expansion of its external distribution network, continuing

clinical research studies to support reimbursement and coverage efforts, funding research and development including upcoming future launches,

and increases to inventory and instrumentation capacities, as well as other marketing activities, working capital and general corporate

purposes.

The terms of the Purchase Agreements and the Placement Agency Agreement

(defined below) prohibit the Company, with certain standard exceptions from effecting or entering into an agreement to effect any issuance

by the Company of shares of Common Stock or Common Stock equivalents for a period of thirty (30) days from the closing of the Offering

or entering into variable rate transactions for a period of three (3) months following the closing of the Offering; provided, however,

that the Company may engage in an “at the market” offering thirty (30) days following the closing of the Offering.

The foregoing does not purport to be a complete

description of the Purchase Agreement, and is qualified in its entirety by reference to the full text of such document, which is filed

as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Placement Agency Agreement

Also, in connection with the Offering, on June

29, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with WallachBeth Capital,

LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a “best efforts”

basis in connection with the Offering. The Company paid the Placement Agent a cash fee equal to 6.5% of the gross proceeds raised in the

Offering, a non-accountable expense allowance of 1% of the gross proceeds, and reimbursed the Placement Agent up to $65,000 for its accountable

expenses in connection with the Offering. In addition, the Company issued to the Placement Agent warrants to purchase 331,579 shares of

Common Stock, equal to 3% of the aggregate number of shares sold in the Offering, at an exercise price equal to 120% of the public offering

price per share (the “Placement Agent Warrants”).

The Placement Agency Agreement and the Purchase

Agreement each contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification

obligations of the Company, the Placement Agent, or the purchasers in the Offering, as the case may be, other obligations of the parties

and termination provisions. In addition, pursuant to the terms of the Placement Agency Agreement, the Company’s executive officers

and directors have entered into lock-up agreements providing that, for a period of sixty (60) days from the closing of the Offering, each

of these persons may not, subject to customary exceptions, offer, issue, sell, transfer or otherwise dispose of the Company’s securities

without the prior written consent of the Placement Agent.

The Placement Agency Agreement also includes the thirty (30) day standstill

and the variable rate transaction restriction described above.

The foregoing does not purport to be a complete

description of the Placement Agency Agreement, and is qualified in its entirety by reference to the full text of such document, which

is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Securities Offered

Each Common Warrant is immediately exercisable

for one share of Common Stock at an exercise price of $0.38 per share and will expire on the fifth (5th) anniversary of the initial exercise

date. Each Purchaser received Common Warrants to purchase that number of shares of Common Stock equal to 120% of the number of Shares

purchased by such Purchaser. The exercise price of the Common Warrants and number of Common Warrant Shares will adjust in the event of

certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events.

Each Pre-Funded Warrant is immediately exercisable

for one share of Common Stock at an exercise price of $0.001 per share and will remain exercisable until the Pre-Funded Warrants are exercised

in full. The Pre-Funded Warrants may be exercised on a cashless basis at any time.

A holder of the Common Warrants or Pre-Funded

Warrants (together with its affiliates) may not exercise any portion of such warrants to the extent that the holder would own more than

4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon

at least 61 days’ prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding

shares after exercising the holder’s warrants up to 9.99% of the number of the Company’s shares of Common Stock outstanding

immediately after giving effect to the exercise.

The Shares, the Pre-Funded Warrants, the Common

Warrants, and the Pre-Funded Warrant Shares were offered and sold by the Company pursuant to the Company’s Registration Statement

on Form S-1 (File No. 333-296952), as amended, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”)

under the Securities Act of 1933, as amended (the “Securities Act”) that became effective on June 29, 2026, and the Registration

Statement on Form S-1MEF (File No. 333-297142).

The foregoing does not purport to be a complete

description of each of the Common Warrants and Pre-Funded Warrants and is qualified in its entirety by reference to the full text of such

documents, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01. Other Events.

The Company issued a press release announcing

the pricing of the Offering on June 30, 2026. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference

herein.

The Company issued a press release announcing

the closing of the Offering on July 1, 2026. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated by reference

herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.

Description

1.1

Placement Agency Agreement, dated as of June 29, 2026, by and between Tenon Medical, Inc. and WallachBeth Capital, LLC

4.1

Form of Common Warrant

4.2

Form of Pre-Funded Warrant

4.3

Form of Placement Agent Warrant

10.1

Form of Securities Purchase Agreement

99.1

Pricing Press Release dated June 30, 2026

99.2

Closing Press Release dated July 1, 2026

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 2, 2026

TENON MEDICAL, INC.

By:

/s/ Steven M. Foster

Name:

Steven M. Foster

Title:

Chief Executive Officer and President

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED AS OF JUNE 29, 2026, BY AND BETWEEN TENON MEDICAL, INC. AND WALLACHBETH CAPITAL, LLC

EX-1.1

Filename: ea029678001ex1-1.htm · Sequence: 2

Exhibit 1.1

PLACEMENT AGENCY AGREEMENT

June 29, 2026

Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

Ladies and Gentlemen:

Subject to the terms and conditions herein (this “Agreement”),

Tenon Medical, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,200,000

of registered securities of the Company, consisting of an aggregate of up to 5,526,315 shares of the Company’s common stock (the

“Shares”) par value $0.001 per share (the “Common Stock”), common stock purchase warrants (the “Common

Warrants”) to purchase up to 13,263,159 shares of Common Stock (the “Common Warrant Shares”), and/or pre-funded

warrants (the “Pre-Funded Warrants”) to purchase up to 5,526,316 shares of Common Stock (the “Pre-Funded Warrant

Shares”, and together with the Shares, the Common Warrants, the Common Warrant Shares, the Pre-Funded Warrants, and the Pre-Funded

Warrant Shares, the “Securities”) directly to various investors (each, an “Investor” and, collectively,

the “Investors”) through WallachBeth Capital, LLC as placement agent (the “Placement Agent”). The

documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without

limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as

the “Transaction Documents.” The purchase price to the Investors for each Share and accompanying Common Warrants is

$0.38 and $0.379 for each Pre-Funded Warrant and accompanying Common Warrants and for each Pre-Funded Warrant Share is $0.001. The Placement

Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering. Capitalized

terms used and not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement.

The Company hereby confirms its agreement

with the Placement Agent as follows:

Section 1. Agreement to Act as Placement

Agent.

(a) On the basis of the representations, warranties, and agreements

of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive

placement agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration

statement on Form S-1 (File No. 333-296952) (the “Registration Statement”), to be subject to market conditions and

negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best-efforts

basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion

thereof, in the prospective offering (the “Offering”). Under no circumstances will the Placement Agent or any of its

“Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise

provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall

have no authority to bind the Company with respect to any offer to purchase Securities and the Company shall have the sole right to accept

offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment

of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing”

and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur

via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated

by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable

Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for

services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

(i) Cash Fee.

A cash fee (the “Cash Fee”) equal to six and one-half percent (6.5%) of the gross proceeds from the sale of Securities

at the Closing by deduction from the proceeds thereof.

-1-

(ii) Expenses.

The Company agrees to reimburse the Placement Agent’s accountable expenses up to a maximum of Sixty-Five Thousand Dollars ($65,000)

payable immediately upon the Closing of the Offering. In addition, the Company shall pay the Placement Agent a non-accountable expense

allowance not to exceed one percent (1%) of the gross proceeds of the Offering.

(iii) Placement

Agent Warrants. The Company agrees to issue to the Placement Agent or its designee(s) that number of warrants equal to three percent

(3%) of the aggregate number of shares of Common Stock sold in the Offering (including shares underlying any Pre-Funded Warrants), at

an exercise price equal to 120% of the public offering price per share to be sold in the Offering, in the form of Exhibit A attached hereto

(“Placement Agent Warrants”). The Placement Agent Warrants will be exercisable upon issuance and will expire five years from

the commencement of sales of the Offering.

(b) The term of

the Placement Agent’s engagement will be until the earlier of (i) the final closing of the Offering and (ii) a party hereto terminating

the engagement with respect to itself upon ten (10) days written notice to the other parties. Notwithstanding anything to the contrary

contained herein, the provisions concerning confidentiality, indemnification, and contribution contained herein and the Company’s

obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s

obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section

1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or termination of this Agreement.

Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze,

invest in, or engage in investment banking, financial advisory, or any other business relationship with Persons (as defined below) other

than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated, or unincorporated

association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof), or other

entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries,

controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the

Securities Act of 1933, as amended (the “Securities Act”). The rules and regulations of the United States Securities

and Exchange Commission (the “Commission”) promulgated under the Securities Act are referred to as (the “Rules

and Regulations”).

Section 2. Representations,

Warranties and Covenants of the Company. The Company hereby represents, warrants, and covenants to the Placement Agent as of the date

hereof, and as of each Closing Date, as follows:

(a) Securities Law Filings. The Company has prepared and filed

the Registration Statement in conformity with the requirements of the Securities Act, which became effective on June 29,

2026, including the Preliminary Prospectus, and such amendments and supplements thereto as

may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order

preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the preliminary prospectus

included in the Registration Statement at the time it was declared effective (the “Preliminary Prospectus”) or the final prospectus

related to the Registration Statement (the “Final Prospectus”) has been issued by the Commission and no proceedings for that

purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company shall file the

Final Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became

effective as determined under the Securities Act, at the date of this Agreement and at the

Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements

of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements therein not misleading; and the Final Prospectus and any amendments or supplements

thereto, at the time the Preliminary Prospectus, the Final Prospectus or any amendment or

supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the

Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in light of the circumstances under which they were made, not misleading.

-2-

Any “issuer free writing prospectus”

(as defined in Rule 433 under the Securities Act) relating to the Securities is hereafter referred to as an “Issuer Free Writing

Prospectus.” Any reference herein to the Preliminary Prospectus and the Final Prospectus shall be deemed to refer to and include

the documents incorporated by reference therein as of the date of filing thereof; and any reference herein to any “amendment”

or “supplement” with respect to any of the Preliminary Prospectus and the Final Prospectus shall be deemed to refer to and

include (i) the filing of any document with the Commission incorporated or deemed to be incorporated therein by reference after the date

of filing of such Preliminary Prospectus or Prospectus and (ii) any such document so filed.

All references in this Agreement to the

Registration Statement, the Preliminary Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus, or any amendments or

supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission on EDGAR.

The Registration Statement complies, and

the Final Prospectus and any further amendments or supplements to the Registration Statement or the Final Prospectus will comply, in all

material respects, with the applicable provisions of the Securities Act, and do not, and will not, as of the applicable effective date

as to each part of the Registration Statement and as of the applicable filing date as to the Final Prospectus and any amendment thereof

or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No order preventing or suspending the

use of the Final Prospectus has been issued by the Commission.

(b) Assurances. The

Registration Statement, as amended (and any further documents to be filed with the Commission), contained in all material respects at

the time of filing and contains all exhibits and schedules as required by the Securities Act. The Registration Statement, at the time

it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not knowingly

contain any untrue statement of a material fact or knowingly omit to state a material fact required to be stated therein or necessary

to make the statements therein not misleading. The Preliminary Prospectus and the Final Prospectus, each as of its respective date, comply

or will comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Preliminary Prospectus

and the Final Prospectus, as amended or supplemented, did not and will not knowingly contain as of the date thereof any untrue statement

of a material fact or knowingly omit to state a material fact necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to

any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Placement

Agent expressly for use therein. The Company has filed all reports, schedules, forms, statements, and other documents required to be filed

by the Company under the Securities Act and Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years

preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, together with the Preliminary Prospectus and

the Final Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received

a valid extension (or waiver from the Commission) of such time of filing and has filed any such SEC Reports prior to the expiration of

any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities

Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or

omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading.

Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date,

any offering material in connection with the Offering other than the Registration Statement and the Preliminary Prospectus and any other

materials permitted by the Securities Act.

(d) Authorization; Enforcement.

The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement

and the Registration Statement and the Preliminary Prospectus and otherwise to carry out its obligations hereunder and thereunder. The

execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and under the

Final Prospectus have been duly authorized by all necessary action on the part of the Company and no further action is required by the

Company, the Company’s Board of Directors (the “Board of Directors”) or the Company’s shareholders in connection

therewith other than in connection with the Required Approvals. This Agreement has been duly executed by the Company and, when delivered

in accordance with the terms hereof, assuming due authorization, execution, and delivery by the Placement Agent, will constitute the legal,

valid, and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general

equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting

enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive

relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

-3-

(e) No Conflicts. The

execution, delivery, and performance by the Company of this Agreement and the transactions contemplated pursuant to the Registration Statement

and the Preliminary Prospectus, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby

and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s Second Amended

and Restated Certificate of Incorporation, as amended, bylaws or other organizational or charter documents, or (ii) conflict with, or

constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any

Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration, or cancellation

(with or without notice, lapse of time or both) of, any agreement, credit facility, debt, or other instrument (evidencing a Company or

Subsidiary debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company

is bound or affected, or (iii) assuming the accuracy of the representations and warranties of the Placement Agent set forth in Section

3 hereof and subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,

injunction, decree, or other restriction of any court or governmental authority to which the Company is subject (including federal and

state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each

of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(f) Certificates. Any

certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent shall be deemed

to be a representation and warranty by the Company (and not in such officer’s personal capacity) to the Placement Agent as to the

matters set forth therein.

(g) Reliance. The Company

acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and warranties and

hereby consents to such reliance.

(h) Forward-Looking Statements.

No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained

in the Registration Statement and the Preliminary Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed

other than in good faith.

(i) Statistical or Market-Related

Data. Any statistical, industry-related, and market-related data included or incorporated by reference in the Registration Statement

and the Preliminary Prospectus, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable

and accurate, and such data agree with the sources from which they are derived.

(j) FINRA Affiliations.

Except as set forth in the Registration Statement and Preliminary Prospectus, no brokerage or finder’s fees or commissions are or

will be payable by the Company, any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder, placement

agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. There are no

other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may

affect the Placement Agent’s compensation, as determined by FINRA. Other than payments to the Placement Agent for this Offering

or as set forth in the Registration Statement and Prospectus, the Company has not made and has no agreements, arrangements or understanding

to make any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee

or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided

capital to the Company; (ii) any FINRA member participating in the offering as defined in FINRA Rule 5110 (a “Participating Member”);

or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the 180-day

period preceding the initial filing of the Registration Statement through the 60-day period after the Effective Date. None of the net

proceeds of the Offering will be paid by the Company to any Participating Member or its affiliates, except as specifically authorized

herein. To the Company’s knowledge, no officer, director or any beneficial owner of 10% or more of the Company’s Common Stock

or Common Stock Equivalents (as defined in the Securities Purchase Agreement) has any direct or indirect affiliation or association with

any Participating Member in the Offering. Except for securities purchased on the open market, no Company Affiliate is an owner of stock

or other securities of any Participating Member. No Company Affiliate has made a subordinated loan to any Participating Member. No proceeds

from the sale of the Securities (excluding Placement Agent compensation as disclosed in the Registration Statement and the Final Prospectus)

will be paid to any Participating Member, any persons associated with a Participating Member or an affiliate of a Participating Member.

Except as disclosed in the Final Prospectus, the Company has not issued any warrants or other securities or granted any options, directly

or indirectly, to the Placement Agent within the 180-day period prior to the initial filing date of the Final Prospectus. Except for securities

issued to the Placement Agent as disclosed in the Final Prospectus, no person to whom securities of the Company have been privately issued

within the 180-day period prior to the initial filing date of the Final Prospectus is a Participating Member, is a person associated with

a Participating Member or is an affiliate of a Participating Member. To the Company’s knowledge, no Participating Member in the

Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a Participating

Member, the parent or affiliate of a Participating Member or any person associated with a Participating Member in the aggregate beneficially

own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred

equity. “FINRA member participating in the Offering” includes any associated person of a Participating Member in the Offering,

any member of such associated person’s immediate family and any affiliate of a Participating Member in the Offering. When used in

this Section 2(j) the term “affiliate of a FINRA member” or “affiliated with a FINRA member” means an entity that

controls, is controlled by or is under common control with a FINRA member. The Company will advise the Placement Agent and its legal counsel

Sheppard, Mullin, Richter & Hampton LLP if it learns that any officer, director or owner of 10% or more of the Company’s outstanding

Common Stock or Common Stock Equivalents is or becomes an affiliate or associated person of a Participating Member.

-4-

(k) Board of Directors.

The Board of Directors is comprised of the persons set forth under the heading “Directors, Executive Officers and Corporate Governance”

in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the Commission. The qualifications

of the persons serving as board members and the overall composition of the Board of Directors comply with the Exchange Act, the Sarbanes-Oxley

Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of The Nasdaq Capital Market (the “Trading

Market”). At least one member of the Audit Committee of the Board of Directors qualifies as a “financial expert” as

such term is defined under Regulation S-K and the rules of the Trading Market. In addition, at least a majority of the persons serving

on the Board of Directors qualify as “independent” as defined under the rules of the Trading Market.

(l) [Reserved].

(m) No Investment Company

Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof as described in the

Registration Statement, the Preliminary Prospectus, and the Final Prospectus, will not be, required to register as an “investment

company,” as defined in and pursuant to the Investment Company Act of 1940, as amended.

(n) Representations and

Warranties Incorporated by Reference. Each of the representations and warranties (together with any related disclosure schedules thereto)

made by the Company to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated herein)

and is hereby made to, and in favor of, the Placement Agent.

(o) Correspondence with

the Commission. Since January 1, 2026, there has been no correspondence between the Company and the Commission, other than the Commissions

no review letters and comment letters to the registration statements filed by the Company.

Section 3. Representations

of the Placement Agent. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is a broker/dealer

registered under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to

the offers and sales of the Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the law of

its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement, and (vi)

the Placement Agent has not, in connection with the Offering, disclosed to any Investors information that is different from or inconsistent

with the information contained in the Registration Statement and the Preliminary Prospectus and the Transaction Documents. The Placement

Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (vi) above. The

Placement Agent covenants that it will use its reasonable best efforts to conduct the Offering hereunder in compliance with the provisions

of this Agreement and the requirements of applicable law.

-5-

Section 4. Delivery and

Payment. Each Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. Subject to the terms

and conditions hereof, at each Closing payment of the purchase price for the Securities sold on such Closing Date shall be made by Federal

Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name or names and shall be in

such denominations, as the Placement Agent may each request at least one business day before the time of purchase.

Deliveries of the documents

with respect to the purchase of the Securities, if any, shall be made at such place as shall be agreed upon by the parties. All actions

taken at a Closing shall be deemed to have occurred simultaneously.

Section 5. Covenants and

Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:

(a) Registration

Statement Matters. Additionally, the Company agrees, in connection with the Offering, that it shall comply with the provisions of

Rules 424(b), 430A, 430B, and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents

thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in

a timely manner by the Commission.

(b) Blue Sky

Compliance. If applicable, the Company will reasonably cooperate with the Placement Agent and the Investors in endeavoring to qualify

the Securities for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors

may reasonably request and will make such applications, file such documents, and furnish such information as may be reasonably required

for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to

service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided further

that the Company shall not be required to produce any new disclosure document. The Company will, from time to time, prepare and file such

statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as the

Placement Agent may reasonably request for distribution of the Securities. The Company will advise the Placement Agent promptly of the

suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale, or trading in

any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending

such qualification, registration, or exemption, the Company shall use its commercially reasonable efforts to obtain the withdrawal thereof

at the earliest possible moment.

and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the rules

and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in

this Agreement, the SEC Reports and any prospectus. If during the period in which a prospectus is required by law to be delivered in connection

with the distribution of Securities contemplated by the SEC Reports, this Agreement, and any prospectus (the “Prospectus Delivery

Period”), any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Placement

Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the SEC Reports or any prospectus in order to make

the statements therein, in light of the circumstances under which they were made, as the case may be, not misleading, or if it is necessary

at any time to amend or supplement the SEC Reports or any prospectus or to file under the Exchange Act any SEC Report to comply with any

law, the Company will promptly prepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers,

an appropriate amendment to the Registration Statement or supplement to the Registration Statement, the SEC Reports, or any prospectus

that is necessary in order to make the statements in the SEC Reports and any prospectus as so amended or supplemented, in light of the

circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement, the SEC Reports or

any prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the SEC

Reports or any prospectus in connection with the Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment

or supplement and will not file any such amendment or supplement to which the Placement Agent reasonably objects.

-6-

(d) Copies of

any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during the period beginning

on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any prospectus or prospectus supplement

and any amendments and supplements thereto, as the Placement Agent may reasonably request.

(e) [Reserved]

(f) [Reserved]

(g) Transfer

Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.

(h) [Reserved]

(i) Periodic

Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission and

the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required

by the Exchange Act.

(j) Additional

Documents. The Company agrees that the Placement Agent may rely upon, and each is a third party beneficiary of, the representations

and warranties, and applicable covenants, set forth in the securities purchase agreements entered into with Investors in the Offering.

(k) No Manipulation

of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted

or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

(l) Acknowledgment.

The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of

Directors of the Company and may not be used, reproduced, disseminated, quoted, or referred to, without the Placement Agent’s prior

written consent.

(m) Announcement

of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement

with the Offering.

(n) Reliance

on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(o) Research

Matters. By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable

or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection

as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable

or any research coverage of the Company. In accordance with FINRA Rule 2241(b)(2), the parties acknowledge and agree that the Placement

Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change

research, a rating or a price target, to the Company or inducement for the receipt of business or compensation. The Company hereby waives

and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to

any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments

may be different from or inconsistent with the views or advice communicated to the Company by the Placement Agent’s investment banking

divisions. The Company acknowledges that the Placement Agent is a full service securities firm and as such from time to time, subject

to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position

in debt or equity securities of the Company.

-7-

(p) Subsequent

Equity Sales.

(i) From the date hereof until 30 days after the Closing Date, neither

the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any

shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other

than the Final Prospectus, supplements or amendments to registration statements or supplements previously filed, including any amendment

to the previously filed registration statement on Form S-3 (File No. 333-292032) or filing a registration statement on Form S-8 in connection

with any employee benefit plan or equity incentive plan.

(ii) From the date hereof until 3 months after the Closing Date, the

Company shall be prohibited from entering into an agreement (except for an at-the-market sales agreement entered into at least thirty

(30) days after the Closing Date) to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents

(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction

in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or

include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other

price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial

issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some

future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly

or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction

under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined

price. Notwithstanding anything to the contrary, a Variable Rate Transaction shall not include following the expiration of 30 days restriction

period set forth in Section 5(p)(i) above, any sales of shares of Common Stock pursuant to an at-the-market offering effected under a

sales agency agreement or similar at-the-market agreement.

Notwithstanding the foregoing, this Section 5(p)(i) and Section 5(p)(ii)

shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance. An “Exempt

Issuance” means the issuance of (a) shares of Common Stock, options or other equity awards to employees, officers, directors

or consultants of the Company (provided that any securities issued to consultants shall be issued as “restricted securities”

(as defined in Rule 144) and shall carry no registration rights that require or permit the filing of any registration statement in connection

therewith during the prohibition period in Section 4.12(a) herein) pursuant to any stock or option plan duly adopted for such purpose,

by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors

established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any

Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued

and outstanding on the date of this Agreement (provided that the terms of any such Securities or other securities shall not have been

amended, modified or waived on or after the date of this Agreement), and (c) securities issued pursuant to acquisitions or strategic transactions

approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”

(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection

therewith during the prohibition period in Section 5(p)(i) herein, and provided that any such issuance shall only be to a Person (or to

the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business

synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,

but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity

whose primary business is investing in securities.

-8-

(iii) Right of

First Refusal; Tail.

(i) For a period of thirty (30) days

from the closing of the Offering, the Company hereby grants a right of first refusal to the Placement Agent to participate in each and

every future public and private equity and debt offering, including all equity-linked financings, of the Company, or any successor to

the Company, during such thirty (30) day period, on terms, compensation and conditions similar to the Offering, as mutually agreed by

the Placement Agent and the Company. If the Placement Agent fails to accept an offer within ten (10) Business Days after the receipt of

a notice containing the material terms of a proposed financing by registered mail or overnight courier service addressed to the Placement

Agent, then the Placement Agent shall have no further claim or right with respect to the financing proposal contained in such notice.

If, however, the terms of such financing proposal are subsequently modified in any material respect, the preferential right referred to

herein shall apply to such modified proposal as if the original proposal had not been made. The Placement Agent’s failure to exercise

its preferential right with respect to any particular proposal shall not affect its preferential rights relative to future proposals.

The right of first refusal granted hereunder may be terminated by the Company for “Cause,” which shall mean a material breach

by the Placement Agent of the terms of this Agreement or a material failure by the Placement Agent to provide the services as contemplated

by this Agreement. In compliance with FINRA Rule 5110(g)(6)(A), in no circumstances shall the right of first refusal have a duration of

more than three years from the commencement of sales of the Offering or the termination date of the engagement between the Company and

the Placement Agent.

(ii) For a period of six (6) months

after the closing of the Offering, the Placement Agent will receive a cash fee equal to the Cash Fee and the Placement Agent Warrants

set forth herein (to the extent allowable by FINRA) with respect to any sale, warrant inducement, merger, acquisition or other similar

transactions (each, a “Transaction”) occurring with a party that was brought “over-the-wall” by the Placement

Agent in connection with the Offering; provided, that the Placement Agent shall deliver to the Company a written list identifying each

party brought “over-the-wall” by the Placement Agent in connection with the Offering no later than five (5) Business Days

following the Closing Date, and the tail fee set forth in this Section 5(p)(iii)(ii) shall apply solely with respect to parties identified

on such list. Notwithstanding anything to the contrary contained in the agreement with the Placement Agent, if the engagement of the Placement

Agent is terminated for cause, the Placement Agent shall not have the right to receive any tail fee pursuant to FINRA Rule 5110(g)(5).

The term “Transaction” shall

include, without limitation, any investment in (whether in one or a series of transactions) the assets or the capital stock of the Company,

through any proposed merger, consolidation, joint venture or other business/strategic combination with or involving the Company or any

event which results in the transfer of control of or a material interest in the Company or of all or a substantial amount of the assets

thereof, as well as any recapitalization or restructuring of the Company by the current owners, a third party or any combination thereof,

or any other form of transaction which results in the effective acquisition of the principal business and operations of the Company.

(q) Lock-Up Agreements.

The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of the

lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party to a Lock-Up Agreement

breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms

of such Lock-Up Agreement.

(r) FINRA.

The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is aware that any officer, director,

10% or greater stockholder of the Company or Person that received the Company’s unregistered equity securities in the past 180 days

is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of this Agreement or the

60-day period after the Effective Date.

-9-

Section 6. Conditions of

the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations

and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date,

to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each

of the following additional conditions:

(a) Compliance

with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule 424(b)) and “free

writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission,

as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and

no proceeding for that purpose shall have been initiated or, to the Company’s knowledge, threatened by the Commission; no order

preventing or suspending the use of any prospectus shall have been issued and no proceeding for that purpose shall have been initiated

or, to the Company’s knowledge, threatened by the Commission; no order having the effect of ceasing or suspending the distribution

of the Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority

or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company,

contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information

on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness

of the placement terms and arrangements.

(b) Corporate

Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement, and

any prospectus, and the registration, sale, and delivery of the Securities, shall have been completed or resolved in a manner reasonably

satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it

may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 6.

Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement Agent’s

sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect.

(d) Opinion of

Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion and negative assurance

of Sichenzia Ross Ference Carmel LLP, counsel to the Company, dated as of such Closing Date, addressed to the Placement Agent and in form

and substance reasonably satisfactory to the Placement Agent.

(e) Opinion of Intellectual Property Counsel for the Company.

The Placement Agent shall have received on each Closing Date, the duly executed and delivered legal opinion of Francis Law Group, LLC,

special intellectual property counsel to the Company, with respect to certain intellectual property matters, dated as of such Closing

Date, addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent.

(f) Comfort Letter

from Auditor and Letter from Chief Financial Officer. On the date of this Agreement, the Placement Agent shall receive a signed letter

from the Chief Financial Officer of the Company addressed to the Placement Agent and the Investors, in form and substance reasonably satisfactory

to the Placement Agent and its counsel, containing statements and information of the type ordinarily included in chief financial officer

certificates to placement agents with respect to the financial statements and certain financial information contained in or incorporated

by reference into the Registration Statement or the Preliminary Prospectus. The letter shall not disclose any change in the condition

(financial or other), earnings, operations, business or prospects of the Company from that set forth in the SEC Reports or the applicable

prospectus, which, in the Placement Agent’s sole judgment, is material and adverse and that makes it, in the Placement Agent’s

sole judgment, impracticable or inadvisable to proceed with the Offering of the Securities as contemplated by such prospectus. Within

two days of the Closing Date, the Placement Agent shall have received a “comfort” letter from Haskell & White LLP as of

such date, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement

Agent’s counsel.

(g) Officers’

Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing Date,

signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect that, and the Placement Agent shall

be satisfied that, the signers of such certificate have reviewed the Registration Statement, the SEC Reports, any prospectus, and this

Agreement and to the further effect that:

(i) The representations

and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company has complied

with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;

(ii) No stop order

suspending the effectiveness of the Registration Statement or the use of any prospectus has been issued and no proceedings for that purpose

have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order having the effect

of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any securities commission,

securities regulatory authority or stock exchange in the United States and no proceedings for that purpose have been instituted or are

pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange

in the United States;

-10-

(iii) When the Registration

Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate, the Registration

Statement, when it became effective and the Preliminary Prospectus and Final Prospectus, contained or will contain all material information

required to be included therein by the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission

thereunder, as the case may be, and in all material respects conformed to the requirements of the Securities Act and the Exchange Act

and the applicable rules and regulations of the Commission thereunder, as the case may be, and the Registration Statement, the Preliminary

Prospectus and the Final Prospectus, did not or will not and do not include any untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they

were made, not misleading (provided, however, that the preceding representations and warranties contained in this paragraph (iii) shall

not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company

by the Placement Agent expressly for use therein) and, since the effective date of the Registration Statement, there has occurred no event

required by the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the SEC Reports which has

not been so set forth; and

(iv) Subsequent to

the respective dates as of which information is given in the Registration Statement, the SEC Reports and any prospectus, there has not

been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except

transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company

and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of

business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock options

or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or distribution of any kind declared, paid

or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or any

Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.

(h) Secretary’s

Certificate. At each Closing Date, the Placement Agent shall have received a certificate of the Company signed by the Secretary or

another authorized officer of the Company, dated such Closing Date certifying on behalf of the Company and not in an individual capacity:

(i) that the Second Amended and Restated Certificate of Incorporation, as amended, of the Company is true and complete, has not been modified

and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full

force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. The documents referred to

in such certificate shall be attached to such certificate.

(i) Lock-Up Agreements.

On the Closing Date (and, if there is more than one Closing Date, then on only the initial Closing Date), the Placement Agent shall have

received the executed lock-up agreements from each of the directors, executive officers, and certain five percent (5.0%) security holders

of the Company, providing for a lock-up period of sixty (60) days following the closing of the Offering.

(j) Stock Exchange

Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market, and the Company shall

not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under

the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall the Company have received

any information suggesting that the Commission or the Trading Market is contemplating terminating such registration or listing.

(k) [Reserved]

-11-

(l) Additional

Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information

and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as

contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of

the conditions or agreements, herein contained.

If any condition specified

in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent

by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party

to any other party, except that Section 7 (Payment of Expenses), Section 8 (Indemnification and Contribution), and Section

9 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.

Section 7. Payment of Expenses.

The Company agrees to pay all costs, fees, and expenses incurred by the Company in connection with the performance of its obligations

hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) any filing fees relating to

the registration of the Securities to be sold in the Offering; (ii) any filing fees associated with the review of an Offering by FINRA;

(iii) all fees and expenses relating to the listing of the Securities on the Trading Market; (iv) all fees, expenses, and disbursements

relating to the registration, qualification, or exemption of the Securities under the securities or “blue sky” laws of such

states of the United States of America as the Company and the Placement Agent shall together determine; (v) the costs of all mailing and

printing of the offering documents, including, without limitation, any underwriting or placement agent agreement, any agreement among

underwriters, any selected dealers’ agreement, any underwriter’s questionnaire, custody agreement, and power of attorney relating

to any selling stockholders, any registration statement, prospectus, prospectus supplement, private placement memorandum, or similar information

document, and all amendments, supplements, and exhibits thereto, all in as many copies as the Placement Agent may reasonably deem necessary;

(vi) the costs of preparing, printing and delivering certificates representing the Securities; (vii) the costs for “tombstones”

and/or other commemorative items; (viii) fees and expenses of accountants, auditors, and the Company’s legal counsel; (ix) fees

and expenses, if any, of the transfer agent for the Securities and of any escrow agent appointed to hold investor’s funds in connection

with the Offering; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of the Securities from the Company to the

Placement Agent or the investors thereof; and (xi) all other fees, costs, and expenses referred to in Part II of the Registration Statement.

Section 8. Indemnification

and Contribution.

(a) The Company

agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within the

meaning of Section 15 of the Securities Act), and the directors, officers, agents assisting with the Offering, and employees of the Placement

Agent, their affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified

Person”) from and against any losses, claims, damages, judgments, assessments, costs, and other liabilities (collectively, the

“Liabilities”), and shall reimburse each Indemnified Person for all reasonable and documented out of pocket fees and

expenses (including the reasonable documented and out of pocket fees and expenses of one counsel for all Indemnified Persons, except as

otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in

investigating, preparing, pursuing, or defending any Actions, whether or not any Indemnified Person is a party thereto, (i) caused by,

or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement, or any prospectus or by any omission or alleged omission to state therein a material fact necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue statements

in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such

Indemnified Person expressly for use in the SEC Reports) or (ii) otherwise arising out of or in connection with advice or services rendered

or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s

actions or inactions in connection with any such advice, services or transactions; provided, however, that, in the case

of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially

determined to have resulted primarily from such Indemnified Person’s (x) negligence, gross negligence, willful misconduct, or bad

faith in connection with any of the advice, actions, inactions, or services referred to above or (y) use of any offering materials or

information concerning the Company in connection with the offer or sale of the Securities in the Offering which were not authorized for

such use by the Company and which use constitutes negligence, gross negligence or willful misconduct. The Company also agrees to reimburse

each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s rights under

this Agreement.

-12-

(b) Upon receipt

by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be sought under

this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified

Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity

or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall,

if requested by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably satisfactory

to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate

counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of

such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel; or (ii) the named parties

to any such Action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall

have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected

by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that

the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all

Indemnified Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be liable

for any settlement of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company

shall not, without the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise, or

consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification

or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise,

consent, or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for

which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments

of the amount thereof during the course of the investigation or defense, as such expense, loss, damage, or liability is incurred and is

due and payable.

that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company shall contribute

to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative

benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other hand, of the matters

contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law,

not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent and any other Indemnified

Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant

equitable considerations; provided that in no event shall the Company contribute less than the amount necessary to ensure that

all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees actually received

by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company, on the one hand,

and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion

as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by the Company in the transaction

or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees

to be received by the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation

within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty

of fraudulent misrepresentation.

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(d) The Company

also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the

Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services,

or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted primarily

from such Indemnified Person’s negligence, gross negligence or willful misconduct in connection with any such advice, actions, inactions

or services.

(e) The reimbursement,

indemnity, and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement and shall remain

in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection

with, this Agreement.

Section 9. Representations

and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties, and other statements of

the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant to this Agreement

will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, or any

of its or their respective partners, officers, or directors or any controlling person, as the case may be, and will survive delivery of

and payment for the Securities sold hereunder and any termination of this Agreement. A successor to the Placement Agent, or to the Company,

its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution, and

reimbursement agreements contained in this Agreement.

Section 10. Notices.

All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed to the parties hereto as

follows:

WallachBeth Capital, LLC

Harborside Financial Plaza 5,

185 Hudson St., STE 1410, Jersey City,

NJ 07311

e-mail:

cap-mkts@wallachbeth.com

Attention:

Kenneth Bantum

With a copy to:

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

e-mail:

rafriedman@sheppardmullin.com; sreid@sheppardmullin.com

Attention:

Richard A. Friedman, Esq. & Sean F. Reid, Esq.

If to the Company:

Tenon Medical, Inc.

104 Cooper Court

Los Gatos, CA 95032

Attention:

Kevin Williamson, Chief Financial Officer

Email:

kwilliamson@tenonmed.com

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

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 26th floor

New York, NY 10036

Attention:

Jeffrey Wofford, Esq.

Email:

jwofford@srfc.law

Any party hereto may change the address

for receipt of communications by giving written notice to the others.

-14-

Section 11. Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and

directors and controlling persons referred to in Section 8 hereof, and to their respective successors, and personal representative,

and no other person will have any right or obligation hereunder.

Section 12. Partial Unenforceability.

The invalidity or unenforceability of any section, paragraph, or provision of this Agreement shall not affect the validity or enforceability

of any other section, paragraph, or provision hereof. If any Section, paragraph, or provision of this Agreement is for any reason determined

to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to

make it valid and enforceable.

Section 13. Governing Law

Provisions. This Agreement shall be governed by and construed in accordance with the law of the State of New York. Each of the Placement

Agent and the Company: (i) agrees that any legal suit, action, or proceeding arising out of or relating to this Agreement and/or the transactions

contemplated hereby shall be instituted exclusively in Supreme Court, of the State of New York, sitting in the County of New York, (ii)

waives any objection which it may have now or hereafter to the venue of any such suit, action, or proceeding, and (iii) irrevocably consents

to the jurisdiction of such courts in any such suit, action or proceeding. The Placement Agent and the Company further agree to accept

and acknowledge service of any and all process which may be served in any such suit, action, or proceeding in such courts and agree that

service of process upon the Company mailed by certified mail to the Company’s address set forth in Section 10 hereof (or

to such other address as the Company shall have advised the Placement Agent by notice pursuant to Section 10) shall be deemed in

every respect effective service of process upon the Company, in any such suit, action, or proceeding, and service of process upon the

Placement Agent mailed by certified mail to the Placement Agent’s address as set forth in Section 10 hereof (or to such other

address as the Placement Agent shall have advised the Company by notice pursuant to Section 10) shall be deemed in every respect

effective service of process upon the Placement Agent, in any such suit, action, or proceeding. Notwithstanding any provision of this

Agreement to the contrary, the Company agrees that neither the Placement Agent nor their affiliates, and the respective officers, directors,

employees, agents, and representatives of the Placement Agent, their affiliates and each other person, if any, controlling the Placement

Agent or any of their affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company

for or in connection with the engagement and transaction described herein except for any such liability for losses, claims, damages, or

liabilities incurred by the Placement Agent that are finally judicially determined to have resulted from the fraud, willful misconduct,

or gross negligence of such individuals or entities. If either party shall commence an action or proceeding to enforce any provision of

this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s

fees and other costs and expenses incurred with the investigation, preparation, and prosecution of such action or proceeding.

Section 14. General Provisions.

(a) This Agreement constitutes

the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements,

understandings, and negotiations with respect to the subject matter hereof.

(b) [Reserved].

executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto

were upon the same instrument. Facsimile or other electronically scanned and transmitted signatures (including by email attachment) and

electronic signatures (including by DocuSign) shall be deemed originals for all purposes of this Agreement. This Agreement may not be

amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless

waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties

only and shall not affect the construction or interpretation of this Agreement.

(d) The Company acknowledges

that in connection with the Offering: (i) the Placement Agent has acted at arm’s length, is not agent of, and owes no fiduciary

duties to the Company, any officer or director of the Company or any other person affiliated with any of them, (ii) the Placement Agent

owes the Company only those duties and obligations set forth in this Agreement, and (iii) the Placement Agent may have interests that

differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the

Placement Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

[The remainder of this page has been intentionally

left blank.]

-15-

If the foregoing is in accordance

with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become

a binding agreement in accordance with its terms.

Very truly yours,

WallachBeth Capital, LLC

By:

Name:

Eric Schweitzer

Title:

Chief Compliance Officer

The foregoing Placement Agency

Agreement is hereby confirmed and accepted as of the date first above written.

TENON MEDICAL, INC.

By:

Name:

Kevin Williamson

Title:

Chief Financial Officer

[Signature page to Placement Agency Agreement]

Exhibit A

Form of Warrant

EX-4.1 — FORM OF COMMON WARRANT

EX-4.1

Filename: ea029678001ex4-1.htm · Sequence: 3

Exhibit 4.1

GLOBAL WARRANT

UNLESS THIS GLOBAL WARRANT

CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),

TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF

CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR

TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE

BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY

SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE

AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN

THE WARRANT AGENCY AGREEMENT.

ANY TRANSFER OF THE SECURITIES

REPRESENTED BY THIS GLOBAL WARRANT CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE WARRANT AGENCY AGREEMENT (THE “WARRANT

AGREEMENT”) DATED AS OF JULY 1, 2026, BY AND BETWEEN TENON MEDICAL, INC. AND VSTOCK TRANSFER, LLC, SOLELY IN ITS CAPACITY AS WARRANT

AGENT. BY ACCEPTING DELIVERY OF THE SECURITIES REPRESENTED BY THIS GLOBAL WARRANT CERTIFICATE, ANY TRANSFEREE SHALL BE DEEMED TO HAVE

AGREED TO BE BOUND BY THE WARRANT AGREEMENT AS IF THE TRANSFEREE HAD EXECUTED AND DELIVERED THE WARRANT AGREEMENT.

EXERCISABLE ON OR AFTER THE INITIAL EXERCISE DATE

AND UNTIL 5:00 P.M. (NEW YORK TIME) ON THE TERMINATION

DATE

COMMON STOCK PURCHASE WARRANT

Tenon

Medical, Inc.

Warrant Shares:

Initial Exercise Date:

CUSIP:

THIS COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 2031 (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Tenon Medical, Inc., a Delaware corporation (the “Company”),

up to [*] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of

one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall

initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”)

shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated

form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Alternate Consideration”

shall have the meaning ascribed to such term in Section 3(d).

“Attribution Parties”

shall have the meaning ascribed to such term in Section 2(e).

“Beneficial Ownership

Limitation” shall have the meaning ascribed to such term in Section 2(e).

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a Trading

Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume

weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common

Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open

Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the

Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent

appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to

the Company, the fees and expenses of which shall be paid by the Company.

“Bloomberg”

shall have the meaning ascribed to such term in definition of “Bid Price.”

“Board

of Directors” means the board of directors of the Company.

“Business Day”

means any day other than Saturday, Sunday, or other day on which commercial banks in The City of New York are authorized or required by

law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee,” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are

open for use by customers on such day.

“Buy-In”

shall have the meaning ascribed to such term in Section 2(d)(iv).

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant, or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company”

shall have the meaning ascribed to such term in the Preamble.

“Distribution”

shall have the meaning ascribed to such term in Section 3(d).

“DTC”

shall have the meaning ascribed to such term in the Preamble.

“DWAC”

shall have the meaning ascribed to such term in Section 2(d)(i).

“Exercise

Price” shall have the meaning ascribed to such term in Section 2(b).

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fundamental Transaction”

shall have the meaning ascribed to such term in Section 3(e).

“Holder”

shall have the meaning ascribed to such term in the Preamble.

“Initial Exercise Date”

shall have the meaning ascribed to such term in the Preamble.

“Notice

of Exercise” shall have the meaning ascribed to such term in Section 2(a).

“Person“

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.

“Purchase Agreement”

means the securities purchase agreement between the Company and the signatory purchasers thereto, dated June 29, 2026.

“Purchase

Rights” shall have the meaning ascribed to such term in Section 3(b).

“Registration Statement”

means the Company’s registration statement on Form S-1 (File No. 333-296952).

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Standard Settlement

Period” shall have the meaning ascribed to such term in Section 2(d)(i).

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Successor

Entity” shall have the meaning ascribed to such term in Section 3(e).

“Termination

Date” shall have the meaning ascribed to such term in the Preamble.

“Trading Day”

means a day on which the Common Stock is traded on a Trading Market.

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the

NYSE American, The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, or the New York Stock Exchange (or

any successors to any of the foregoing).

“Transfer Agent”

means Vstock Transfer, LLC, the current transfer agent of the Company, with offices located at 18 Lafayette Pl, Woodmere, NY 11598, and

any successor transfer agent of the Company.

“VWAP” means,

for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted

on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the

Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New

York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of

the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed

or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)

in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith

by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

“Warrant Agency Agreement”

means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.

“Warrant Agent”

means the Transfer Agent and any successor warrant agent of the Company.

“Warrant

“Warrant Share Delivery

Date” shall have the meaning ascribed to such term in Section 2(d)(i).

“Warrant

Shares” shall have the meaning ascribed to such term in the Preamble.

“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.

Section 2. Exercise.

a) Exercise of Warrant.

Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial

Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail

attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section

2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified

in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise

procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. 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.

Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company

until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,

the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice

of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of

Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in

an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number

of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one

(1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,

by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant

Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Notwithstanding the foregoing in this Section

2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry

form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this

Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise,

complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject

to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in

which case this sentence shall not apply.

b) Exercise Price. The

exercise price per share of Common Stock under this Warrant shall be $0.38, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise.

If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not

available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such

time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to

the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section

2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior

to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of

the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as

of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close

of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable

Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered

pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) = the number of Warrant Shares that would be issuable upon exercise

of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless

exercise.

If Warrant Shares are issued in such a cashless

exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take

on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section

2(c).

As to any fraction of a share which the Holder

would otherwise be entitled to upon exercise pursuant to this Section 2(c), the Company shall round down to the next whole share.

Notwithstanding anything herein to the contrary,

on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d) Mechanics of Exercise.

i. Delivery

of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer

Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company

through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system

and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant

Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered

in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder

is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest

of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the

aggregate Exercise Price to the Company, and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery

to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice

of Exercise, 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 Warrant Shares, provided that payment of

the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day

and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company

fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the

Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such

exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to

$20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery

Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is

a participant in the Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. As used herein,

“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s

primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder

and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. 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 Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the 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, shares

of Common Stock 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 the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (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 the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock 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 shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional

Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.

As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,

either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or

round up to the next whole share.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other

incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and

such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and

the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to The Depository

Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of

the Warrant Shares.

vii. Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this

Warrant, pursuant to the terms hereof.

e) Holder’s Exercise

Limitations. 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 2 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, 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 shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock 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 Common Stock 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 2(e), 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 the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the

extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in

relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant

is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s

determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates

and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,

and the Company shall have no obligation to verify or confirm the accuracy of such determination. 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. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder

may rely on the number of outstanding shares of Common Stock 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 Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request

of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock

then outstanding. In any case, the number of outstanding shares of Common Stock 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 shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall

be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice

to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that

the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after

giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section

2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st)

day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective

or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

(f) Increase for Reverse

Stock Splits. The Warrant Shares issuable pursuant to this Warrant shall be increased from 13,263,159 to 16,578,947 (on a pre-reverse

stock split basis) upon on the Company effecting a reverse stock split, such increased number subject to adjustment pursuant to Section

Section 3. Certain

Adjustments.

a) Stock Dividends and Splits.

If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions

on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance

of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding

shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of

Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock

of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number

of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall

be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this

Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment

made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders

entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination, or re-classification.

b) Subsequent Rights Offerings.

In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues, or sells any Common Stock

Equivalents or rights to purchase stock, warrants, securities, or other property pro rata to the record holders of any class of shares

of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to

such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of

Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without

limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance, or sale

of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined

for the grant, issue, or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right

to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall

not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result

of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,

if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Reserved.

d) Pro Rata Distributions.

During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets

(or rights to acquire its assets) to holders of shares of Common Stock, 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 shares of Common Stock acquirable upon complete exercise of

this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the

record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,

that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership

of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution 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 Beneficial Ownership

Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion

of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

e) Fundamental Transaction.

If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects

any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects

any sale, lease, license, assignment, transfer, conveyance, or other disposition of all or substantially all of its assets in one or a

series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer, or exchange offer (whether by the Company

or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender, or exchange their shares for

other securities, cash, or property and has been accepted by the holders of greater than 50% of the outstanding Common Stock or greater

than 50% of the voting power of the outstanding Common Stock and outstanding preferred stock of the Company that votes together with the

Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization

or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into

or exchanged for other securities, cash or property (other than a stock split), or (v) the Company, directly or indirectly, in one or

more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,

a reorganization, recapitalization, spin-off, merger or scheme of arrangement (other than a stock split)) with another Person or group

of Persons whereby such other Person or group acquires greater than 50% of the outstanding Common Stock or greater than 50% of the voting

power of the outstanding Common Stock and outstanding preferred stock of the Company that votes together with the Common Stock (each a

“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive,

for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,

at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of

Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration

(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares

of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation

in Section 2(e) on the exercise of this Warrant). 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 share of Common Stock 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 Common

Stock 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.

Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below)

shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental

Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from

the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised

portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction

is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled

to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black

Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company

in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or

whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the

Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in

such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which

Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means

the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P.

(“Bloomberg”) determined as of the day of consummation of the applicable contemplated Fundamental Transaction for pricing

purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the

date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) 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 public announcement of the applicable contemplated Fundamental Transaction, (C)

the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash,

if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP

during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental

Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s

request pursuant to this Section 3(e) and (D) a remaining option time equal to the time between the date of the public announcement of

the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes

Value will be made by wire transfer of immediately available funds (or such other consideration) within five Business Days of the Holder’s

election (or, if later, on the date of consummation of the Fundamental Transaction). The Company shall cause any successor entity in a

Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the

obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements in

form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, 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 which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock 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 shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such 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 which is reasonably satisfactory in form and substance to

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company”

under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of

this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and

the Successor Entity, or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally

with the Company, may exercise every right and power of the Company prior thereto, and the Successor Entity or Successor Entities shall

assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect

as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the

avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the

Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction

occurs prior to the Initial Exercise Date.

f) Calculations. All

calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For

purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be

the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g) Notice to

Holder.

i. Adjustment to

Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver

to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant

Shares and setting forth a brief statement of the facts requiring such adjustment; provided, however, that the Company may satisfy this

notice requirement in this Section 3(g) by filing such notice with the Commission pursuant to a Current Report on Form 8-K, Quarterly

Report on Form 10-Q or Annual Report on Form 10-K.

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common

Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall

authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock

of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of

all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities,

cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation, or winding up of the affairs

of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall

appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter

specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,

rights, or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled

to such dividend, distributions, redemption, rights, or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer, or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash, or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer, or share exchange; provided that the failure

to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required

to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public

information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of

such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

h) Voluntary Adjustment by

Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant reduce

the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors.

Section 4. Transfer

of Warrant.

a) Transferability. This

Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon

surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant

substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer

taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver

a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified

in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,

and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically

surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this

Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning

this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant

Shares without having a new Warrant issued.

b) New Warrants. If this

Warrant is not held in global form through DTC (or any successor depositary), this Warrant may be divided or combined with other Warrants

upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations

in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a),

as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants

in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or

exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of

Warrant Shares issuable pursuant thereto.

c) Warrant Register.

The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant Agent may deem and treat

the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

a) No Rights as Stockholder

Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends, or other rights as

a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section

3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c)

or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required

to net cash settle an exercise of this Warrant.

b) Loss, Theft, Destruction

or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the

loss, theft, destruction, or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss,

theft, or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the

posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and

deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays,

etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not

be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock

a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the

duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such

reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable

law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that

all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the

purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,

fully paid, and nonassessable and free from all taxes, liens, and charges created by the Company in respect of the issue thereof (other

than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to

by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through

any reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action,

avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in

the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder

as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the

par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value,

(ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable

Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions,

or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations

under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant

is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto,

as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) 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.

f) Restrictions. The

Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize

cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses.

No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right

or otherwise prejudice the Holder’s rights, powers, or remedies. Without limiting any other provision of this Warrant, if the Company

willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company

shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable

attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto

or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any and all

notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise,

shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed to the

Company, at 104 Cooper Ct., Los Gatos, CA 95032, Attention: Kevin Williamson, email address: swilliamson@tenonmed.com, or such

other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications

or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally

recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of

the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the

time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section prior to

5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication

is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New

York City time) on any Trading Day, (iii) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized

overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any

notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company

shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

i) Limitation of Liability.

No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no

enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of

any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder,

in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance

of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by

reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for

specific performance that a remedy at law would be adequate.

k) Successors and Assigns.

Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and

be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions

of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder

or holder of Warrant Shares.

l) Amendment. This Warrant

may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or

the beneficial owner of this Warrant, on the other hand.

m) Severability. Wherever

possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if

any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent

of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings

used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

o) Warrant Agency Agreement.

If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agency

Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement, the provisions

of this Warrant shall govern and be controlling.

[Signature page

follows]

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

Tenon Medical, Inc.

By:

Name:

Kevin Williamson

Title:

Chief Financial Officer

Signature Page to Common Stock Purchase Warrant

EXHIBIT A

NOTICE OF EXERCISE

To: Tenon

Medical, Inc.

(1) The undersigned hereby elects

to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders

herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form

of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares

as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number

of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant

Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:____________________

Holder’s Address:_____________________

EX-4.2 — FORM OF PRE-FUNDED WARRANT

EX-4.2

Filename: ea029678001ex4-2.htm · Sequence: 4

Exhibit 4.2

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

TENON

MEDICAL, INC.

Warrant Shares:

Issue Date:

THIS PRE-FUNDED COMMON STOCK

PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*]. or its 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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Tenon Medical, Inc.,

a Delaware corporation (the “Company”), up to [*] shares (as subject to adjustment hereunder, the “Warrant

Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The purchase price

of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Alternate Consideration” shall

have the meaning ascribed to such term in Section 3(d).

“Attribution Parties” shall have

the meaning ascribed to such term in Section 2(e).

“Beneficial Ownership Limitation”