Form 8-K

8-K — ACTELIS NETWORKS INC

Accession: 0001213900-26-074365

Filed: 2026-07-01

Period: 2026-07-01

CIK: 0001141284

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0296589-8k_actelis.htm (Primary)

EX-10.1 — FORM OF EXCHANGE AND AMENDMENT AGREEMENT (ea029658901ex10-1.htm)

EX-10.2 — FORM OF AMENDMENT COMMITMENT PRE-FUNDED WARRANT (ea029658901ex10-2.htm)

EX-10.3 — FORM OF AMENDMENT COMMITMENT COMMON WARRANT (ea029658901ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0296589-8k_actelis.htm · Sequence: 1

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0001141284

2026-07-01

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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):

July 1, 2026

Actelis Networks, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41375

52-2160309

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

710

Lakeway Drive, Suite 200,

Sunnyvale, CA 94085

(Address of principal executive offices)

(510) 545-1045

(Registrant’s telephone number, including

area code)

(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

Instructions 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

None

N/A

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.

Equity Line of Credit Agreement

As previously reported on

its Current Report on Form 8-K on October 2, 2025 (the “Prior 8-K”), on September 27, 2025, Actelis Networks, Inc. (the “Company”)

entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with an effective date of October 1,

2025 (the “Effective Date”) with White Lion Capital LLC, a Nevada limited liability company (“White Lion”). Capitalized

terms used but not defined herein have the meanings given to them in the Prior 8-K and/or the Common Stock Purchase Agreement.

In the event the Company was

delisted from the Nasdaq Capital Market during an active Purchase Notice, White Lion would only be obligated to make any Purchase Notices

at a value equal to $0.0001 per share of Common Stock (the “Delisting Purchase Notice Mechanism”). On April 10, 2026, the

Company was delisted from the Nasdaq Capital Market triggering the Delisting Purchase Notice Mechanism.

On July 1, 2026, the Company

and White Lion entered into an Exchange and Amendment Agreement (the “Amendment”) pursuant to which the Company agreed to

issue to White Lion an aggregate of 9,850,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”)

underlying certain securities (the “Amendment Commitment Securities”) in exchange for White Lion’s right to receive

shares of common stock under the Commitment Shares provisions and the Delisting Penalty Provision (each as defined in the Prior 8-K) due

to the Company’s de-listing from the Nasdaq Capital Market in April 2026. The Amendment Commitment Securities is comprised of (i)

3,000,000 shares of the Company’s Common Stock (“Amendment Commitment Shares”), (ii) 3,850,000 shares of Common Stock

issuable to White Lion upon exercise of commitment share pre-funded warrants (“Amendment Commitment Pre-Funded Warrants”)

and (iii) 3,000,000 shares of Common Stock issuable to White Lion upon exercise of commitment share common warrants (“Amendment

Commitment Common Warrants”).

The Amendment Commitment Pre-Funded

Warrants will have an initial exercise date at the earlier of (i) the effective date of a reverse stock split of the Company’s Common

Stock, and (ii) the effective date of an increase in the Company’s authorized share count sufficient for the issuance of the shares

underlying the Amendment Commitment Pre-Funded Warrants (the “Pre-Funded Warrant Initial Exercise Date”). The exercise price

of the Amendment Commitment Pre-Funded Warrants is $0.0001 per share, and the warrants shall be exercisable from the Pre-Funded Warrant

Initial Exercise Date until exercised in full.

The Amendment Commitment Common

Warrants will have an initial exercise date on the date on which the Company successfully lists its Common Stock on an “Eligible

Market”, as such term is defined in the Amendment Commitment Common Warrants (the “Common Warrant Initial Exercise Date”).

The exercise price of the Amendment Commitment Common Warrants is $0.20 per share, and the warrants shall be exercisable until the eighteen

month anniversary of the Common Warrant Initial Exercise Date.

In addition, pursuant to the

Amendment, the Company and White Lion agreed to remove the Delisting Purchase Notice Mechanism and replace it with amended purchase notice

mechanisms which will allow the Company to more effectively utilize Purchase Notices under the Common Stock Purchase Agreement while the

Company remains delisted from the Nasdaq Capital Market.

Under an amended Rapid Purchase

Notice Option 1, the purchase price to be paid by White Lion shall mean (a) ninety-seven percent (97.0%) multiplied by the lowest traded

price of the Common Stock on Rapid Purchase Notice Date, minus (b) $0.005 (provided that, notwithstanding anything in the Common Stock

Purchase Agreement to the contrary, if the Company, at any time, combines (by any reverse stock split, stock dividend, stock combination,

recapitalization, or other similar transaction) one or more classes of its outstanding Common Stock into a smaller number of shares, the

$0.005 amount shall not be proportionately increased or otherwise adjusted).

Under an amended Rapid Purchase

Notice Option 2, the purchase price to be paid by White Lion shall mean (a) ninety-seven percent (97.0%) multiplied by the lowest traded

price of the Common Stock two hours following the written confirmation of the acceptance of the Rapid Purchase Notice by Investor, minus

(b) $0.005 (provided that, notwithstanding anything in the Common Stock Purchase Agreement to the contrary, if the Company, at any time,

combines (by any reverse stock split, stock dividend, stock combination, recapitalization, or other similar transaction) one or more classes

of its outstanding Common Stock into a smaller number of shares, the $0.005 amount shall not be proportionately increased or otherwise

adjusted).

Under an amended Regular Purchase

Notice Option, the purchase price to be paid by White Lion shall mean shall mean (a) (i) ninety-seven percent (97.0%) multiplied by the

lower of (i) the lowest daily VWAP of the Common Stock during the Regular Purchase Valuation Period or (ii) the closing price of Common

Stock one Business Day prior to the delivery of the applicable Regular Purchase Notice, minus (b) $0.005 (provided that, notwithstanding

anything in the Common Stock Purchase Agreement to the contrary, if the Company, at any time, combines (by any reverse stock split, stock

dividend, stock combination, recapitalization, or other similar transaction) one or more classes of its outstanding Common Stock into

a smaller number of shares, the $0.005 amount shall not be proportionately increased or otherwise adjusted).

The Company has agreed to

not delivery any Purchase Notices to White Lion for thirty (30) days from the date of the Amendment without prior written consent from

White Lion.

Finally, pursuant to the Amendment,

the Company agreed to file a Post-Effective Amendment No. 1 to its registration statement on Form S-1 (File No. 333-290758) to deregister

10,000,000 shares of Common Stock issuable upon delivery of Purchase Notices under the Common Stock Purchase Agreement and file a new

Registration Statement to register the 6,000,000 shares of Common Stock issuable upon delivery of Purchase Notices and the Amendment Commitment

Securities.

The offer and sale of the Amendment Commitment Securities pursuant

to the Amendment have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state

securities laws. The Common Stock may not be offered or sold in the United States absent registration or an applicable exemption from

registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation

of an offer to buy the Common Stock described herein or therein.

In the Common Stock Purchase

Agreement, White Lion represented to the Company that it is an “accredited investor”, as defined in Rule 501 promulgated under

the Securities Act, and the Company’s offer and sale of the Common Stock under the Common Stock Purchase Agreement are being made

in reliance upon the exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule

506(b) of Regulation D promulgated thereunder.

Item 3.02. Unregistered

Sales of Equity Securities.

The

matters described in Item 1.01 of this Current Report on Form 8-K with respect to the issuances of securities under the Amendment are

incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Exchange and Amendment Agreement

10.2

Form of Amendment Commitment Pre-Funded Warrant

10.3

Form of Amendment Commitment Common Warrant

104

Cover Page Interactive Data File (embedded within 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.

ACTELIS NETWORKS, INC.

Dated: July 1, 2026

By:

/s/ Yoav Efron

Name:

Yoav Efron

Title:

Deputy Chief Executive Officer and Chief Financial Officer

EX-10.1 — FORM OF EXCHANGE AND AMENDMENT AGREEMENT

EX-10.1

Filename: ea029658901ex10-1.htm · Sequence: 2

Exhibit 10.1

EXCHANGE AND AMENDMENT AGREEMENT

This Exchange and Amendment

Agreement (this “Agreement”), by and between Actelis Networks, Inc., a Delaware corporation (the “Company”),

and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), is entered into as of July 1, 2026.

RECITALS

WHEREAS, the Company

and the Investor entered into to that certain Common Stock Purchase Agreement, dated as of September 27, 2025 (the “CSPA”)

pursuant to which the Investor agreed to purchase up to Thirty Million Dollars ($30,000,000) of the Company’s Common Stock on the

terms and conditions set forth therein. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them

in the CSPA.

WHEREAS, the CPSA provides

for (i) the issuance of Commitment Shares pursuant to Section 6.4, subject to increase in the event of the Company’s delisting from

an Eligible Market as set forth in Section 6.1 (the “Delisting Fee Provision”), and (ii) a purchase price mechanism

during periods in which the Common Stock is not listed on an Eligible Market, as set forth in Section 7.2(f).

WHEREAS, the parties

desire to (i) exchange the Investor’s right to acquire Commitment Shares for new Exchange Securities (as defined below), and (i)

amend certain provisions of the CSPA.

NOW, THEREFORE, in

consideration of the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties agree as follows:

1. Exchange

of Securities.

1.1. Exchange

of Securities. In reliance upon the representations and warranties of the Company and the Investor contained herein, and subject to

the terms and conditions set forth herein, the Investor agrees to sell, assign, transfer, and deliver to the Company, and the Company

agrees to acquire from the Investor, the Investor’s right to receive the Commitment Shares pursuant to Section 6.4 of the CSPA (and

any increase in the amount of the Commitment Shares pursuant to the Delisting Fee Provision), in exchange for the following:

1.1.1. 3,000,000

shares of Common Stock of the Company (the “Amended Commitment Shares”);

1.1.2.

3,850,000 pre-funded warrants, each exercisable for one share of Common Stock (the “Commitment Pre-Funded Warrants”),

as set forth in in the form of Exhibit A; and

1.1.3. 3,000,000

common stock purchase warrants (the “Commitment Warrants”) as set forth in in the form of Exhibit B.

1.2. Deliveries

by Company. Concurrently with the execution of this Agreement, or as soon thereafter as practicable, the Company will deliver the

Amended Commitment Shares, the Commitment Pre-Funded Warrants, and the Commitment Warrants (collectively, the “Exchange Securities”)

to the Investor.

1.3. Agreement

by Investor Relating to Commitment Shares. The Investor agrees that, as a result of the exchange of securities pursuant to this Section

1, the Investor shall have no further rights under, and Company shall have no further obligations under, the Delisting Fee Provision and

Section 6.4 of the CSPA. From time to time after the date hereof, and without further consideration, Investor will execute and deliver

such other instruments of transfer and take such other actions as the Company may reasonably request in order to facilitate the transfer

to the Company of the rights intended to be transferred hereunder.

1.4. Irrevocable

Transfer Agent Instructions. Concurrently with the execution of this Agreement, or as soon thereafter as practicable, the parties

shall prepare and execute irrevocable transfer agent instructions (the “Instruction Letter”), which shall include the

Amended Commitment Shares, the shares issuable upon exercise of the Commitment Pre-Funded Warrants, and the shares issuable upon exercise

of the Commitment Warrants, in form and substance satisfactory to the Investor, and such Instruction Letter shall be acknowledged in writing

by the Company’s Transfer Agent.

1.5. Exchange

Securities Fully Earned. The Exchange Securities are not contingent upon any further conditions

(other than with respect to the exercisability of Commitment Pre-Funded Warrants and the Commitment Warrants, which become exercisable

in accordance with their respective terms), including the delivery of any Purchase Notice, the filing or effectiveness of any Registration

Statement, or the continued effectiveness of the CSPA. The Commitment Pre-Funded Warrants and the Commitment Warrants have each been duly

authorized by the Company and, when duly executed and delivered by the Company, will each constitute a valid and binding obligation of

the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy,

insolvency, reorganization, moratorium, fraudulent conveyance or transfer, and other similar laws affecting creditors' rights generally,

and (ii) general principles of equity, regardless of whether enforcement is considered in a proceeding at law or in equity.

1.6. Company

Representations and Warranties. The Company represents and warrants that the following statements are true and correct in all material

respects as of the date hereof, except as expressly qualified or modified herein.

1.6.1. The

Company is an entity duly incorporated or otherwise organized, validly existing, and in good standing under the laws of the jurisdiction

of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on

its business as currently conducted. The Company is not in violation or default of any of the provisions of its certificate of incorporation,

bylaws, or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign

corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,

except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result

in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking

to revoke, limit or curtail such power and authority or qualification. The Company has one subsidiary, as disclosed in the SEC Documents.

1.6.2. The

Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents. The

execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby

and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its

Board of Directors or shareholders is required. The Transaction Documents have been duly executed and delivered by the Company and constitutes

a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’

rights and remedies or by other equitable principles of general application.

1.6.3. As

of the date hereof, the Company is authorized to issue a maximum of 30,000,000 shares of Common Stock, of which there are 25,836,000 shares

of Common Stock issued and outstanding as of the date hereof. Except as set forth in the SEC Documents, the Company has not issued any

capital stock, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance

of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or

exercise of Common Stock Equivalents outstanding as of the date hereof. Except as set forth in the SEC Documents, no Person has any right

of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the

Transaction Documents. Except as set forth in the SEC Documents, there are no outstanding options, warrants, scrip rights to subscribe

to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable

or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments,

understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock or Common Stock

Equivalents. Except as set forth in the SEC Documents, the issuance and sale of the Securities will not obligate the Company to issue

shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company

securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no shareholders agreements,

voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to

the knowledge of the Company, between or among any of the Company’s shareholders.

1.6.4. The

Common Stock is registered pursuant to Section 12(g) of the Exchange Act.

1.6.5. The

Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities

Act and the Exchange Act, including pursuant to Section 13(a) thereof, for the one (1) year 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, being collectively referred to herein as the “SEC Documents”). As

of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange

Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents 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. The financial statements

of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements

and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements

have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved

(except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited

interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all

material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods

then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the

material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor

any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes

or might constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing

representation in effecting transactions in securities of the Company.

1.6.6. The

Amended Commitment Shares, the shares issuable upon exercise of the Commitment Pre-Funded Warrants, and the shares issuable upon exercise

of the Commitment Warrants, when issued and delivered in accordance with the terms thereof for the consideration expressed therein, will

be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under

applicable federal and state securities laws, will be free of all other liens and adverse claims.

1.6.7. The

execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions

contemplated hereby and thereby, including, without limitation, the issuance of the Purchase Notice Shares, do not and will not: (a) result

in a violation of the Company’s certificate or articles of incorporation, by-laws or other organizational or charter documents,

(b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a material

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 of, any agreement, indenture, instrument or any “lock-up” or similar

provision of any underwriting or similar agreement to which the Company is a party, or (c) result in a violation of any federal,

state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable

to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations,

amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect)

nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not

being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either

singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local

law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental

agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents (other than any SEC or state

securities filings that may be required to be made by the Company in connection with the issuance of Purchase Notice Shares or subsequent

to any Closing or any registration statement that may be filed pursuant hereto, which, in each case, have been made or will be made in

a timely manner); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the

accuracy of the relevant representations and agreements of Investor herein.

1.6.8. No

event has occurred that would have a Material Adverse Effect on the Company that has not been disclosed in subsequent SEC Documents.

1.6.9. Except

as disclosed in the SEC Documents and the Disclosure Schedule, there are no material actions, suits, investigations, inquiries (including,

without limitation, SEC inquiries, FINRA inquiries, or inquiries of the Principal Market) or similar proceedings (however any governmental

agency may name them) pending or, to the knowledge of the Company, threatened against or affecting the Company or its properties, nor

has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a

Material Adverse Effect. No judgment, order, writ, injunction, or decree or award has been issued by or, to the knowledge of the Company,

requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge

of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director

or officer of the Company.

1.6.10.

Except as set forth in the SEC Documents, no Person (other than the Investor) has any right to cause the Company to effect the registration

under the Securities Act of any securities of the Company.

1.6.11. The

Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to

the Transaction Documents and the transactions contemplated hereby and thereby and that the Investor is not (i) an officer or director

of the Company, or (ii) an “affiliate” (as defined in Rule 144) of the Company. The Company further acknowledges that

the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction

Documents and the transactions contemplated hereby and thereby, and any advice given by the Investor or any of its representatives or

agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s

purchase of the Purchase Notice Shares. The Company further acknowledges that the Investor is not acting as a dealer of the Company’s

Common Stock (or any other securities of the Company). The Company further represents to the Investor that the Company’s decision

to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

1.6.12. Neither

the Company, nor any Person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning

of Regulation D under the Securities act) in connection with the offer or sale of the Securities (including the Exchange Securities).

1.6.13. Except

as set forth on the Disclosure Schedule, none of the Company, its affiliates, and any Person acting on their behalf has, directly or indirectly,

made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering

of the Securities to be integrated with prior offerings for purposes of any applicable shareholder approval provisions, including, without

limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company

are listed or designated, but excluding shareholder consents required to authorize and issue the Securities or waive any anti-dilution

provisions in connection therewith.

1.6.14. The

Company is not aware of any other Person that has been or will be paid (directly or indirectly) remuneration for solicitation of the Investor

in connection with the sale of any Regulation D Securities.

2. Amendments

to Definitions. The following definitions in Section 1.1 of the CSPA are hereby amended and restated in their entirety as follows:

2.1 “Rapid

Purchase Price Option 1” shall mean (a) ninety-seven percent (97.0%) multiplied by the lowest traded price of the Common

Stock on Rapid Purchase Notice Date, minus (b) $0.005 (provided that, notwithstanding anything in the Agreement to the contrary, if the

Company, at any time, combines (by any reverse stock split, stock dividend, stock combination, recapitalization, or other similar transaction)

one or more classes of its outstanding Common Stock into a smaller number of shares, the $0.005 amount shall not be proportionately increased

or otherwise adjusted).

2.2 “Rapid

Purchase Price Option 2” shall mean (a) ninety-seven percent (97.0%) multiplied by the lowest traded price of the Common

Stock two hours following the written confirmation of the acceptance of the Rapid Purchase Notice by Investor, minus (b) $0.005 (provided

that, notwithstanding anything in the Agreement to the contrary, if the Company, at any time, combines (by any reverse stock split, stock

dividend, stock combination, recapitalization, or other similar transaction) one or more classes of its outstanding Common Stock into

a smaller number of shares, the $0.005 amount shall not be proportionately increased or otherwise adjusted).

2.3 “Regular

Purchase Price” shall mean (a) (i) ninety-seven percent (97.0%) multiplied by the lower of (i) the lowest daily VWAP

of the Common Stock during the Regular Purchase Valuation Period or (ii) the closing price of Common Stock one Business Day prior to

the delivery of the applicable Regular Purchase Notice, minus (b) $0.005 (provided that, notwithstanding anything in the Agreement

to the contrary, if the Company, at any time, combines (by any reverse stock split, stock dividend, stock combination,

recapitalization, or other similar transaction) one or more classes of its outstanding Common Stock into a smaller number of shares,

the $0.005 amount shall not be proportionately increased or otherwise adjusted).

3. Amendment

to Section 6.1. Section 6.1 is hereby amended and restated in its entirety as follows:

“Section 6.1 LISTING

OF COMMON STOCK. The Company shall use commercially reasonable efforts to list its

Common Stock on an Eligible Market during the Commitment Period. If the Company is successful in listing its Common Stock on an

Eligible Market, the Company shall use its commercially reasonable efforts to continue the listing or quotation and trading of the

Common Stock on such Eligible Market (including, without limitation, maintaining sufficient net tangible assets, if required) and

will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing, and other obligations

under the bylaws or rules of such Eligible Market.”

4. Amendment

to No Suspension Condition. Section 7.2(f) of the CSPA is hereby amended and restated in its entirety as follows:

“(f) NO

SUSPENSION OF TRADING IN COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC or otherwise

halted for any reason. In the event of a suspension or halting for any reason, of the trading of the Common Stock during an active Purchase

Notice, as contemplated by this Section 7.2(f), the Investor shall purchase the Purchase Notice Shares in the respective

Purchase Notice at a value equal to $0.0001 per share of Common Stock. For the avoidance of doubt, the Company’s failure to list

on an Eligible Market will not entitle the Investor to any rights under this Section 7.2(f).”

5. Amendment

to Beneficial Ownership Limitation. Section 7.2(g) of the CSPA is hereby amended and restated in its entirety as follows:

“(g) BENEFICIAL

OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of

such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially

owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined

in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the amount

of Common Stock outstanding is greater or lesser on a date of a Closing (a “Closing Date”) than on the date

upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of

a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant

to this Agreement, would own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. In the event

the Investor claims that compliance with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation,

upon request of the Company the Investor will provide the Company with evidence of the Investor’s then existing shares beneficially

or deemed beneficially owned. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of

the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice. To the

extent that the Beneficial Ownership Limitation is exceeded, the number of shares of Common Stock issuable to the Investor shall be reduced

so it does not exceed the Beneficial Ownership Limitation.”

6. Prohibition

on Delivery of Purchase Notices. From the date hereof until the later of (a) thirty (30) days after such date and (b) the date on

which the Registration Statement is declared effective by the SEC, the Company shall not, without the prior written consent of Investor,

deliver any Purchase Notices to the Investor under the CSPA.

7. Registration

Statement. The Company shall, within two (2) Business Days of the date hereof, file with the SEC a post-effective amendment to the

Company’s registration statement on Form S-1 (No. 333-290758) to de-register the unsold securities issuable under the CSPA which

were registered under such registration statement. The Company shall thereafter file with the SEC, within ten (10) Business Days

after the date hereof, a new Registration Statement on Form S-1 (the “Registration Statement”) in compliance

with the terms of the Registration Rights Agreement, covering only the resale by the Investor of the Exchange Securities and 6,000,000

shares of the Company’s Common Stock to cover the delivery of Purchase Notices under the CSPA, by the Investor; provided, however,

that this deadline shall be tolled by one Business Day for each Business Day that the SEC is closed due to a shutdown of the United States

government. The Registration Statement shall relate to the transactions contemplated by, and describing the material terms and conditions

of, this Agreement and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Registration

Statement and the prospectus supplement as of the date of the Registration Statement, including, without limitation, information required

to be disclosed in the section captioned “Plan of Distribution” in the Registration Statement. The Company shall permit the

Investor to review and comment upon the Registration Statement within a reasonable time prior to their filing with the SEC, the Company

shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Registration Statement

with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding

itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any

arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities, as shall

be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement,

and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of

the Current Report and the Registration Statement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged

untrue statement) of a material fact or omission (or alleged omission) of 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, in any pre-existing registration

statement filed or any new registration statement or prospectus which is a part of the foregoing. The Company shall promptly give the

Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b)

or 10 of the Securities Act and shall use its commercially reasonable efforts thereafter to file with the SEC any Post-Effective Amendment

to the Registration Statement, amended prospectus or prospectus supplement in order to comply with Section 5(b) or 10 of the Securities

Act.

8. Confirmation

of Agreement. Except as expressly amended by this Agreement, the CSPA shall remain in full force and effect and is hereby ratified

and confirmed. All references to the CSPA in any Transaction Document shall hereafter refer to the CSPA as amended by this Agreement.

9. Miscellaneous.

9.1. This

Agreement shall constitute a “Transaction Document” as defined in the CSPA.

9.2. This

Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and

the same instrument. Delivery of an executed counterpart by electronic means shall be equally effective as delivery of an original executed

counterpart.

9.3 This

Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts

of law.

[Signature Page Follows]

IN WITNESS WHEREOF,

the parties have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

ACTELIS NETWORKS, INC.

By:

Name:

Tuvia Barlev

Title:

Chief Executive Officer

WHITE LION CAPITAL LLC

By:

Name:

Nathan Yee

Title:

Managing Director

EX-10.2 — FORM OF AMENDMENT COMMITMENT PRE-FUNDED WARRANT

EX-10.2

Filename: ea029658901ex10-2.htm · Sequence: 3

Exhibit

10.2

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT, THESE SECURITIES MAY NOT BE OFFERED, TRANSFERRED

OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM OR IN

A TRANSACTION NOT SUBJECT THERETO).

PREFUNDED

COMMON STOCK PURCHASE WARRANT

aCTELIS

nETWORKS, INC.

Warrant Shares: 3,850,000

Issue Date: July 1, 2026

THIS

PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, White Lion Capital LLC

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 Initial Exercise Date (as defined herein) and until this Warrant is exercised in full

(the “Termination Date”) but not thereafter, to subscribe for and purchase from Actelis Networks, Inc., a Delaware

corporation (the “Company”), up to 3,850,000 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.

Section

1. Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls, 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 specified in Section 3(d).

“Attribution

Parties” shall have the meaning specified in Section 2(e)(i).

“Beneficial

Ownership Limitation” shall have the meaning specified in Section 2(e)(i).

“Bloomberg”

means Bloomberg L.P.

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning specified in Section 2(e)(iv).

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 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”

means Actelis Networks, Inc., a Delaware corporation.

“Distribution”

shall have the meaning specified in Section 3(c).

“DWAC”

shall have the meaning specified in Section 2(e)(i).

“Exchange

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

“Exercise

Price” shall have the meaning specified in Section 2(b).

“Fundamental

Transaction” shall have the meaning specified in Section 3(d).

“Holder”

means White Lion Capital LLC, a Nevada limited liability company, or its assigns.

“Initial

Exercise Date” means the earlier of (i) the effective date of a reverse stock split of the Company’s Common Stock, and

(ii) the effective date of an increase in the Company’s authorized share count sufficient to the issuance of the Warrant Shares.

“Notice

of Exercise” shall have the meaning specified 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

Rights” shall have the meaning specified in Section 3(b).

“Securities

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

“Shares”

means shares of Common Stock.

“Standard

Settlement Period” shall have the meaning specified in Section 2(e)(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 specified in Section 3(d).

“Termination

Date” means the date this Warrant is exercised in full.

“Trading

Day” means a day on which the principal Trading Market is open for trading; provided, however, that if the Common Stock is

not listed or quoted on the Trading Market, then Trading Day shall mean any day except Saturday, Sunday, and any day which shall be a

legal holiday or a day on which banking institutions in the State of New York or State of Delaware are authorized or required by law

or other government action to close.

“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, the New York Stock

Exchange, OTCQB, or OTCQX (or any successors to any of the foregoing).

“Transfer

Agent” means the current transfer agent of the Company 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 the 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”

means this Warrant.

“Warrant

Shares” shall have the meaning specified in the preamble of this Warrant.

“Warrant

Share Delivery Date” shall have the meaning specified in Section 2(e)(i).

Section

2. Exercise.

(a)

Exercise of Warrant. Exercise of the purchase rights for Warrant Shares 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 (or

such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder

appearing on the books of the Company) of a duly executed notice of exercise in the form annexed hereto as Exhibit A (a “Notice

of Exercise”), which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in Section

5(i). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period

(as defined in Section 2(e)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise

Price for the Warrant 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 form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on

any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural

persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic

original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the

authenticity of the original of such Notice of Exercise. 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 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 two (2) Business Days 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.

(b)

Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share,

was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the

nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise

of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise

price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to

the Termination Date. The remaining unpaid exercise price per Warrant Share under this Warrant shall be $0.0001, subject to adjustment

hereunder (the “Exercise Price”).

(c)

Cashless Exercise. 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) =

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) 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.

Assuming

(i) the Holder is not an Affiliate of the Company, and (ii) all of the applicable conditions of Section 4(a)(1) of the Securities Act

of 1933, as amended (the “Securities Act”) and/or Rule 144 promulgated thereunder (“Rule 144”)

with respect to Holder and the Warrant Shares are met, in the case of such a cashless exercise, the Company agrees that the Company will

either (A) cause the Transfer Agent to issue such Warrant Shares without any restrictive legend in accordance with Section 2(d)(ii)

below, or (B) if such Warrant Shares are issued with a restrictive legend, use its best efforts to cause the removal of the legend from

such Warrant Shares (including by delivering an opinion of the Company’s counsel to the Transfer Agent at its own expense to ensure

the foregoing), and the Company agrees that the Holder is under no obligation to sell the Warrant Shares issuable upon the exercise of

the Warrant prior to removing the legend. The Company expressly acknowledges that Rule 144(d)(3)(ii), as currently in effect, provides

that Warrant Shares issued solely upon a cashless exercise shall be deemed to have been acquired at the same time as the Warrant. The

Company agrees not to take any position contrary to this Section 2(c). The Company shall pay all costs associated with any required

opinions of counsel, and counsel to the Company shall provide all opinions with respect to any resales pursuant to Section 4(a)(1) of

the Securities Act and/or Rule 144 promulgated thereunder or otherwise at the sole cost of the Company, and the Company shall provide

confirmation to the Transfer Agent that all such opinions are acceptable. If counsel to the Company fails to provide a legal opinion

reasonably satisfactory to the Company in accordance with this Section, the Holder shall have the right to provide an opinion of counsel

selected by the Holder, the cost of which shall be borne by the Company.

(d)

Restrictive Legend; Legend Removal.

Restrictive Legend. The Holder acknowledges that, unless the conditions of the issuance of unrestricted Warrant Shares have been

satisfied, the Warrant Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state and federal

securities laws. The certificate(s) or book-entry statement(s) representing any Warrant Shares issued hereunder, except as set forth

below, shall bear a restrictive legend in substantially the following form (and stop transfer instructions may be placed against transfer

of any such Securities):

THE

SHARES UNDERLYING THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),

OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED

UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM).

ii.

Legend Removal. Upon the written request by the Holder to the Company if, at the time of such request, the Holder covenants and

agrees that it has resold or will resell the Warrant Shares only (A)(i) pursuant to an effective registration statement registering

the issuance of the Warrant Shares to or resale of Warrant Shares by the Holder under the Securities Act, in a manner described under

the caption “Plan of Distribution” in such registration statement, in a manner in compliance with all applicable U.S. federal

and state securities laws, rules, and regulations, including, without limitation, any applicable prospectus delivery requirements of

the Securities Act, or (ii) in compliance with an available exemption under the Securities Act, and (B) concurrently with such

request, the Holder delivers to the Company, its counsel, and the Transfer Agent a customary written certification that the requirements

set forth in clause (A) are accurate, and if the Holder resold the Warrant Shares under (A)(ii), to the extent the Company’s

counsel or the Transfer Agent requires, additional customary requirements to qualify for the applicable exemption under the Securities

Act, the Company shall, no later than two (2) Trading Days following the delivery by the Holder to the Transfer Agent of one or

more legended certificates or book-entry statements representing any Securities subject to such request, together with such other documentation

from the Holder and its designated broker-dealer as the Transfer Agent deem reasonably necessary and appropriate, authorize the Transfer

Agent to remove the Securities Act restrictive legend (and any stop transfer instructions placed against transfer thereof) contemplated

by Section 2(d)(i) affixed to the Warrant Shares subject to such request. At the times the Company authorizes the removal

of the Securities Act restrictive legends on the Warrant Shares subject to such request (and any stop transfer instructions placed against

transfer thereof) pursuant to this Section 2(d)(ii)), the Company shall, at its sole expense, use its commercially reasonable

efforts to cause its legal counsel to issue to the Transfer Agent a legal opinion or direction letter authorizing the Transfer Agent

to remove the Securities Act restrictive legends contemplated by Section 2(d)(i) on the Warrant Shares subject to such request

(which legal opinion or direction letter may be delivered to the Transfer Agent in advance setting forth the conditions to the removal

of such legends). The Company shall be responsible for the fees of its Transfer Agent and the Company’s legal counsel associated

with any such legend removals. If counsel to the Company fails to provide a legal opinion reasonably satisfactory to the Transfer Agent

in accordance with this Section, the Holder shall have the right to provide an opinion of counsel selected by the Holder, the cost of

which shall be borne by the Company.

(e)

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. Upon the delivery by the Holder of a Notice of Exercise in accordance with Section

2(a), 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 the deliver order

(DO) system maintained by DTC (or any similar program hereafter adopted by DTC performing substantially the same function) or its Deposit

or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) the

legend has been properly removed from the Warrant in accordance with Section 2(d)(ii) or (B) there is an effective registration

statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, 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. In

any case, delivery will be made by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice

of Exercise and (ii) 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 is

received by the Warrant Share Delivery Date. 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 Shares on the date of the applicable

Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fourth 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 DTC/FAST 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 Shares 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 Holder fails to make payment of the aggregate Exercise Price of the Warrant Shares pursuant to a Notice

of Exercise within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company by wire transfer or cashier’s

check drawn on a United States bank, then the Company will have the right to rescind such exercise. If the Company fails to cause the

Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(e)(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(e)(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 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 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 that would have been issued had the Company timely

complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Shares having a total purchase price

of $11,000 to cover a Buy-In with respect to an attempted exercise of Shares with an aggregate sale price giving rise to such purchase

obligation of $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000.

The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request

of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available

to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver Shares upon exercise of the Warrant as required pursuant to the terms hereof.

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 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 if 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 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 fees charged by the

Transfer Agent and the Depository Trust Company (or other established clearing corporation) required for processing of any Notice of

Exercise.

vii.

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

of this Warrant, pursuant to the terms hereof.

(f)

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” (as defined for purposes of Section 13(d) of the 1934 Act) in excess of the Beneficial Ownership Limitation (as defined below).

For purposes of calculating “beneficial ownership” under this Section 2(f), the number of Shares beneficially owned

by the Holder and its Affiliates and Attribution Parties shall include the number of Shares issuable upon exercise of this Warrant with

respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of

the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties

and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without

limitation, any other 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(f), 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(f) 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 and shall have no liability for exercises of this Warrant that are in non-compliance with the Beneficial Ownership Limitation,

it being understood that the Company has the right to confirm that any exercise does not result in “holdings” of the Holder

exceeding the Beneficial Ownership Limitation. 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(f), in determining the number of outstanding Shares and Shares, a Holder may rely on the number of outstanding Shares and Shares

as reflected in (A) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form

8-K, or other public filings 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 outstanding. Upon the written

request of a Holder (which, for clarity, includes electronic mail), the Company shall within one Trading Day confirm orally and in writing

to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect

to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as

of which such number of outstanding Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the

number of Shares outstanding immediately after giving effect to the issuance of Shares 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 outstanding immediately after giving effect

to the issuance of Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(f) shall continue

to apply. Any change in the Beneficial Ownership Limitation will not be effective until the 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(f) 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.

ii.

To the extent the exercise of any portion of this Warrant requires the Company to receive the approval of the Company’s shareholders

pursuant to applicable Trading Market, the Company shall not effect such exercise of this Warrant, and a Holder shall not have the right

to exercise any such portion of this Warrant, pursuant to Section 2 or otherwise, unless and until such approval has been received

by the Company.

Section

3. Certain Adjustments.

(a)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise

makes a distribution or distributions on Shares or any other equity or equity equivalent securities payable in Shares (which, for avoidance

of doubt, shall not include any Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Shares into

a larger number of Shares, (iii) combines (including by way of reverse share split) outstanding Shares into a smaller number of Shares,

or (iv) issues by reclassification of Shares or 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 (excluding treasury Shares, if any) outstanding immediately

before such event (including those representing Shares) and of which the denominator shall be the number of Shares 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 shareholders 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, during such time as this Warrant

is outstanding, 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 (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 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 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 “holding”

or “beneficial ownership” of such Shares 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)

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, 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 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 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 “holding” or “beneficial

ownership” of any Shares 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.

(d)

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 (other than for the purpose

of changing the jurisdiction of incorporation of the Company or a holding company for the Company), (ii) the Company, directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance, or other disposition of all or substantially all of its assets (on

a consolidated basis) 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 Shares 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 voting power of

the outstanding securities of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any

reclassification, reorganization, or recapitalization of the Shares or any compulsory share exchange pursuant to which the Shares are

effectively converted into or exchanged for other securities, cash or property, 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) with another Person or group of Persons whereby such

other Person or group acquires greater than 50% of the outstanding Shares or greater than 50% of the voting power of the outstanding

securities of the Company (not including any Shares held by the other Person or other Persons making or party to, or associated or affiliated

with the other Persons making or party to, such share purchase agreement or other business combination) (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(f) on the exercise of this Warrant), the number of Shares or other

capital 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 for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section

2(f) 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 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 Shares are given any choice as

to the securities, cash, or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to

the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. 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(d)

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 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 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 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 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.

(e)

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 deemed to be issued and outstanding as of a given date

shall be the sum of the number of Shares (excluding treasury Shares, if any) issued and outstanding.

(f)

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the

Company shall promptly deliver via electronic mail to the Holder 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.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Shares, (C) the Company shall

authorize the granting to all holders of the Shares 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 shareholders of the Company shall be required in connection with any reclassification

of the Shares, 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 Shares are 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 via electronic mail to the Holder at its last address as it shall

appear upon the Warrant Register of the Company, at least 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 Shares 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

Shares of record shall be entitled to exchange their Shares 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 its 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.

(g)

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 of the Company.

Section

4. Transfer of Warrant.

(a)

Transferability. Subject to compliance with any applicable securities laws and the provisions below, 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 as Exhibit B 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. If, at the time of the surrender of this Warrant in connection with any transfer

of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under

the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale

restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such

transfer, that the Holder or transferee of this Warrant, as the case may be, to provide to the Company and the Transfer Agent an opinion

of counsel selected by the transferor and reasonably acceptable to the Company and the Transfer Agent, the cost of which shall be borne

by the Company and the form and substance of which opinion shall be reasonably satisfactory to the Company and the Transfer Agent, to

the effect that such transfer does not require registration of such transferred Warrants or Warrant Shares under the Securities Act.

(b)

New Warrants. 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 Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company 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.

(d)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act; provided, however, that the Investor reserves the right

to dispose of the Warrant Shares at any time in accordance with federal and state securities laws and the applicable securities laws

of any jurisdiction relevant to such disposition and subject to compliance with the terms of this Warrant.

Section

5. Miscellaneous.

(a)

No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends, or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(a), except as

expressly set forth in Section 3. Without limiting any rights of a Holder to receive cash payments pursuant to Section 2(e)(i)

and Section 2(e)(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 Share certificate, if mutilated, the

Company will make and deliver a new Warrant or Share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or Share 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 Shares a sufficient number of Shares to provide for the deposit of Shares 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 Shares 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)

Transfer Agent Instructions. The Company covenants and agrees that it will, at all times during the period the Warrant is outstanding,

maintain a duly qualified independent Transfer Agent. Subject to Section 5(g), the Company warrants that it will not direct its

Transfer Agent not to transfer or delay, impair, and/or hinder its Transfer Agent in transferring (or issuing and delivering) (electronically

or in certificated form) any certificate or book-entry statement for Warrant Shares to be issued to the Holder upon exercise of or otherwise

pursuant to this Warrant as and when required by this Warrant (provided, however, that the Transfer Agent shall not be required to remove

restrictive legends from the Warrant Shares if it has not received customary and reasonable documentation with respect to such removal

to its satisfaction and in accordance with this Warrant). Nothing in this Section shall affect in any way the Holder’s obligations

to comply with all applicable prospectus delivery requirements, if any, upon resale of the Warrant Shares. As a condition to any resale

of the Warrant Shares, (x) the Company or the Transfer Agent may require an opinion of the Company’s legal counsel, the form and

substance of which opinion shall be reasonably satisfactory to the Company, its legal counsel, and the Transfer Agent to the effect that

such resale has been registered under the Securities Act or does not require registration under the Securities Act pursuant to an available

exemption therefrom, and (y) the Investor shall provide to the Company, its legal counsel, and the Transfer Agent such representations

by the Investor and/or the broker executing such resale or other documentation required by the Company, its legal counsel, and the Transfer

Agent in support of such opinion. If the Company fails to cause its legal counsel to provide the legal opinion described in the immediately

preceding sentence in connection with a resale effected pursuant to an exemption from registration under the Securities Act (including

Section 4(a)(1) of the Securities Act and/or Rule 144 promulgated thereunder) and if permitted by the Transfer Agent, the Investor shall

have the right to provide an opinion of a legal counsel selected by the Investor and reasonably acceptable to the Company, which opinion

shall be in form and substance satisfactory to the Company (together with any representations by the Investor and/or the broker executing

such resale or other documentation required by the Company, and the Transfer Agent in support of such opinion), the cost of which shall

be borne by the Company. The Company shall also pay all costs associated with any opinions delivered by its legal counsel. If the Company

or a Holder provides such an opinion and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of

the Warrant Shares, promptly instruct its Transfer Agent to issue and deliver one or more certificates or book-entry statements, free

from restrictive legend, in such name and in such denominations as specified by the Holder with respect to such Warrant Shares. The Company

acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and

purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations

under this Section 5(e) may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions

of this Section, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach

and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required

(f)

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 hereby irrevocably submits that any dispute, controversy, or claim arising out of or relating to this Warrant

shall be submitted to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan

in the State of New York. Each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim

that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient

forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for

such 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 manner permitted by law. EACH

PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER

OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. The Company and the Holder agree that

all dispute resolution proceedings in accordance with this Section 5(f) may be conducted in a virtual setting. 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.

(g)

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will

have restrictions upon resale imposed by state and federal securities laws.

(h)

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, notwithstanding that all rights

hereunder terminate on the Termination Date. If the Company 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.

(i)

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 or by e-mail, addressed to the Company, at Actelis Networks

Inc., 4039 Clipper Court Fremont, California, Attention: Yoav Efron, Chief Financial Officer and Deputy Chief Executive Officer, email

address: yoave@actelis.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 4:30 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 4:30 p.m. (New York City time) on any Trading Day, or (iii) 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.

(j)

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 Shares or as a shareholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

(k)

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, without the necessity of showing economic loss and without any

bond or other security being required. The Company agrees that monetary damages may 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.

(l)

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.

(m)

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

(n)

Severability. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by

a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended

to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall

not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without

material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability

of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or

the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith

negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as

close as possible to that of the prohibited, invalid or unenforceable provision(s).

(o)

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.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

Actelis networks, inc.

By:

Name:

Yoav Efron

Title:

Deputy CEO and Chief Financial Officer

EXHIBIT

NOTICE

OF EXERCISE

To: Actelis

Networks, 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 register and 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:

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ___________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _____________________________________

Name

of Authorized Signatory: _______________________________________________________

Title

of Authorized Signatory: ________________________________________________________

Date:

___________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase

Warrant 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-10.3 — FORM OF AMENDMENT COMMITMENT COMMON WARRANT

EX-10.3

Filename: ea029658901ex10-3.htm · Sequence: 4

Exhibit

10.3

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

Actelis

Networks, Inc.

Warrant Shares: 3,000,000

Issue Date: July 1, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, White Lion Capital LLC 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 on which the Company successfully lists its Common Stock on an Eligible Market (the “Initial

Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the eighteen (18) month anniversary of

the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the

“Termination Date”) but not thereafter, to subscribe for and purchase from Actelis Networks, Inc., a Delaware corporation

(the “Company”), up to 3,000,000 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).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Common Stock Purchase Agreement (the “Purchase Agreement”), dated September 27, 2025, by and between the Company and

the Holder.

Section

2. Exercise.

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 (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

Warrant 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 as soon as reasonably practicable following

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.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.20, subject to adjustment hereunder

(the “Exercise Price”).

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 resale of the Warrant Shares by 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) =

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 L.P. (“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.

“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 (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.

“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 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 holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The

Company agrees not to take any position contrary to this Section 2(c).

Mechanics of Exercise.

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 the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), 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 earlier

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

Share Delivery Date. 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 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.

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 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.

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% of the number of shares of 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 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.

Section

3. Certain Adjustments.

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.

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).

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).

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 more than 50% of the outstanding

Common Stock or more than 50% of the voting power of the common equity of the Company, (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, 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) with another

Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or more

than 50% of the voting power of the common equity of the Company (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 average amount of Alternate Consideration issuable per shareholder 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. 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, the 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 determined as of the day of consummation

of the applicable 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 contemplated Fundamental Transaction

and the Termination Date, (B) an expected volatility equal to the volatility for the remaining exercise period as obtained from the HVT

function on Bloomberg (determined utilizing a 252 day annualization factor) as of the Trading Day immediately following the consummation

of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the VWAP

for the 30 days prior to the Trading Day immediately preceding the consummation of the applicable contemplated Fundamental Transaction,

(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) cost of borrow for the company’s stock at the exercise date. The payment of the Black

Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five

Business Days of the Holder’s election and (ii) 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 and the other Transaction Documents in accordance with

the provisions of this Section 3(d) 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(d) 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.

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.

Notice to Holder.

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.

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 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.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof

and the provisions of Section 4.1 of the Purchase Agreement, 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.

New Warrants. 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 Issue Date of this Warrant

and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company 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.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

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.

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.

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.

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.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Purchase Agreement.

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.

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 or the Purchase Agreement, 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.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Purchase Agreement.

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.

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.

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.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

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.

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.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

Actelis Networks, Inc.

By:

Name:

Title:

NOTICE

OF EXERCISE

To: Actelis

Networks, 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:

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant 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:

________________________________

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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