F-3/A









Exhibit 4.6  



	 	
THIS
WARRANT AND THE ORDINARY  SHARES  ISSUABLE  UPON  EXERCISE OF THIS WARRANT HAVE NOT
         BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE
 SECURITIES          LAWS.  THIS WARRANT AND THE ORDINARY  SHARES  ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY          NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE          REGISTRATION  STATEMENT  AS TO THIS  WARRANT  UNDER
 SAID ACT AND ANY  APPLICABLE  STATE          SECURITIES  LAWS OR AN OPINION  OF  COUNSEL
 REASONABLY  SATISFACTORY  TO B.O.S.  BETTER          ONLINE SOLUTIONS LTD.  THAT SUCH
REGISTRATION IS NOT REQUIRED. 






Right to Purchase up to ________ Ordinary Shares of

B.O.S. Better Online Solutions Ltd.

(subject to adjustment as provided herein) 



                                     ORDINARY SHARES PURCHASE WARRANT





		
		
		
		
		
	No. _________________	Issue Date: _________________








     B.O.S.
          BETTER ONLINE SOLUTIONS LTD. a company incorporated under the laws of the State
          of Israel hereby certifies that, for value received, ______________or assigns
          (the “Holder”), is entitled, subject to the terms set forth below, to
          purchase from the Company (as defined herein) from and after the Issue Date of
          this Warrant and at any time or from time to time before 5:00 p.m., New York
          time, through the close of business ___________ (the “Expiration
          Date”), up to _________fully paid and nonassessable Ordinary Shares (as
          hereinafter defined), NIS 4.00 nominal value per share, at the exercise price of
          $_______ per Ordinary Share (the “Exercise Price”). The number and
          character of such Ordinary Shares and the Exercise Price per share are subject
          to adjustment as provided herein. 






        As
used herein the following terms, unless the context otherwise requires, have the following
respective meanings: 



          		    (a)       
               The term “Company” shall include B.O.S. Better Online Solutions Ltd.
               and any corporation which shall succeed, or assume the obligations of B.O.S.
               Better Online Solutions Ltd. hereunder. 



               



          		    (b)       
               The term “Other Securities” refers to any securities of the Company or
               any other person (corporate or otherwise) which the Holder of the Warrant at any
               time shall be entitled to receive, or shall have received, on the exercise of
               the Warrant, in lieu of or in addition to Ordinary Shares, or which at any time
               shall be issuable or shall have been issued in exchange for or in replacement of
               Ordinary Shares or Other Securities pursuant to Section 3 or otherwise. 



               












        Capitalized
terms used herein without definition shall have the meanings ascribed to such terms in
that Securities Purchase Agreement dated as of the date hereof by and among the Company
and the Investor (as defined therein). 



    1.        Exercise
of Warrant.  



		1.1 	
Number of Shares Issuable upon Exercise. From and after the date hereof through and
including the Expiration Date, the Holder shall be entitled to receive, upon exercise of
this Warrant in whole or in part, by delivery of an original or fax copy of an exercise
notice in the form attached hereto as Exhibit A (the “Exercise Notice”)
and payment in accordance with Section 2.2 below, Ordinary Shares of the Company (the
“Warrant Shares”), subject to adjustment pursuant to Section 4. 






		1.2 	
Company Acknowledgment. The Company will, at the time of the partial exercise of
the Warrant, upon the request of the Holder hereof acknowledge in writing its continuing
obligation to afford to such Holder any rights to which such Holder shall continue to be
entitled after such partial exercise in accordance with the provisions of this Warrant. If
the Holder shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such rights. 






    2.        Procedure
for Exercise.  



		2.1 	
Delivery of Share Certificates, Etc., on Exercise. The Company agrees that the
Warrant Shares purchased upon exercise of this Warrant shall be deemed to be issued to the
Holder as the record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares in accordance
herewith. As soon as practicable after the exercise of this Warrant in full or in part,
and in any event within three (3) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities laws, a
certificate or certificates for the number of duly and validly issued, fully paid and
nonassessable Warrant Shares (or Other Securities) to which the Holder shall be entitled
on such exercise. 






	 	2.2 	Exercise. 






Payment shall be made in cash, by
wire transfer to a bank account the details of which shall have been provided by the
Company to the Holder in writing or by certified or official bank check payable to the
order of the Company, of the amount equal to the applicable aggregate Exercise Price for
the number of Ordinary Shares specified in the Exercise Notice (as such exercise number
shall be adjusted to reflect any adjustment in the total number of Warrant Shares issuable
to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to
receive the applicable number of duly authorized, validly issued, fully-paid and
non-assessable Warrant Shares (or Other Securities) determined as provided herein. 



2







	 	2.3 	Fractional
Shares. This Warrant may not be exercised for fractional shares. In lieu of
fractional shares the Company shall make a cash payment therefor
based upon the Exercise Price then in effect. 






    3.        Effect
of Reorganization, Etc.; Adjustment of Exercise Price.  



		3.1 	
Reorganization, Consolidation, Merger, Etc. In case at any time or from time to
time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into
any other person, including the sale of substantially all of the Company’s
outstanding share capital to a corporate third party, in consideration for such third
party’s securities, or (c) transfer all or substantially all of its properties or
assets to any other person under any plan or arrangement contemplating the dissolution of
the Company, then, in each such case, as a condition to the consummation of such a
transaction, proper and adequate provision shall be made by the Company whereby the Holder
of this Warrant, on the exercise hereof as provided in Sections 1 and 2 at any time after
the consummation of such reorganization, consolidation or merger or the effective date of
such dissolution, as the case may be, shall receive, in lieu of the Ordinary Shares
issuable on such exercise prior to such consummation or such effective date, the shares
and Other Securities and property (including cash) to which such Holder would have been
entitled upon such consummation or in connection with such dissolution, as the case may
be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject
to further adjustment thereafter as provided in Section 4. 






		3.2 	
Extraordinary Events Regarding Ordinary Shares. In the event that the Company shall
(a) issue additional Ordinary Shares as a dividend or other distribution on outstanding
Ordinary Shares, (b) subdivide its outstanding Ordinary Shares, or (c) combine its
outstanding Ordinary Shares into a smaller number of Ordinary Shares, then, in each such
event, the Exercise Price shall, simultaneously with the happening of such event, be
adjusted by multiplying the then Exercise Price by a fraction, the numerator of which
shall be the number of Ordinary Shares outstanding immediately prior to such event and the
denominator of which shall be the number of Ordinary Shares outstanding immediately after
such event, and the product so obtained shall thereafter be the Exercise Price then in
effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon
the happening of any successive event or events described herein in this Section 3.2. The
number of Ordinary Shares that the Holder of this Warrant shall thereafter, on the
exercise hereof be entitled to receive shall be increased or decreased, as the case may
be, to a number determined by multiplying the number of Ordinary Shares that would
otherwise (but for the provisions of this Section 3.2) be issuable on such exercise by a
fraction of which (a) the numerator is the Exercise Price that would otherwise (but for
the provisions of this Section 3.2) be in effect, and (b) the denominator is the Exercise
Price in effect on the date of such exercise. 






3







	 	3.3 	Good
Faith. All determinations with respect to adjustments by the Company hereunder shall be
made by the Board of Directors in good faith. 






    4.        Certificate
as to Adjustments. In each case of any adjustment or           readjustment in the
Ordinary Shares (or Other Securities) issuable on the           exercise of the Warrant,
the Company at its expense will promptly cause its           Chief Financial Officer or
other appropriate designee to compute such adjustment           or readjustment in
accordance with the terms of the Warrant and prepare a           certificate setting
forth such adjustment or readjustment and showing in detail           the facts upon
which such adjustment or readjustment is based.  



    5.        Reservation
of Shares, Etc., Issuable on Exercise of Warrant. The Company           will at all
times reserve and keep available, solely for issuance and delivery           on the
exercise of the Warrant, Ordinary Shares (or Other Securities) from time           to
time issuable on the exercise of the Warrant.  



    6.        Representations
of the Company. The Company represents that (i) all           corporate actions on
the part of the Company, its officers, directors and           shareholders necessary for
the sale and issuance of the Warrant Shares pursuant           hereto and the performance
of the Company’s obligations hereunder were           taken prior to and are
effective as of the issue date of this Warrant; (ii) the           Warrant Shares are
duly authorized and reserved for issuance by the Company and,           when issued in
accordance with the terms hereof, will be validly issued, fully           paid and
nonassessable and not subject to any preemptive rights, and (iii) the           execution
and delivery of this Warrant are not, and the issuance of the Warrant           Shares
upon exercise of this Warrant in accordance with the terms hereof will           not be,
inconsistent with the Company’s Articles of Association, do not and           will
not contravene any law, governmental rule or regulation, or, to the           Company’s
knowledge, any judgment or order applicable to the Company, and,           except for
consents that have already been obtained by the Company or except as           would not
have a Material Adverse Effect, do not and will not conflict with or           contravene
any provision of, or constitute a default under, any indenture,           mortgage,
contract or other instrument of which the Company is a party or by           which it is
bound, or require the consent or approval of, the giving of notice           to, the
registration with or the taking of any action in respect of or by any
          government authority or agency or other person.. as used herein, “Material
          Adverse Effect” means any material adverse effect on the business,
          properties, assets, operations, prospects, results of operations or condition
          (financial or otherwise) of the Company and its subsidiaries, taken as a whole.  



    7.        Representations
and Warranties by the Holder. The Holder represents and           warrants to the
Company as follows:  



		7.1 	
Holder understands that the Warrant is being offered and sold pursuant to an exemption or
exemptions from registration requirements of Israeli and US Federal and state securities
laws and that the Company is relying upon the truth and accuracy of Holder’s
representations contained in that Securities Purchase Agreement of even date herewith,
including, without limitation, that the Holder is an “Accredited Investor”
within the meaning of Regulation D under the Securities Act of 1933. 






4







		7.2 	
Holder has substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company so that it is capable of
evaluating the merits and risks of its investment in the Company and has the capacity to
protect its own interests. Holder is able to bear the economic risk of this investment. 






		7.3 	
Holder is acquiring the Warrant and the Ordinary Shares issuable upon exercise of the
Warrant for its own account for investment only, and not as a nominee or agent and not
with a view towards or for resale in connection with their distribution. 






    8.        Assignment;
Exchange of Warrant. Subject to compliance with applicable           securities laws,
this Warrant, and the rights evidenced hereby, may be           transferred in whole by
any registered Holder hereof (a “Transferor”)           in whole or in part. On
the surrender for exchange of this Warrant, with the           Transferor’s
endorsement in the form of Exhibit B attached hereto           (the “Transferor
Endorsement Form”) and together with evidence           reasonably satisfactory to
the Company demonstrating compliance with applicable           securities laws, which
shall include, without limitation, a legal opinion from           the Transferor’s
counsel that such transfer is exempt from the registration           requirements of
applicable securities laws, the Company at its expense (but with           payment by the
Transferor of any applicable transfer taxes) will issue and           deliver a new
Warrant of like tenor, in the name of the transferee specified in           such
Transferor Endorsement Form (each a “Transferee”), calling in the
          aggregate on the face thereof for the number of Ordinary Shares called for on
          the face of the Warrant so surrendered by the Transferor. Notwithstanding the
          foregoing, no opinion of counsel or “no-action” letter shall be
          necessary for a transfer without consideration by a Holder to any other entity
          which controls, is controlled by or is under common control with the Holder.  



    9.        Replacement
of Warrant. On receipt of evidence reasonably satisfactory to           the Company
of the loss, theft, destruction or mutilation of this Warrant and,           in the case
of any such loss, theft or destruction of this Warrant, on delivery           of an
indemnity agreement or security reasonably satisfactory in form and amount           to
the Company or, in the case of any such mutilation, on surrender and
          cancellation of this Warrant, the Company at its expense will execute and
          deliver, in lieu thereof, a new Warrant of like tenor.  



    10.        Registration
Rights. The Holder of this Warrant has been granted certain           registration
rights by the Company. These registration rights are set forth in a
          Registration Rights Agreement entered into by the Company and the Holder dated
          as of even date of this Warrant.  



    11.        Rights
of Shareholders. No Holder shall be entitled, in its capacity as a           Warrant
holder only, to vote or receive dividends or be deemed the holder of the
          Ordinary Shares or any Other Securities of the Company, which may at any time
be           issuable upon the exercise of this Warrant for any purpose, nor shall
anything           contained herein be construed to confer upon the Holder, as such, any
of the           rights of a shareholder of the Company or any right to vote for the
election of           directors or upon any other matter submitted to shareholders at any
meeting           thereof, or to give or withhold consent to any corporate action
(whether upon           any recapitalization, issuance of shares, reclassification of
shares, change of           nominal value, consolidation, merger, conveyance, or
otherwise) or to receive           notice of meetings, or to receive dividends or
subscription rights or otherwise           until the Warrant shall have been exercised
and the Ordinary Shares issuable           upon the exercise hereof shall have become
deliverable, as provided herein.  



5







    12.        Transfer
on the Company’s Books. Until this Warrant is transferred           on the books
of the Company, the Company may treat the registered holder hereof           as the
absolute owner hereof for all purposes, notwithstanding any notice to the
          contrary.  



    13.        Notices,
Etc. All notices and other communications from the Company to           the Holder of
this Warrant shall be deemed to have been sufficiently given and           received for
all purposes, (i) when delivered in writing by hand, upon delivery;           (ii) if
sent via facsimile or email, upon transmission and electronic           confirmation of
receipt (and if transmitted and received on a non-business day,           on the first
business day following transmission and electronic confirmation of           receipt),
(iii) seven (7) business days (and fourteen (14) business days for
          international mail) after being sent by certified or registered mail, postage
          and charges prepaid, return receipt requested, or (iv) three (3) business days
          after being sent by internationally overnight delivery providing receipt of
          delivery, to the address as may have been furnished to the Company in writing
by           such Holder or, until any such Holder furnishes to the Company an address,
then           to, and at the address of, the last Holder of this Warrant who has so
furnished           an address to the Company.  



    14.        Miscellaneous.
This Warrant and any term hereof may be changed, waived,           discharged or
terminated only by an instrument in writing signed by the party           against which
enforcement of such change, waiver, discharge or termination is           sought. This
Warrant shall be governed by and construed in accordance with the           laws of the
State of Israel without regard to principles of conflicts of laws.           Any dispute
arising under or in relation to this Agreement shall be adjudicated           in the
competent court of Tel Aviv-Jaffa district only, and each of the parties           hereby
submits irrevocably to the exclusive jurisdiction of such court. In the           event
that any provision of this Warrant is invalid or unenforceable under any
          applicable statute or rule of law, then such provision shall be deemed
          inoperative to the extent that it may conflict therewith and shall be deemed
          modified to conform with such statute or rule of law. Any such provision, which
          may prove invalid or unenforceable under any law shall not affect the validity
          or enforceability of any other provision of this Warrant. The headings in this
          Warrant are for purposes of reference only, and shall not limit or otherwise
          affect any of the terms hereof. The invalidity or unenforceability of any
          provision hereof shall in no way affect the validity or enforceability of any
          other provision.  



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        IN
WITNESS WHEREOF, this Warrant is executed as of the date first written above. 





		
		
		
		
		
	B.O.S. BETTER ONLINE SOLUTIONS LTD.	 






	
By:
——————————————

Name:
——————————————
Title:
——————————————		——————————————
By:
——————————————

Name:
——————————————
Title:
——————————————






7









EXHIBIT A 



FORM OF SUBSCRIPTION  

(To Be Signed Only On Exercise
Of Warrant) 






	To:  	B.O.S.
Better Online Solutions Ltd.








	 	Attention: 	Chief
Financial Officer






        The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.____),
hereby irrevocably elects to purchase (check applicable box): 



________        ________
Ordinary Shares covered by such Warrant;  





 o
 The undersigned herewith makes
payment of the full Exercise Price for such shares at the price per share provided for in
such Warrant, which is $___________. Such payment takes the form of (check applicable box
or boxes): 



        o

    $__________ by wire transfer of lawful money of the United States; and/or 




        o

    $__________ by certified or official bank check payable to the order of the Company 





        The
 undersigned  requests  that the  certificate  for such  shares be issued in the name of,
and delivered       to       ______________________________________________       whose
      address       is ______________________________________________________________. 






        The
undersigned represents and warrants that all offers and sales by the undersigned of the
securities issuable upon exercise of the within Warrant shall be made pursuant to
registration of the Ordinary Shares under the Securities Act of 1933, as amended (the
“Securities Act”) or pursuant to an exemption from registration under the
Securities Act. 



		
		
		
		
		
	Dated: _____________________	___________________________________________________________
		(Signature must conform to name of Holder as
 specified on the face of the Warrant)
	 
	 	Address: __________________________________________________
	 	                ___________________________________________________






A - 1











EXHIBIT B 


FORM OF TRANSFEROR ENDORSEMENT

(To Be Signed Only on Transfer of Warrant) 




For value received, the undersigned
hereby sells, assigns, and transfers unto the person named below under the heading
“Transferee” the right represented by the within Warrant to purchase the number
of Ordinary Shares of B.O.S Better Online Solutions Ltd. into which the within Warrant
relates and appoints each such person attorney-at-fact to transfer its respective right on
the books of B.O.S. Better Online Solutions Ltd. with full power of substitution. 



		
		
		
		
		
	NAME OF TRANSFEREE  	ADDRESS  






		
		
		
		
		
	DATED: _____________________ 	___________________________________________________________
		(SIGNATURE MUST CONFORM TO NAME
 OF HOLDER AS SPECIFIED ON
THE FACE
 OF THE WARRANT) 
	 
	 	ADDRESS: __________________________________________________ 
	 	

                   ___________________________________________________









		
		
		
		
		
	ACCEPTED AND AGREED: 	
	 
	[TRANSFEREE] 






	By:
——————————————

Name:
——————————————
Title:
——————————————		









B - 1