Exhibit 4.9


 


THIS
NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR UNLESS (i) SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND (ii)
AT THE OPTION OF THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
HAS BEEN DELIVERED TO THE COMPANY.


 


CYREN
LTD.


	No.__		CONVERTIBLE
                                         NOTE	 	 [date]



 


	 	 	 
	US$____	 	Israel


 


FOR
VALUE RECEIVED, Cyren Ltd., an Israeli company (“Company”), promises to pay to _____ (“Investor”),
the principal sum of _____ US Dollars ($____), or such lesser amount as shall then equal the outstanding principal
amount hereof, together with interest below), all on the terms set forth below. This Note is issued pursuant to the Convertible
Note Subscription Agreement of even date herewith (as amended, modified or supplemented, the “Subscription Agreement”)
between Company and the Investor and is one of several convertible notes of similar form and substance issued on or about the
date hereof to the Initial Investors (as defined in the Subscription Agreement) (the “Initial Notes”).


 


The
following is a statement of the rights of Investor and the conditions to which this Note is subject, and to which the Investor
hereof, by the acceptance of this Note, agrees:


 


	 	1)	Principal.


 


	 	a)	The
    aggregate unpaid principal amount of this Note shall be due and payable on September __, 2019 (the “Maturity Date”).


 


	 	2)	Interest.


 


	 	a)	The
    Company shall pay interest from the date of this Note on the unpaid principal balance of this Note at a rate equal to five
    percent (5%) per annum, computed on the basis of the actual number of days elapsed.


 


	 	b)	Interest
    shall be paid semi-annually (on September __ and March __, or the next business day should such date not fall on a business
    day), until the Maturity Date or conversion of the full principal amount of this Note into Note Shares (as defined in the
    Subscription Agreement) as provided herein.


 


	 	c)	On
    the earlier of: (i) the date of full conversion of this Note into Note Shares and (ii) the Maturity Date, the Company shall
    pay any unpaid and accrued interest as of such date.


 


	 	d)	At
    the option of the Company, and upon thirty days’ written notice prior to each applicable interest payment, half of such
    interest payment may be paid in Note Shares (based on a conversion price of $2.50) and the other half shall be paid in cash.
    Should such written notice not be timely provided, the full interest payment shall be payable in cash. Cash interest shall
    be paid to the Investor’s account in accordance with the wire instructions set forth in Schedule I.


 






     

     


    




 


	 	3)	Conversion.


 


	 	a)	Conversion
    Right. At the option of the Investor and by providing the Company with the original Note and executed subscription form,
    in the form attached as Schedule II hereto (the “Subscription Form”), the principal amount
    remaining due under the Note or a portion thereof may be converted into Note Shares of the Company at any time from the date
    of issuance and until the Maturity Date. Subject to Section 3(‎f) below, the number of Note Shares into which this Note
    may be converted shall be determined by dividing the amount of principal remaining due on this Note as of the date of conversion
    by an amount equal to $2.50 (the “Conversion Price”). For example, if the remaining principal amount of
    the Note is $1,000,000 then 400,000 Note Shares would be issued upon its full conversion.


 


	 	b)	Effect
    of Conversion of Notes. As promptly as practicable after the Company receives a duly executed Subscription Form for the
    number of Note Shares specified in the Subscription Form (such date of receipt, the “Conversion Date”),
    the Company will cause to be delivered to the Investor, and send to the Investor at its respective address specified in the
    Subscription Form, a certificate (which may be in book-entry form) for the appropriate number of Note Shares, which will not
    exceed that number which the Investor is entitled to purchase pursuant to the Note Certificate surrendered. No fractional
    shares will be issued upon conversion of this Note and the Company shall round-down, to the nearest whole number, the number
    of Note Shares issuable in connection with any conversion hereunder.


 


	 	c)	Subscription
    for Less than Entitlement. In the event of any partial conversion of this Note, the Investor, upon conversion thereof,
    will be entitled to receive a new Note in respect of the balance of the principal amount which remains due and unconverted.


 


	 	d)	Conversion
    at Maturity Date. To the extent that this Note is not converted by the Maturity Date then the rights of the Investor to
    convert this Note and receive Note Shares with respect to any principal amount remaining unconverted on such date shall cease
    and be of no further effect. 


 


	 	e)	Termination
    of Rights. All rights with respect to this Note shall terminate upon conversion hereof.


 


	 	f)	Adjustment
    of Conversion Price. If the Company shall raise funds through issuances of its ordinary shares or other securities convertible
    into its ordinary shares (excluding issuance of ordinary shares, options or other securities pursuant to equity or incentive
    benefit plans and excluding ordinary shares or securities issued in connection with previously issued convertible securities)
    (“New Issuance”), at a price per share which is less than $2.10, then the Conversion Price shall be adjusted
    and reduced so that it will be equal to the price per share implied in such New Issuance. If the New Issuance includes warrants
    or other inducements, the “implied price” will deduct the (Black-Scholes) calculated value of the warrants or
    other inducements. Such adjustment shall become effective on the date of such New Issuance. For example, (i) if the Company
    issues new ordinary shares at $1.80 per share, then the Conversion Price will be adjusted to $1.80, (ii) if the Company issues
    convertible debentures convertible into ordinary shares at $2.00 per share then the Conversion Price will be adjusted to $2.00
    or (iii) if the Company issues new units at a price of $2.50 per unit with each unit consisting of one share and one warrant,
    and further assuming that the warrant has a Black Scholes value of $0.50/warrant, then the Conversion Price will be adjusted
    to $2.00 (based on the “implied price” of $2.00 per share after deducting the $0.50 warrant value from the $2.50
    unit price).


 






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	 	g)	Mandatory
    Conversion upon M&A Transaction. If at any time following the execution of this Note but prior to its full conversion,
    the Company consummates an M&A Transaction (as defined below), then immediately prior to the closing of such M&A Transaction,
    the remaining due and unpaid principal amount together with any accrued and unpaid interest shall be converted into an amount
    of Note Shares in accordance with this Section ‎3). However, if the consideration in an M&A Transaction is at a price
    less then $2.50 per ordinary share, then the remaining due and unpaid principal amount together with any accrued and unpaid
    interest through the closing date of the M&A Transaction shall be repaid immediately prior to the closing of such M&A
    Transaction. For the purposes of this Note, the term "M&A Transaction" shall mean the occurrence of: (i) a merger
    (except where the holders of equity interests or the voting rights of the Company prior to the consummation of such transaction
    hold (directly or indirectly) more than 50% of the equity interests or the voting rights of the surviving entity following
    such transaction), or (ii) a sale of all or substantially all of the Company’s assets or shares, or (iii) a transfer
    of - or grant of an exclusive license to - all or substantially all of the Company’s intellectual property to, any other
    company, or any other entity or person, other than a wholly-owned subsidiary of the Company, or (iv) in the event that pursuant
    to a transaction or series of transactions a person or entity acquires fifty percent (50%) or more of the issued and outstanding
    shares of the Company or the right to appoint or elect at least fifty percent (50%) or more of the members of the Board.


 


	 	4)	Registration
    Rights. 


 


	 	a)	Automatic
    Registration. No later than 30 days after the Maturity Date, the Company shall prepare and file with the Securities and
    Exchange Commission (the “SEC”), a registration statement on Form F-3 (or any successor form thereto) and,
    if not then available to the Company, another applicable form covering the resale of any Registrable Securities outstanding
    on the Maturity Date and shall use its commercially reasonable efforts to have such registration statement declared effective
    as soon as reasonably practicable thereafter.


 


	 	b)	Demand
    Registration. Provided that at least $1,000,000 principal amount of Initial Notes have been converted, the Investor may
    demand, and the Company will, as soon as reasonably practicable, file and use its commercially reasonable efforts to effect
    the requested registration of Registrable Securities on Form F-3 (or any successor form thereto) and, if not then available
    to the Company, another applicable form.


 


	 	c)	Piggy-Back
    Registration. If, during the term of the Initial Notes, and provided that at least $1,000,000 aggregate principal amount
    of Initial Notes are outstanding, the Company shall determine to register any of its securities either for its own account
    or the account of another security holder or holders, other than a registration statement relating solely to employee or director
    benefit plans, the Company will:


 


	 	(i)   	 give
    advance written notice of the proposed registration to the Investor; and
	 	 	 
	 	(ii) 	  include
    in such registration any Registrable Securities as are specified in a written request made by the Investor and received by
    the Company within ten (10)  days after such written notice from the Company is received by the Investor.


 


For
purposes of this Section 4, “Registrable Securities” mean the Note Shares; provided, however,
that Registrable Securities shall not include:  (i) any Note Shares that have already been registered under the Securities
Act; (ii) any Shares that have been sold or transferred by the Investor thereof; (iii) any Note Shares that are eligible
to be freely resold without restriction pursuant to Rule 144 or another applicable exemption.


 


	 	5)	Restrictive
    Covenants. Without prior approval of the Requisite Majority Investors (as defined in the Subscription Agreement),
    the Company shall not:


 


	 	a)	issue
    new Debt that is senior to or ranks pari passu with the Initial Notes; 


 


	 	b)	sell
    assets in an aggregate amount exceeding $300,000 over a twelve month period, including account receivables; or


 


	 	c)	Issue
    new Debt which are not Initial Notes or Deferred Notes (as defined in the Subscription Agreement) that mature prior to the
    Initial Notes or Deferred Notes, as applicable; 


 


For
the purpose of this Section ‎5), "Debt" means any obligation for the repayment of money in respect of or pursuant
to moneys borrowed and amounts raised pursuant to any note, facility or the issue of bonds, debentures, or any similar instrument
having the commercial effect of borrowing; provided, however, that Debt shall not include: Initial Notes, Deferred Notes, hedging
transactions, standby letters of credit or bank guarantees, the acquisition cost of assets or services to the extent payable on
deferred payment terms, and the amount of any liability in respect of any inter-company guarantee, indemnity or other legally
binding instrument to assure payment of, or against loss in respect of non-payment.


 






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	 	6)	Events
    of Default. If any of the following events shall occur, the Investor may, so long as such condition exists and following
    the expiry of any cure period noted below, declare the entire principal and unpaid accrued interest hereon immediately due
    and payable, by notice in writing to Company:


 


	 	a)	a
    failure by Company to pay as and when due the principal and interest due on this Note or any portion thereof, and such failure
    shall continue for a period of thirty (30) days following written notice from Investor to the Company of such failure; or


 


	 	b)	a
    failure by Company in any material respect to perform any term, covenant or agreement contained in this Note or the Purchase
    Agreement and such default is not cured by Company within thirty (30) days after the Investor has given Company written notice
    of such default; or


 


	 	c)	the
    institution by Company of dissolution proceedings, or the appointment of a receiver, trustee, or other similar official of
    Company, or the making by Company of an assignment for the benefit of creditors, or the admission by Company in writing of
    its inability to pay its debts generally as they become due, in each case, which has not been cancelled or terminated within
    ten (10) days.


 


	 	7)	Successors
    and Assigns. The Company and Investor hereby agree that neither this Note nor any rights hereunder may be assigned,
    conveyed or transferred, in whole or in part, without the Company’s prior written consent, which the Company may withhold
    in its sole discretion; provided, however, that this Note may be assigned, conveyed or transferred without the prior
    written consent of the Company to any person that directly, or indirectly through one or more intermediaries, controls, is
    controlled by, or is under common control with Investor; provided, further, that such transferee executes an acknowledgement
    that such transferee is subject to all the terms and conditions of this Note and satisfies the Company as to compliance with
    applicable securities law as provided in the Subscription Agreement.  Subject to the aforementioned, the rights
    and obligations of the Company and Investor under this Note shall be binding upon and benefit their respective permitted successors,
    assigns, heirs, administrators and transferees.


 


	 	8)	Waiver
    and Amendment. Except as expressly provided herein, neither this Note nor any term hereof may be amended, waived,
    discharged or terminated other than by a written instrument signed by the Company and the Requisite Majority Investors.


 


	 	9)	Taxes. 
    All payments under this Note by the Company, including with respect to the issuance of the Note Shares to the Investor in
    lieu of interest payment in accordance with Section 2(d) of this Note, will be made without any deduction or withholding for
    or on account of any tax or other withholding or deduction in Israel unless such tax, deduction or withholding is required
    by any applicable law and regulations (including guidelines of the Israeli Tax Authority) then in effect (a “Required
    Tax, Deduction or Withholding”). If the Company is so required to deduct or withhold any Required Tax, Deduction
    or Withholding, then the Company will promptly notify Investor of such requirement and:


 


	 	a)	pay
    to the relevant authorities the full amount of the Required Tax, Deduction or Withholding (including the full amount required
    to be deducted or withheld from any additional amount paid by the Company to the Investor under this Section 9 promptly upon
    the earlier of determining that the Required Tax, Deduction or Withholding is required or receiving notice that such amount
    has been assessed against Investor; and


 


	 	b)	pay
    to the Investor, in addition to the payment or other consideration, after deducting the Required Tax, Deduction or Withholding,
    to which Investor is otherwise entitled under this Note, such additional amount as is necessary to ensure that the net amount
    actually received by the Investor will equal the full amount the Investor would have received had no such Required Tax, Deduction
    or Withholding been required.  


 


The
Investor shall provide the Company with prompt assistance, information and such documentation as may be require by the Company
to properly assess its withholding obligations.


 






    	 	4	 



     


    

 


	 	10)	Notices.
    All notices and other communications under this Note shall be in writing and shall be delivered in person or sent by documented
    overnight delivery service (a) if to the Investor, at the address of the Investor set forth in the Subscription Agreement,
    or (b) if to the Company, to the attention of its General Counsel at its principal offices at 1 Sapir St., 5th Floor, Beit
    Ampa P.O. Box 4014 Herzliya, 46140. Unless otherwise specified in this Note, all such notices and other written
    communications shall be effective (and considered delivered and received for the purposes of this Note) (i) if delivered,
    upon delivery or (ii) if sent by documented overnight delivery service, three (3) days following the date on which such the
    notice was sent.


 


	 	11)	No
    Shareholder Rights. Nothing contained in this Note shall be construed as conferring upon the Investor or any other
    person the right to vote or to consent or to receive notice as a shareholder in respect of meetings of shareholders for the
    election of directors of Company or any other matters or any rights whatsoever as a shareholder of Company.


 


	 	12)	Governing
    Law; Venue.. This Note shall in all respects be governed by and construed and enforced in accordance with the laws
    of New York without regard to its choice of law rules. The parties further agree to submit to the sole and exclusive jurisdiction
    and venue of the courts in New York, New York.


  


[Remainder
of Page Intentionally Left Blank]


  



    	 	5	 



     


    




 


IN
WITNESS WHEREOF, Company has caused this Note to be issued as of the date first written above.


 


	 	CYREN LTD.
	 	 	 
	 	By:	 
	 	 	Name:

        Title:



 


Acknowledged
and Agreed:


 


	INVESTOR:
    	 	 
	 	 	 	 
	 	Signed:
    	        	 
	 	Name:	 	 
	 	 	 	 
	 	Address:	 	 
	 	 	 	 
	 	 	 	Cyren
    Inc. hereby agrees and undertakes to guarantee the obligations of Cyren Ltd. (the Company) to the Investor to make timely
    payments of principal and interest in accordance with Sections 1 and 2 of the Note:


 


	 	CYREN INC.
	 	 	 
	 	By:	 
	 	 	Name:

        Title:



 


[Signature
Page to Convertible Note]


 



    	 	6	 



     


    

 


SCHEDULE
I – INVESTOR WIRE INSTRUCTIONS 


  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


SCHEDULE
II - SUBSCRIPTION FORM


  


Cyren
Ltd.


1
Sapir St., 5th Floor


Beit
Ampa P.O. Box 4014 


Herzliya,
46140 Israel


Attention:
General Counsel


  


To:       Cyren
Ltd.


  


The
undersigned holder of the enclosed Note (the “Investor”) hereby subscribes for ____ ordinary shares (the
“Shares”) of Cyren Ltd. (the “Company”) at a conversion price of $[2.50] per Share
on the terms and conditions of the enclosed Note. The Investor represents that, at the time of conversion of the Note, all of
the representations and warranties contained in the Convertible Note Subscription Agreement between the Company and the Investor
pursuant to which the Note was issued are true and accurate.  


 


The
undersigned acknowledges that the Shares shall bear such restrictive legends as may be required by applicable securities law.


 


The
Investor hereby directs that the Shares hereby subscribed for be registered in its name and delivered to the following address.


_____________________________________________________


 


 


DATED
this _____ day of ______________________, 20___.


 


In
the presence of:


 


Name
and Signature of Witness


Name
and Signature of Investor


 


Please
print below your name and address in full.


 


Name:


 


Address: