Exhibit
10.1


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT SAFE-T GROUP
LTD. TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.


 


AMENDMENT
TO AGREEMENT


 


This
amendment (the "Amendment") is made by and
between Safe-T Group Ltd., (“Company”), and ORB Spring Ltd. (“Partner”),
parties to the agreement made and entered into on August 8, 2022 (the "Agreement").



 


WHEREAS, the
Parties wish to amend the certain terms and/or conditions of the Agreement as more fully set forth herein;


 


NOW,
THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto hereby agree as follows:


 


		1.	Definitions. Capitalized
                                            terms used but not defined herein shall have the meanings set forth in the Agreement.



 


		2.	The
                                            Agreement is amended as follows:



 


		a)	Section
                                            1.4 is hereby waived and deleted in its entirety.



 





		b)	Section 3.2.3 is hereby amended to delete in part, as shown below:



“50%
of Series C and Series D Warrants shall vest on March 1, 2023 (the “Second Vesting Date”) and be exercisable as of
the Second Vesting Date and for three (3) years thereafter, subject to Section ‎3.3 below.; provided, however, that the Warrants
under this Section ‎3.2.3 shall expire on the Second Vesting Date in the event the Milestone is not met, and the Partner has notified
the Company on its decision to rescind the remaining balance of the Facility.”

 


		c)	Section
                                            3.2.4 hereby amended to delete in part, as shown below:



 


50% of Series C and Series D Warrants shall vest on September 1, 2023
(the “Third Vesting Date”) and be exercisable as of the Third Vesting Date and for three (3) years thereafter, subject
to Section ‎3.3 below; provided, however, that the Warrants under this Section ‎3.2.4 shall expire on the Third Vesting
Date in the event the Milestone is not met, and the Partner has notified the Company on its decision to rescind
the remaining balance of the Facility; and further provided, that the Warrants under this Section ‎3.2.4 shall expire
on the Third Vesting Date pro rata to the amounts of Tranches 3-8 which shall have not been actually withdrawn by the Company. By way
of illustration only, (a) if the Company, at its sole discretion, withdraws US$0.5 million out of US$2 million of Tranches 3-8 available
under this Agreement, than 75% of the Warrants under this Section ‎3.2.4 (i.e., 37.5% of the total amount of Series C Warrants and
37.5% of the total amount of Series D Warrants) shall expire on the Third Vesting Date; and (b) if the Company, at its sole discretion,
withdraws US$2 million out of US$2 million of Tranches 3-8 available under this Agreement, than none of the Warrants under this Section
‎3.2.4 shall expire on the Third Vesting Date


 






     


     


    

 


		d)	Schedule
                                            1.2 is hereby amended and replaced with the attached “Amended Schedule 1.2”.



 


		e)	Schedules
                                            3.4C and 3.4D are hereby amended to reflect the waiver and deletion herein of Section 1.4.
                                            Amended Schedules are attached hereto as “Amended Schedule 3.4C” and “Amended
                                            Schedule 3.4D”.



 


		3.	Except
                                            as set forth in this Amendment, the Agreement is unaffected and shall continue in full force
                                            and effect in accordance with its terms. If there is conflict between this amendment and
                                            the Agreement or any earlier amendment, the terms of this amendment will prevail.



 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as
of the date first above written.


 


	Safe-T
    Group Ltd.	 	ORB
    Spring Ltd.
	 	 	 
	/s/
    Shachar Daniel	 	/s/
    Barak Avitbul
	Shachar
    Daniel, Chief Executive Officer	 	Barak
    Avitbul, Chief Executive Officer
	 	 	 
	/s/
    Shai Avnit	 	 
	Shai
    Avnit, Chief Financial Officer	 	 


 


	Agreed
    and acknowledged:	 
	 	 
	/s/
    Barak Avitbul	 
	Barak
    Avitbul	 
	 	 
	Dated:
    October 27, 2022	 


  




    2


     


    


 


AMENDED
SCHEDULE 1.2


 


Tranches
Timetable


 


[**]


 




    3


     


    

 


AMENDED
SCHEDULE 3.4C


 


THIS
AMENDED AND RESTATED WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS AMENDED AND RESTATED WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES
LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 


 


AMENDED
AND RESTATED SERIES C WARRANT TO PURCHASE ORDINARY SHARES OF SAFE-T GROUP LTD.



 


	 Warrant
                                            Shares: 2,222,222
	                   Warrant
    Issue Date: August 11, 2022


 


 


THIS
AMENDED AND RESTATED SERIES C WARRANT (the “Warrant”)
certifies that, effective as of the Warrant Issue Date (as defined above), Mr. Barak Avitbul (the “Holder”) is entitled,
on the terms set forth below, to purchase from Safe-T Group Ltd., a company incorporated under the laws of the State of Israel (the “Company”),
the Warrant Shares (as defined below), in accordance with the terms hereof, at a purchase price per Warrant Share equal to the Series
C Exercise Price (as defined below).


 


This
Warrant is issued pursuant to the terms of that certain agreement between the Company and ORB Spring Ltd., dated August 8, 2022 (the
“Agreement”). In any conflict between the provisions of this Warrant and the provisions of the Agreement, the provisions
of the Agreement shall prevail. Any capitalized term not specifically defined herein shall have such meaning as is ascribed to it in
the Agreement.


 


	1.	Warrant Shares.
Subject to the terms and conditions hereinafter set forth, the Holder is entitled to subscribe for and purchase from the Company, during
the exercise periods and subject to the vesting schedule set forth in Section ‎4 below, up to 2,222,222 fully paid and non-assessable
Ordinary Shares of the Company (the “Warrant Shares”). The number of the Warrant Shares issuable hereunder may be
adjusted from time to time in accordance with the provisions of Section ‎8 below.



 



 


	2.	Exercise
                                            Price. The exercise price for each Warrant Share purchasable under this Warrant shall
                                            be US$0.675 (the “Series C Exercise Price”).



 


	3.	Legend.
                                            Each certificate for the Warrant Shares purchased under this Warrant shall bear a legend
                                            as follows unless such Warrant Shares have been registered under the Securities Act of 1933,
                                            as amended:



 


The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable
state law which, in the opinion of counsel to Safe-T Group Ltd., is available.


 






    4


     


    

 


		4.	Exercise
                                            Period; Vesting.



 


		4.1.	1,111,111 Series C Warrants to purchase up to 1,111,111 Warrant
Shares (50% of Series C Warrants) shall vest on March 1, 2023 (the “Second Vesting Date”) and be exercisable as of
the Second Vesting Date and for three (3) years thereafter, subject to Section ‎4.3 below.; provided, however, that the Warrants
under this Section ‎4.1 shall expire on the Second Vesting Date in the event the Milestone is not met, and the Partner has notified
the Company on its decision to rescind the remaining balance of the Facility;



 


		4.2.	1,111,111 Series C Warrants to purchase up to 1,111,111 Warrant
Shares (50% of Series C Warrants) shall vest on September 1, 2023 (the “Third Vesting Date”) and be exercisable as
of the Third Vesting Date and for three (3) years thereafter, subject to Section ‎‎4.3 below; provided, however, that
the Warrants under this Section ‎4.2 shall expire on the Third Vesting Date in the event the Milestone is not met, and the Partner
has notified the Company on its decision to rescind the remaining balance of the Facility; and further provided, that the Warrants
under this Section ‎‎4.2 shall expire on the Third Vesting Date pro rata to the amounts of Tranches 3-8 which shall have not
been actually withdrawn by the Company. By way of illustration only, (a) if the Company, at its sole discretion, withdraws US$0.5 million
out of US$2 million of Tranches 3-8 available under the Agreement, than 833,333 Series C Warrants to purchase up to 833,333 Warrant Shares
[75% of Series C Warrants under this Section ‎4.2] shall expire on the Third Vesting Date; and (b) if the Company, at its sole discretion,
withdraws US$2 million out of US$2 million of Tranches 3-8 available under the Agreement, than none of Series C Warrants under this Section
‎4.2 shall expire on the Third Vesting Date;



   


		4.3.	Notwithstanding the above, if at any time from and after the date of issuance of the Warrants hereof,
the closing price of the Company’s Ordinary Shares on the TASE (or other stock exchange or market on which the Ordinary Shares are
then listed or quoted, including by means of ADSs, as defined below) equals or exceeds US$1.0125 [1.5 (one point five) of Series C Exercise
Price per share], adjusted, if applicable, for the Company's capital events, such as stock splits, etc., for three (3) consecutive trading
days (the “Mandatory Exercise Measuring Period”), then the Company shall have the right to require the Holder and/or
any of his Transferees, to exercise all or any portion of Series C Warrants, still unexercised (and in such event vesting of any such
unexercised Series C Warrants required to be exercised shall be accelerated and all of them shall vest immediately), for a cash exercise,
as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued
and nonassessable Ordinary Shares, at the Series C Exercise Price (the “Mandatory Exercise”). The Company may exercise
its right to require exercise under this Section ‎4.3 by delivering within not more than five (5) trading days following the end of
such Mandatory Exercise Measuring Period a written notice thereof to the Holder (which notice for the purposes hereof shall also be deemed
a notice to his Transferees (the “Mandatory Exercise Notice” and the date that Holder received such notice is referred
to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise
Notice shall state (i) the trading day on which the Mandatory Exercise shall occur, which shall be the second trading day following the
Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (ii) the aggregate number of Warrants which the Company
has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Warrants”) pursuant to this Section ‎4.3.
If the Holder or any of his Transferees then holding the Warrants, fails to provide the Company on the Mandatory Exercise Date or within
five (5) business days thereafter, with the aggregate exercise price of the Mandatory Exercise Warrants or any part thereof, at the end
of such period any nonpaid Mandatory Exercise Warrants shall automatically terminate and become null and void.



 


		4.4.	Notwithstanding the above, this Warrant may not be exercised on the Record
Date (as such term is defined under the TASE rules and regulations) of: (i) a distribution of bonus shares; (ii) a rights offer; (iii)
any distribution of dividends; (iv) a consolidation of the share capital of the Company; (v) a share split; or (vi) a reduction of the
share capital of the Company (each of the above: a “Corporate Event”). In addition, if the Ex-Date (as such term is
defined under the TASE rules and regulations) for a Corporate Event occurs before the Record Date for such Corporate Event, then the Warrant
may not be exercised on the said Ex-Date.



 






    5


     


    

 





		5.	Manner of Exercise.



 


		5.1.	The Warrant may be exercised by the delivery of the Warrant to the Company at its principal office, together
with a duly executed copy of the form of Notice of Exercise attached hereto as Exhibit A, to the chief financial officer
of the Company at its principal offices and the payment to the Company of an amount equal to the aggregate of the Series C Exercise Price
for all of the Warrant Shares being purchased, in immediately available cash funds.



 


		5.2.	Unless otherwise agreed in writing by the Parties, the closing of each such Exercise Notice shall occur
no later than three (3) TASE trading days after the date of delivery of such Exercise Notice (the “Warrant Closing Date”),
at which time Holder shall pay its Exercise Price to the Company by wire transfer and the Company shall issue the Warrant Shares and transfer
to its registration company (the “Registration Company”) all the documents and information required in order to deposit
the Warrant Shares in Holder's account (which details shall be provided to the Company in the Exercise Notice) and shall cause the Registration
Company to register such deposit; if and when issued in accordance with the provisions hereof, the Warrant Shares shall be listed for
trading on the TASE and, subject to the provisions of Section 3.7 of the Agreement, on Nasdaq.



 


		5.3.	No fractional shares or scrip representing fractional shares shall be issued upon exercise of this Warrant.
As to any fraction of a Warrant 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
Series C Exercise Price or round up to the next whole share.



 


		6.	Issuance of Shares on Exercise. Following an exercise as provided in Section ‎‎5 above,
the Warrant Shares so purchased shall be issued and the Holder shall be deemed the record owner of such Warrant Shares, as of the close
of business on the date on which the last of the actions required to exercise the Warrant as provided in Section ‎5 above has been
completed.



 


		7.	Holder's Rights as a Shareholder. The Holder shall not be entitled to any right as a shareholder
of the Company with respect to Warrant Shares until such time that it becomes a holder of Warrant Shares in accordance with Section ‎6
above. Upon becoming a holder of Warrant Shares, such shares shall entitle the Holder to all rights attached to the shares of the same
class under the Company’s articles of association (the “Articles”) then in effect.



 


		8.	Adjustments



 


The Series C Exercise
Price and the number of Warrant Shares purchasable hereunder are subject to adjustment from time to time, as follows:


 


		8.1.	If the Company at any time, while any of the Warrants are
exercisable and outstanding, subdivides its Ordinary Shares, the number of Warrant Shares issuable upon exercise of the Warrants shall
be proportionately increased and, for the avoidance of any doubt, the Series C Exercise Price per Warrant Share shall be proportionally
reduced.



 


		8.2.	If the Company at any time, while any of the Warrants are
exercisable and outstanding, combines its Ordinary Shares, the number of Warrant Shares issuable upon the exercise of the Warrants shall
be proportionately decreased and, for the avoidance of any doubt, the Series C Exercise Price per Warrant Share shall be proportionally
increased.


 






    6


     


    

 


		8.3.	If
the Company at any time, while any of the Warrants are exercisable and outstanding, pays a dividend with respect to the Ordinary Shares,
then the Series C Exercise Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such
dividend or distribution (the “Record Date”), to such price that equals the product of the Series C Exercise Price
in effect immediately prior to the Record Date multiplied by a fraction (X) the numerator of which shall be the opening price of the
Ordinary Shares as published by the TASE on the “Ex-Dividend” date, and (Y) the denominator of which shall be the closing
price of the Ordinary Shares as published by the TASE on the last trading day immediately prior to the relevant "Ex-Dividend"
date. Such adjustment shall be subject to the receipt of any tax ruling or approval required under applicable law.



 


		8.4.	In
the event that the Company at any time, while any of the Warrants are exercisable and outstanding, makes or fixes a record date for the
determination of holders of shares entitled to receive bonus shares, then the number of Warrant Shares exercisable upon exercise of the
Warrants then outstanding shall be increased by a number of Warrant Shares equal to the number of shares that the Holder would have been
entitled to receive in respect of the Warrant Shares for which the Warrants could have been exercised immediately prior to the ex-bonus
shares date.



 


		8.5.	In
the event that the Company at any time, while any of the Warrants are exercisable and outstanding, makes or fixes a record date for the
determination of holders of shares entitled to receive rights to purchase shares of the Company upon any rights offering by the Company,
then the number of Warrant Shares exercisable upon the exercise of the Warrants then outstanding shall be increased to reflect the bonus
component in the rights offering, being expressed as a fraction, the numerator of which shall be the closing price of the Ordinary Shares
as published by TASE on the last trading day immediately prior to the ex-rights date and the denominator of which shall be the ex-rights
price per share as shall be published by TASE.



 


		8.6.	If
the Company, at any time, while any of the Warrants are exercisable and outstanding, distributes to holders of Ordinary Shares as a dividend
any asset other than cash or Company's securities (in each case, “Distributed Property”), then provision shall be
made so that upon exercise of the Warrants, the Company will deliver to the Holder with respect to Holder's warrants then outstanding
the Distributed Property that such holder would have been entitled to receive in respect of the Warrant Shares for which the Holder's
outstanding warrants could have been exercised immediately prior to the record date of such distribution.



 


		8.7.	If
a Merger Event (as defined below) occurs at any time while the Warrants are exercisable and outstanding, then lawful provision shall
be made so that Holder shall thereafter be entitled to receive, upon exercise of the Warrants, the number of Ordinary Shares or other
securities or property of the successor corporation resulting from such Merger Event that would have been issuable if Holder had exercised
the Warrants immediately prior to the Merger Event. In any such case, the Company shall take all action, including any adjustment (as
determined in good faith by the Company's Board of Directors with respect to all outstanding options and warrants issued by the Company),
to protect all the rights and interests of the Holder after the Merger Event such that all rights and interests of the Holder in this
Agreement (including adjustments of the Exercise Price and/or number of Ordinary Shares purchasable) shall be applicable in their entirety.
For the purposes hereof “Merger Event” means a merger or consolidation involving the Company in which the Company is not
the surviving entity, or in which the outstanding Ordinary Shares of the Company are otherwise converted into or exchanged for shares
of capital of another entity.



 






    7


     


    

 


		9.	Representations
                                            and Warranties of the Company



 


The
Company represents and warrants to Holder as follows:


 


		9.1.	This
Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance
with its terms. The Warrant Shares are duly authorized and reserved for issuance by the Company and, when issued in accordance with the
terms hereof, will be (i) duly authorized, validly issued, fully paid, non-assessable, (ii) issued in compliance with all applicable
laws, including Israeli Securities Law and the Act, (iii) free of any rights of first refusal, co-sale rights, preemptive rights or any
other applicable subscription or participation rights and (iv) free and clear of any liens, claims, encumbrances or third party rights
of any kind, subject to any lock-up requirements as prescribed by law and referenced in Sections 3.5 and 3.6 of the Agreement (of which
the Holder is aware). Holder acknowledges that in making the foregoing representation the Company is relying upon Holder’s representations
in the Agreement, including without limitation in Section 3.8 of the Agreement and the certificate provided thereunder, and Holder hereby
represents and warrants to the Company that such representations and warranties are accurate as of the date hereof.



 


		9.2.	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 Articles and any other Company's governing documents, do not and will not contravene
any law, regulation or judgment applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute
a default under, any legal instrument of which the Company is a party or by which it is bound.



 


		10.	Transferability.
                                            Series C Warrants shall not be transferrable, save to transfer to the Transferees. Any transfer
                                            to a Transferee hereunder shall be conducted by using the Form of Transfer, substantially
                                            in the form of Exhibit B hereto.



 


		11.	Saturdays,
                                            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.



 


		12.	Entire
                                            Agreement, Amendments. This Warrant, the Agreement and any other documents delivered
                                            pursuant hereto or thereto, set forth the entire understanding of the parties with respect
                                            to the subject matter hereof. No modification or amendment of this Warrant will be valid
                                            unless executed in writing by the Company and the Holder.



 


		13.	Notices.
                                            All notices and other communications given or made pursuant to this Warrant shall be in writing
                                            and shall be given and deemed delivered as provided in Section 13 to the Agreement.



 


		14.	Titles
                                            and Subtitles. The titles and subtitles used in this Warrant are used for convenience
                                            only and are not to be considered in construing or interpreting this Warrant. All references
                                            in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer
                                            to sections and paragraphs hereof and exhibits attached hereto.



 


		15.	Law;
                                            Jurisdiction. Provisions of Section 10 of the Agreement shall apply with regard to the
                                            governing law and jurisdiction.



 


		16.	Counterparts.
                                            This Warrant may be executed in any number of counterparts, each of which shall be deemed
                                            an original and enforceable against the parties actually executing such counterpart, and
                                            all of which together shall constitute one and the same instrument.



 






    8


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.


 


	SAFE-T
    GROUP LTD.	 
	 	 
	 	 
	By:	Shachar
    Daniel, Chief Executive Officer	 
	 	Shai
    Avnit, Chief Financial Officer	 
	 	 	 
	AGREED
    AND ACCEPTED:	 
	 	 
		 
	Barak
    Avitbul 	 



 



    9


     


    

 


EXHIBIT A


 


NOTICE
OF EXERCISE


 


To:
SAFE-T GROUP LTD.


 


Attn:
Chief Financial Officer


 


		1.	The
                                            undersigned hereby elects to purchase [FILL IN NUMBER OF SHARES] ____________ shares
                                            of Ordinary Shares of the share capital of Safe-T Group Ltd. pursuant to the terms of the
                                            attached Series C Warrant (the “Warrant”), and tenders herewith payment
                                            in full for the purchase price of the shares being purchased.



 


		2.	Please
                                            issue a certificate or certificates representing said Warrant Shares in the name of the undersigned,
                                            and record same in the Company’s internal share registry.



 


		3.	The
                                            undersigned hereby represents and warrants that the aforesaid Warrant Shares are being acquired
                                            for the account of the undersigned for investment and not with a view to, or for resale,
                                            in connection with the distribution thereof, and that the undersigned has no present intention
                                            of distributing or reselling such shares. The undersigned further represents and warrants
                                            that the representations of Mr. Barak Avitbul contained in Section 3.8 of the Agreement between
                                            the Company and ORB Spring Ltd. and acknowledged by Mr. Avitbul, dated August 8, 2022, remain
                                            accurate in all respects as of the date hereof (it being understood that if the undersigned
                                            is a Transferee of the Warrant from Mr. Avitbul, such representations are being made by the
                                            undersigned as if it were a party to such Agreement).



 


	 	By:
    	 
	 	Name:	 
	 	Title:	 
	 	Address: 	 
	 	Date:	 


 






    10


     


    

 


EXHIBIT
B


 


FORM
OF TRANSFER


 


(To
be signed only upon transfer of Warrant)


 


FOR
VALUE RECEIVED, the undersigned (the “Transferor”) hereby sells, assigns and transfers unto ______________________________________________,
being Transferee, (the “Transferee”) the Warrant to purchase _____________ Warrant Shares in an aggregate exercise
price of US$ _________ and appoints ______________, as Attorney-in-Fact to transfer said Warrant on the books of Safe-T Group Ltd., with
full power of substitution in the premises. The Transferor further represents that the transfer is made in accordance with the terms
of the Warrant.


	 	 
	Dated:
    __________________	 
	 	 
	________________________	 
	 	 
	By:
    Barak Avitbul	 


 


 


and
the undersigned Transferee hereby agrees to the transfer and agrees to be bound by the terms and conditions of the Warrant and represents
and warrants that the representations contained in Section 3.8 of the Agreement between the Company and ORB Spring Ltd. (“ORB”),
dated August 8, 2022, remain accurate in all respects as of the date hereof (it being understood that such representations are being
made by the undersigned as if it were a party to such Agreement).


 


	Dated:
    __________________	 
	 	 
	By:	 
	 	 
	Name:
    	 


 






    11


     


    

 


AMENDED
SCHEDULE 3.4D


 


THIS
AMENDED AND RESTATED WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS AMENDED AND RESTATED WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES
LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 


 


AMENDED
AND RESTATED SERIES D WARRANT TO PURCHASE ORDINARY SHARES OF SAFE-T GROUP LTD.



 


	Warrant
Shares: 370,370
	                   Warrant
    Issue Date: August 11, 2022


 


THIS
AMENDED AND RESTATED SERIES D WARRANT (the “Warrant”)
certifies that, effective as of the Warrant Issue Date (as defined above), Mr. Barak Avitbul (the “Holder”) is entitled,
on the terms set forth below, to purchase from Safe-T Group Ltd., a company incorporated under the laws of the State of Israel (the “Company”),
the Warrant Shares (as defined below), in accordance with the terms hereof, at a purchase price per Warrant Share equal to the Series
D Exercise Price (as defined below).


 


This
Warrant is issued pursuant to the terms of that certain agreement between the Company and ORB Spring Ltd., dated August 8, 2022 (the
“Agreement”). In any conflict between the provisions of this Warrant and the provisions of the Agreement, the provisions
of the Agreement shall prevail. Any capitalized term not specifically defined herein shall have such meaning as is ascribed to it in
the Agreement.


 





		1.	Warrant Shares. Subject to the terms and conditions hereinafter set forth, the Holder is entitled
to subscribe for and purchase from the Company, during the exercise periods and subject to the vesting schedule set forth in Section ‎4
below, up to 370,370 fully paid and non-assessable Ordinary Shares of the Company (the “Warrant Shares”). The number
of the Warrant Shares issuable hereunder may be adjusted from time to time in accordance with the provisions of Section ‎8 below.



 


		2.	Exercise Price. The exercise price for each Warrant Share purchasable under this Warrant shall
be US$1.35 (the “Series D Exercise Price”).



 


		3.	Legend. Each certificate for the
Warrant Shares purchased under this Warrant shall bear a legend as follows unless such Warrant Shares have been registered under the Securities
Act of 1933, as amended:



 


The securities represented by this
certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law. Neither
the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effective registration
statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which, in the opinion of
counsel to Safe-T Group Ltd., is available.

 






    12


     


    

 





		4.	Exercise Period; Vesting.



 


		4.1.	185,185 Series D Warrants to purchase up to 185,185 Warrant
Shares (50% of Series D Warrants) shall vest on March 1, 2023 (the “Second Vesting Date”) and be exercisable as of
the Second Vesting Date and for three (3) years thereafter, subject to Section ‎4.3 below. ; provided, however, that the
Warrants under this Section ‎4.1 shall expire on the Second Vesting Date in the event the Milestone is not met, and the Partner has
notified the Company on its decision to rescind the remaining balance of the Facility;



 


		4.2.	185,185 Series D Warrants to purchase up to 185,185 Warrant
Shares (50% of Series D Warrants) shall vest on September 1, 2023 (the “Third Vesting Date”) and be exercisable as
of the Third Vesting Date and for three (3) years thereafter, subject to Section ‎‎4.3 below; provided, however, that
the Warrants under this Section ‎4.2 shall expire on the Third Vesting Date in the event the Milestone is not met, and the Partner
has notified the Company on its decision to rescind the remaining balance of the Facility; and further provided, that the Warrants
under this Section ‎‎4.2 shall expire on the Third Vesting Date pro rata to the amounts of Tranches 3-8 which shall have not
been actually withdrawn by the Company. By way of illustration only, (a) if the Company, at its sole discretion, withdraws US$0.5 million
out of US$2 million of Tranches 3-8 available under the Agreement, than 138,889 Series D Warrants to purchase up to 138,889 Warrant Shares
[75% of Series D Warrants under this Section ‎4.2] shall expire on the Third Vesting Date; and (b) if the Company, at its sole discretion,
withdraws US$2 million out of US$2 million of Tranches 3-8 available under the Agreement, than none of Series D Warrants under this Section
‎4.2 shall expire on the Third Vesting Date;



 


		4.3.	Notwithstanding the above, if at any time from and after
the date of issuance of the Warrants hereof, the closing price of the Company’s Ordinary Shares on the TASE (or other stock exchange
or market on which the Ordinary Shares are then listed or quoted, including by means of ADSs, as defined below) equals or exceeds US$2.025
[1.5 (one point five) of Series D Exercise Price per share], adjusted, if applicable, for the Company's capital events, such as stock
splits, etc., for three (3) consecutive trading days (the “Mandatory Exercise Measuring Period”), then the Company
shall have the right to require the Holder and/or any of his Transferees, to exercise all or any portion of Series D Warrants, still
unexercised (and in such event vesting of any such unexercised Series D Warrants required to be exercised shall be accelerated and all
of them shall vest immediately), for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each
as defined below) into fully paid, validly issued and nonassessable Ordinary Shares, at the Series D Exercise Price (the “Mandatory
Exercise”). The Company may exercise its right to require exercise under this Section ‎4.3 by delivering within not more
than five (5) trading days following the end of such Mandatory Exercise Measuring Period a written notice thereof to the Holder (which
notice for the purposes hereof shall also be deemed a notice to his Transferees (the “Mandatory Exercise Notice” and
the date that Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise
Notice shall be irrevocable. The Mandatory Exercise Notice shall state (i) the trading day on which the Mandatory Exercise shall occur,
which shall be the second trading day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (ii)
the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise
Warrants”) pursuant to this Section ‎4.3. If the Holder or any of his Transferees then holding the Warrants, fails to provide
the Company on the Mandatory Exercise Date or within five (5) business days thereafter, with the aggregate exercise price of the Mandatory
Exercise Warrants or any part thereof, at the end of such period any nonpaid Mandatory Exercise Warrants shall automatically terminate
and become null and void.


 






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		4.4.	Notwithstanding the above,
this Warrant may not be exercised on the Record Date (as such term is defined under the TASE rules and regulations) of: (i) a distribution
of bonus shares; (ii) a rights offer; (iii) any distribution of dividends; (iv) a consolidation of the share capital of the Company;
(v) a share split; or (vi) a reduction of the share capital of the Company (each of the above: a “Corporate Event”).
In addition, if the Ex-Date (as such term is defined under the TASE rules and regulations) for a Corporate Event occurs before the Record
Date for such Corporate Event, then the Warrant may not be exercised on the said Ex-Date.



 


		5.	Manner of Exercise.



 


		5.1.	The Warrant may be exercised by the delivery of the Warrant
to the Company at its principal office, together with a duly executed copy of the form of Notice of Exercise attached hereto as Exhibit
A, to the chief financial officer of the Company at its principal offices and the payment to the Company of an amount equal to
the aggregate of the Series D Exercise Price for all of the Warrant Shares being purchased, in immediately available cash funds.



 


		5.2.	Unless otherwise agreed in writing by the Parties, the closing
of each such Exercise Notice shall occur no later than three (3) TASE trading days after the date of delivery of such Exercise Notice
(the “Warrant Closing Date”), at which time Holder shall pay its Exercise Price to the Company by wire transfer and
the Company shall issue the Warrant Shares and transfer to its registration company (the “Registration Company”) all
the documents and information required in order to deposit the Warrant Shares in Holder's account (which details shall be provided to
the Company in the Exercise Notice) and shall cause the Registration Company to register such deposit; if and when issued in accordance
with the provisions hereof, the Warrant Shares shall be listed for trading on the TASE and, subject to the provisions of Section 3.7
of the Agreement, on Nasdaq.



 


		5.3.	No fractional shares or scrip representing fractional shares
shall be issued upon exercise of this Warrant. As to any fraction of a Warrant 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 Series D Exercise Price or round up to the next whole share.



 


		6.	Issuance of Shares on Exercise. Following an exercise as provided in Section ‎‎5 above,
the Warrant Shares so purchased shall be issued and the Holder shall be deemed the record owner of such Warrant Shares, as of the close
of business on the date on which the last of the actions required to exercise the Warrant as provided in Section ‎5 above has been
completed.



 


		7.	Holder's Rights as a Shareholder. The Holder shall not be entitled to any right as a shareholder
of the Company with respect to Warrant Shares until such time that it becomes a holder of Warrant Shares in accordance with Section ‎6
above. Upon becoming a holder of Warrant Shares, such shares shall entitle the Holder to all rights attached to the shares of the same
class under the Company’s articles of association (the “Articles”) then in effect.


 






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		8.	Adjustments



 


The
Series D Exercise Price and the number of Warrant Shares purchasable hereunder are subject to adjustment from time to time, as follows:


 


		8.1.	If
the Company at any time, while any of the Warrants are exercisable and outstanding, subdivides its Ordinary Shares, the number of Warrant
Shares issuable upon exercise of the Warrants shall be proportionately increased and, for the avoidance of any doubt, the Series D Exercise
Price per Warrant Share shall be proportionally reduced.



 


		8.2.	If
the Company at any time, while any of the Warrants are exercisable and outstanding, combines its Ordinary Shares, the number of Warrant
Shares issuable upon the exercise of the Warrants shall be proportionately decreased and, for the avoidance of any doubt, the Series
D Exercise Price per Warrant Share shall be proportionally increased.



 


		8.3.	If
the Company at any time, while any of the Warrants are exercisable and outstanding, pays a dividend with respect to the Ordinary Shares,
then the Series D Exercise Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such
dividend or distribution (the “Record Date”), to such price that equals the product of the Series D Exercise Price
in effect immediately prior to the Record Date multiplied by a fraction (X) the numerator of which shall be the opening price of the
Ordinary Shares as published by the TASE on the “Ex-Dividend” date, and (Y) the denominator of which shall be the closing
price of the Ordinary Shares as published by the TASE on the last trading day immediately prior to the relevant "Ex-Dividend"
date. Such adjustment shall be subject to the receipt of any tax ruling or approval required under applicable law.



 


		8.4.	In
the event that the Company at any time, while any of the Warrants are exercisable and outstanding, makes or fixes a record date for the
determination of holders of shares entitled to receive bonus shares, then the number of Warrant Shares exercisable upon exercise of the
Warrants then outstanding shall be increased by a number of Warrant Shares equal to the number of shares that the Holder would have been
entitled to receive in respect of the Warrant Shares for which the Warrants could have been exercised immediately prior to the ex-bonus
shares date.



 


		8.5.	In
the event that the Company at any time, while any of the Warrants are exercisable and outstanding, makes or fixes a record date for the
determination of holders of shares entitled to receive rights to purchase shares of the Company upon any rights offering by the Company,
then the number of Warrant Shares exercisable upon the exercise of the Warrants then outstanding shall be increased to reflect the bonus
component in the rights offering, being expressed as a fraction, the numerator of which shall be the closing price of the Ordinary Shares
as published by TASE on the last trading day immediately prior to the ex-rights date and the denominator of which shall be the ex-rights
price per share as shall be published by TASE.



 


		8.6.	If
the Company, at any time, while any of the Warrants are exercisable and outstanding, distributes to holders of Ordinary Shares as a dividend
any asset other than cash or Company's securities (in each case, “Distributed Property”), then provision shall be
made so that upon exercise of the Warrants, the Company will deliver to the Holder with respect to Holder's warrants then outstanding
the Distributed Property that such holder would have been entitled to receive in respect of the Warrant Shares for which the Holder's
outstanding warrants could have been exercised immediately prior to the record date of such distribution.



 


		8.7.	If
a Merger Event (as defined below) occurs at any time while the Warrants are exercisable and outstanding, then lawful provision shall
be made so that Holder shall thereafter be entitled to receive, upon exercise of the Warrants, the number of Ordinary Shares or other
securities or property of the successor corporation resulting from such Merger Event that would have been issuable if Holder had exercised
the Warrants immediately prior to the Merger Event. In any such case, the Company shall take all action, including any adjustment (as
determined in good faith by the Company's Board of Directors with respect to all outstanding options and warrants issued by the Company),
to protect all the rights and interests of the Holder after the Merger Event such that all rights and interests of the Holder in this
Agreement (including adjustments of the Exercise Price and/or number of Ordinary Shares purchasable) shall be applicable in their entirety.
For the purposes hereof “Merger Event” means a merger or consolidation involving the Company in which the Company is not
the surviving entity, or in which the outstanding Ordinary Shares of the Company are otherwise converted into or exchanged for shares
of capital of another entity.



 






    15


     


    

 


		9.	Representations
                                            and Warranties of the Company



 


The
Company represents and warrants to Holder as follows:


 


		9.1.	This
Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance
with its terms. The Warrant Shares are duly authorized and reserved for issuance by the Company and, when issued in accordance with the
terms hereof, will be (i) duly authorized, validly issued, fully paid, non-assessable, (ii) issued in compliance with all applicable
laws, including Israeli Securities Law and the Act, (iii) free of any rights of first refusal, co-sale rights, preemptive rights or any
other applicable subscription or participation rights and (iv) free and clear of any liens, claims, encumbrances or third party rights
of any kind, subject to any lock-up requirements as prescribed by law and referenced in Sections 3.5 and 3.6 of the Agreement (of which
the Holder is aware). Holder acknowledges that in making the foregoing representation the Company is relying upon Holder’s representations
in the Agreement, including without limitation in Section 3.8 of the Agreement and the certificate provided thereunder, and Holder hereby
represents and warrants to the Company that such representations and warranties are accurate as of the date hereof.



 


		9.2.	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 Articles and any other Company's governing documents, do not and will not contravene
any law, regulation or judgment applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute
a default under, any legal instrument of which the Company is a party or by which it is bound.



 


		10.	Transferability.
                                            Series D Warrants shall not be transferrable, save to transfer to the Transferees. Any transfer
                                            to a Transferee hereunder shall be conducted by using the Form of Transfer, substantially
                                            in the form of Exhibit B hereto.



 


		11.	Saturdays,
                                            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.



 


		12.	Entire
                                            Agreement, Amendments. This Warrant, the Agreement and any other documents delivered
                                            pursuant hereto or thereto, set forth the entire understanding of the parties with respect
                                            to the subject matter hereof. No modification or amendment of this Warrant will be valid
                                            unless executed in writing by the Company and the Holder.



 


		13.	Notices.
                                            All notices and other communications given or made pursuant to this Warrant shall be in writing
                                            and shall be given and deemed delivered as provided in Section 13 to the Agreement.



 


		14.	Titles
                                            and Subtitles. The titles and subtitles used in this Warrant are used for convenience
                                            only and are not to be considered in construing or interpreting this Warrant. All references
                                            in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer
                                            to sections and paragraphs hereof and exhibits attached hereto.



 


		15.	Law;
                                            Jurisdiction. Provisions of Section 10 of the Agreement shall apply with regard to the
                                            governing law and jurisdiction.



 


		16.	Counterparts.
                                            This Warrant may be executed in any number of counterparts, each of which shall be deemed
                                            an original and enforceable against the parties actually executing such counterpart, and
                                            all of which together shall constitute one and the same instrument.



 






    16


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.


  


	SAFE-T
    GROUP LTD.	 
		 
	 	 
	By:	Shachar
    Daniel, Chief Executive Officer	 
	 	Shai
    Avnit, Chief Financial Officer	 
	 	 	 
	AGREED
    AND ACCEPTED:	 
	 	 	 
		 
	Barak
    Avitbul 	 


 




    17


     


    

  


EXHIBIT A


 


NOTICE
OF EXERCISE


 


To:
SAFE-T GROUP LTD.


 


Attn:
Chief Financial Officer


 


		4.	The
                                            undersigned hereby elects to purchase [FILL IN NUMBER OF SHARES] ____________ shares
                                            of Ordinary Shares of the share capital of Safe-T Group Ltd. pursuant to the terms of the
                                            attached Series D Warrant (the “Warrant”), and tenders herewith payment
                                            in full for the purchase price of the shares being purchased.



 


		5.	Please
                                            issue a certificate or certificates representing said Warrant Shares in the name of the undersigned,
                                            and record same in the Company’s internal share registry.



 


		6.	The
                                            undersigned hereby represents and warrants that the aforesaid Warrant Shares are being acquired
                                            for the account of the undersigned for investment and not with a view to, or for resale,
                                            in connection with the distribution thereof, and that the undersigned has no present intention
                                            of distributing or reselling such shares. The undersigned further represents and warrants
                                            that the representations of Mr. Barak Avitbul contained in Section 3.8 of the Agreement between
                                            the Company and ORB Spring Ltd. and acknowledged by Mr. Avitbul, dated August 8, 2022, remain
                                            accurate in all respects as of the date hereof (it being understood that if the undersigned
                                            is a Transferee of the Warrant from Mr. Avitbul, such representations are being made by the
                                            undersigned as if it were a party to such Agreement).



 


	 	By:
    	 
	 	Name:	 
	 	Title:	 
	 	Address: 	 
	 	Date:	 


 






    18


     


    

 


EXHIBIT
B


 


FORM
OF TRANSFER


 


(To
be signed only upon transfer of Warrant)


 


FOR
VALUE RECEIVED, the undersigned (the “Transferor”) hereby sells, assigns and transfers unto ______________________________________________,
being Transferee, (the “Transferee”) the Warrant to purchase _____________ Warrant Shares in an aggregate exercise
price of US$ _________ and appoints ______________, as Attorney-in-Fact to transfer said Warrant on the books of Safe-T Group Ltd., with
full power of substitution in the premises. The Transferor further represents that the transfer is made in accordance with the terms
of the Warrant.


 


	Dated:
    __________________	 
	 	 
	________________________	 
	 	 
	By:
    Barak Avitbul	 
	 	 


and
the undersigned Transferee hereby agrees to the transfer and agrees to be bound by the terms and conditions of the Warrant and represents
and warrants that the representations contained in Section 3.8 of the Agreement between the Company and ORB Spring Ltd. (“ORB”),
dated August 8, 2022, remain accurate in all respects as of the date hereof (it being understood that such representations are being
made by the undersigned as if it were a party to such Agreement).


 


	Dated:
    __________________	 
	 	 
	By:	 
	 	 
	Name:
    	 





 


 


19