Exhibit 4.1


 





THE REGISTERED HOLDER OF THIS PURCHASE WARRANT
AGREES BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING MAY 12, 2022, WHICH
IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT
TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD SECURITIES LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN,
IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE
SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS
PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2).


 


THIS PURCHASE WARRANT IS
NOT EXERCISABLE PRIOR TO [●], 2022 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, MAY 12, 2027 (THE DATE THAT IS
FIVE YEARS FROM COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING).





 


COMMON STOCK PURCHASE WARRANT





 


For the Purchase of [●] Shares of Common Stock


 


of


 


Actelis Networks, Inc.


 


1. Purchase Warrant. THIS CERTIFIES
THAT, in consideration of funds duly paid by or on behalf of Boustead Securities, LLC (“Holder”), as registered
owner of this Purchase Warrant, to Actelis Networks, Inc., a Delaware corporation (the “Company”), Holder is
entitled, at any time or from time to time beginning [●], 2022 (the “Issue Date”), and at or before 5:00
p.m., Eastern time, May 12, 2027 (the “Expiration Date”), but not thereafter, to
subscribe for, purchase and receive, in whole or in part, up to [●] shares of common stock of the Company, par value $0.0001
per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day
on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day
which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not
to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $5.00
per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof,
the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon
such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise
price or the adjusted exercise price, depending on the context.


 


2. Exercise.


 


2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by
wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If
the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase
Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. Each exercise
hereof shall be irrevocable.





 






     


     


    

 


2.2 Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant
to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof
being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event
the Company will issue to Holder Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 
	A	 



 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.



  


For purposes of this Section
2.2, the fair market value means, for any date, the price determined by the first of the following clauses that applies: (a) if the common
stock is then listed or quoted on a Eligible Market, the value shall be deemed to be the highest intra-day or closing price on any trading
day on such Eligible Market on which the common stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, (b)  if OTCQB
or OTCQX is not an Eligible Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on the OTCQB
or OTCQX on which the common stock is then quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, as applicable, (c) if the common stock is
not then listed or quoted for trading on OTCQB or OTCQX and if prices for the common stock are then reported in the “Pink Sheets”
published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the “OTC
Markets Group”, the value shall be deemed to be the highest intra-day or closing price on any trading day on the Pink Sheets on
which the common stock is then quoted as reported by OTC Markets Group (based on a Trading Day from 9:30 a.m. (New York City time) to
4:02 p.m. (New York City time)) during the five trading days preceding the exercise, or (d) in all other cases, the fair market value
of a share of common stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to
the Company.


 


2.3  Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been
registered under the Securities Act of 1933, as amended (the “Act”):


 


“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 the Company, is available.”


 


2.4 Resale
of Shares. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC
has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of
securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption
from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of
such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an
underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice
requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate,
current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an
underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder
is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s
holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as
well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company
also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding
period associated with securities issued without registration to a service provider commences upon the completion of the services, which
the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired
from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the
securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the
event that following a reasonably-timed written request by Holder to transfer the Shares in accordance with Compliance & Disclosure
Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer
may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance,
or as a result of judicial interpretations not known by the Company or its counsel on the date hereof, then the Company shall promptly,
and in any event within five (5) business days following the request, provide written notice to Holder of such determination. As a condition
to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary
form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant
to this Section 2 shall terminate on the fifth anniversary of the Effective Date. In the absence of such conclusion by counsel for the
Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing of the Offering, instruct
its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided
that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions
of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(B)-(D),
the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder
shall not exceed five years from the Effective Date.


 






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3. Transfer.


 


3.1 General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not
for a period of one hundred eighty (180) days following the Effective Date: (a) sell, transfer, assign, pledge or hypothecate this Purchase
Warrant to anyone other than: (i) Boustead Securities LLC (“Boustead”) or an underwriter, placement agent, or a selected
dealer participating in the Offering, or (ii) a bona fide officer or partner of Boustead or of any such underwriter, placement agent or
selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause this Purchase Warrant or the securities issuable
hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic
disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). After 180 days after
the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order
to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed,
together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within
five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant
or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares
purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2  Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) if required by
applicable law, the Company has received the opinion of counsel for the Company that the securities may be transferred pursuant to an
exemption from registration under the Act and applicable state securities laws, or (ii) a registration statement or a post-effective amendment
to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by
the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities
law has been established.


 


4. Piggyback
Registration Rights.


 


4.1 Grant
of Right. Whenever the Company proposes to register any shares of its common stock under the Act (other than (i) a registration effected
solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement
on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this
Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a
“Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days
prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and,
subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase
Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s
receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration
is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors
require a limit on the number of shares of common stock to be included in such registration, including all Shares issuable upon exercise
of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) and all other shares of common
stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of
shares of common stock that the Company proposes to sell and (ii) second, the number of shares of common stock, if any, requested to be
included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of
shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on
behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters
in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1
shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder
to sell its Registrable Securities during any ninety (90) day period.


 






    3


     


    

 


4.2 Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and
each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities Exchange
Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other out-of-pocket expenses reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement
but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify Boustead
contained in the Underwriting Agreement between Boustead and the Company, dated as of May 12, 2022. The Holder(s) of the Registrable Securities
to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the
Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange
Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for
specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in the Underwriting
Agreement pursuant to which Boustead has agreed to indemnify the Company.


 


4.3  Exercise
of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase
Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.4  Documents
Delivered to Holders. The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence
and memoranda described below, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda
relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter
to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement
as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access
to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors,
all to such reasonable extent and at such reasonable times, during normal business hours, as any such Holder shall reasonably request.


 


4.5  Underwriting
Agreement. The Holders shall be parties to any underwriting agreement relating to a Piggyback Registration. Such Holders shall not
be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders, their Shares and the amount and nature of their ownership thereof and their intended methods of distribution.


 






    4


     


    

 


4.6  Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a
completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


4.7  Damages.
Should the Company fail to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available
to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach
of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of
posting bond or other security.


 


5. New
Purchase Warrants to be Issued.


 


5.1 Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole
or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.


 


5.2  Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase
Warrant and of reasonably satisfactory indemnification or the posting of a bond, determined in the sole discretion of the Company, the
Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered
as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


6. Adjustments.


 


6.1 Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject
to adjustment from time to time as hereinafter set forth:


 


6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise
Price shall be proportionately decreased.


 


6.1.2  Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased
by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number
of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall
be proportionately increased.


 


6.1.3  Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction
or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction
or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as
an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall
have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof,
for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or
consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable
upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions
of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations,
or consolidations, sales or other transfers.


 






    5


     


    

 


6.1.4  Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the
Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting
a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issue Date or the computation
thereof.


 


6.2  Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which does not result
in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or
amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant
then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive,
upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such
consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant
might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer. Such
supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6.
The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations or mergers.


 


6.3  Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise
of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest
whole number of Shares or other securities, properties or rights.


 


7.  Reservation.
The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise
of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof.
The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance
with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any shareholder.


 


8. Certain
Notice Requirements.


 


8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive
notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in
Section 8.2 shall occur, then, in one or more of said events, the Company shall deliver to each Holder a copy of each notice relating
to such events given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the
shareholders.


 


8.2  Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders
of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefor.


 






    6


     


    

 


8.3  Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the
event causing the change and the method of calculating same.


 


8.4  Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder
of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address
or to such other address as the Company may designate by notice to the Holders:


 


If to the Holder:


 


Boustead Securities, LLC


6 Venture, Suite 395


Irvine, CA 92618


Attention: Chief Executive Officer


Fax No: (815) 301-8099


 


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




Bevilacqua PLLC


1050 Connecticut Avenue NW, Suite 500


Washington, DC 20036


Attn: Louis Bevilacqua, Esq.


Fax No.: (202) 869-0889


 


If to the Company:


 


Actelis Networks, Inc.

47800 Westinghouse Drive

Fremont, CA 94539


Attention: Tuvia Barlev


Fax No: (510) 657-8006


972-3-924-23492


 


with copies (which shall not constitute notice)
to:




Pearl Cohen Zedek Latzer Baratz LLP

131 Dartmouth Street

Boston, Massachusetts 02116


Attention: Oded Kadosh


Benjamin J. Waltuch

Fax: (617) 228-5721




McDermott Will & Emery

One Vanderbilt Avenue,

New York, NY 10017-3852


Attention: Gary Emmanuel


Eyal Peled

Fax: (212) 547-5477 


 






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9. Miscellaneous.


 


9.1 Amendments.
The Company and Boustead may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in
order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Boustead may
deem necessary or desirable and that the Company and Boustead deem shall not adversely affect the interest of the Holders. All other modifications
or amendments shall require the written consent of and be signed by (i) the Company and (ii) the Holder(s) of Purchase Warrants then-exercisable
for at least a majority of the Shares then-exercisable pursuant to all then-outstanding Purchase Warrants.


 


9.2  Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.  Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with
this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4  Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5  Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in
the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6  Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof
or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7  Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior
to the complete exercise of this Purchase Warrant by Holder, if the Company and Boustead enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both,
then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature Page Follows]


 






    8


     


    

 


IN WITNESS WHEREOF, the Company has caused
this Purchase Warrant to be signed by its duly authorized officer as of the [●] day of [●], 2022.


 


	Actelis Networks, Inc.	 
	 	 	 
	By: 	 	 
	Name:	     	 
	Title:	 	 









 




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[Form to be used to exercise Purchase Warrant]


 


Date: __________, 20___





 


The undersigned
hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.0001 per share (the “Shares”),
of Actelis Networks, Inc., a Delaware corporation (the “Company”), and hereby makes payment of $____ (at the rate of
$____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised
in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which
this Purchase Warrant has not been exercised.


 


or


 


The undersigned
hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as
determined in accordance with the following formula:


 


	X	=	Y(A-B)	 
	A	 



 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share



 


The undersigned
agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect
to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue the
Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase
Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature _____________________________________________





 


Signature Guaranteed ____________________________________





 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 


 


NOTICE: The signature to this form must correspond
with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities
exchange.


 






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[Form to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To be executed by the registered Holder to effect
a transfer of the within Purchase Warrant):





 


FOR VALUE RECEIVED, __________________ does hereby
sell, assign and transfer unto the right to purchase shares of common stock, par value $0.0001 per share, of Actelis Networks, Inc., a
Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer
such right on the books of the Company.





 


Dated: __________, 20__





 


Signature ____________________________________________





 


Signature Guaranteed ___________________________________


 


NOTICE: The signature to this form must correspond with the name as
written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed
by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.


 


 


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