Exhibit 4.1


 


 


 


 


 


 


 


B.O.S. Better
online solutions ltd.


 


sECURITIES
PURCHASE AGREEMENT


 


Dated as of


 


May 16, 2019


  


 


 


 


 



     


     


    

 


share PURCHASE
AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT (this “Agreement”)
is made and entered into as of May 16, 2019 , by and among B.O.S Better Online Solutions Ltd. (the “Company”), and
the person(s) and/or entity(ies) listed in Schedule I attached hereto (each, an “Investor”, and, severally and
not jointly, the “Investors”);


 


WHEREAS,the Company
wishes to raise capital from the Investors in an aggregate amount of up to US$1,000,000 (the “Investment Amount”)
by means of the issuance of Ordinary Shares of the Company, nominal value NIS 80.00 each (each, a “Share” and
collectively, the “Shares”) subject to the terms and conditions more fully set forth in this Agreement; and


 


WHEREAS, in connection
with the Investors’ purchase of the Shares hereunder, the Company wishes to issue to the Investors such number of warrants
to purchase Shares as set forth opposite each Investor’s name in the column labeled “No. of Warrants”
on Schedule 1 hereto (reflecting 60% warrant coverage), on the terms and conditions hereof; and


 


WHEREAS, subject
to the terms and conditions herein, each of the Investors desires to acquire from the Company Shares and Warrants in the amount
corresponding to its name as set forth on Schedule I.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby
agree as follows:


 


1. PURCHASE
AND SALE OF SHARES.


 


1.1 Subject
to the satisfaction of the terms and conditions described in this Agreement, at the Closing (as defined below), the Company shall
sell and issue to each Investor, and each Investor shall, severally and not jointly, purchase from the Company such number of Shares
as set forth opposite its name in Schedule I hereto (the “Purchased Shares”) for the corresponding “Applicable
Investment Amount” set forth therein, reflecting a purchase price per Share equal to $2.5.


 


1.2 At
the Closing, the Company shall issue and deliver to the Investors a Warrant in the form attached hereto as Exhibit A (the “Warrant”)
to purchase such number of Shares as is set forth opposite such Investor’s name in the column labeled “No. of Warrants”
(the “Warrant Shares”). Subject to the following vesting schedule, the Warrant shall be exercisable for a period
of three and a half (3.5) years from the date of issuance (the “Warrant Issue Date”). The Warrant’s exercise
price shall be $3.30 per Share. The Warrant shall vest and become exercisable with respect to one third of the Warrant Shares upon
each of the first, second and third annual anniversary of the Closing (as defined below), provided that on the applicable
vesting date, the Investor shall hold all of the Purchased Shares; and provided further that the Warrant shall vest and
become exercisable in respect of all of the Warrant Shares in the event one or more shareholders acting together acquire a block
of at least 40% of the Company’s issued and outstanding share capital.


  



     


     


    

 


2. CLOSING.
The execution and delivery of this Agreement (and the performance thereof) shall occur on May 16, 2109, upon delivery by facsimile
or e-mail of the pdf version of executed signature pages of this Agreement and all other documents, instruments and writings required
to be delivered pursuant to this Agreement to Gornitzky & Co., Zion Building, 45 Rothschild Blvd., Tel-Aviv 6578403 Israel
Attn: Shlomo Landress, Adv., e-mail: landress@gornitzky.com ; Fax: (972) 3 5606555 (the “Closing”). At the Closing(i)
each Investor shall deliver to the Company its Applicable Investment Amount, via wire transfer of immediately available funds in
accordance with the wire instructions below or bank or cashier’s check; and (ii) the Investors shall be issued the applicable
number of Shares as uncertificated shares registered with the Company’s transfer agent, American Stock Transfer & Trust &
Co. (“AST&T”). As soon as possible following Closing, the Company will deliver to each Investor a printout
issued by AST&T reflecting the number of shares purchased by such Investor hereunder.


  


	BOS Better Online Solutions Ltd.
	The First International Bank of Israel.
	
        42 Rothschild
Blvd.

        Tel Aviv, Israel 66833

	Branch #046
	Account No. 880200
	Swift Code: FIRBILITXXX
	IBAN: IL500310460000000880200


  


Or to:


 


BOS Better Online Solutions
Ltd.


Bank Leumi Ltd.


11 Moshe Levy St.


Rishon Le-Zion Industrial
Zone, 75707, Israel


Branch#671


Account No. 142900/82


Swift Code: LUMI ILIT
TLV


IBAN: IL80 0106 7100
0001 4290 082


 


3. REPRESENTATIONS
AND WARRANTIES BY THE COMPANY. The Company hereby represents and warrants to each of the Investors that:


 


3.1 Corporate
Organization. The Company is a corporation duly incorporated and validly existing under the laws of Israel, and has the corporate
power to own its property and to carry on its business as now being conducted. The Company’s shares are traded on the Nasdaq
Capital Market.


  



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3.2 Due
Authorization and Valid Issuance. The Company has the corporate power to enter into this Agreement. The Agreement has been,
or will have been, at the time of its execution and delivery, duly executed and delivered by the Company. Prior to the Closing
of this Agreement, the Company shall have acted to complete all corporate action necessary on its part for the issuance, sale and
delivery of the Shares, the Warrants and the Warrant Shares. The Shares being purchased by the Investor hereunder and the Warrant
Shares will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and
nonassessable.


 


3.3 Binding
Agreement. The Agreement constitutes a valid and legally binding obligation of the Company enforceable against the Company
in accordance with its terms, except as (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement,
moratorium or similar laws relating to or affecting the rights of creditors and contracting parties generally, (ii) the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefore may be brought, and (iii) rights to indemnity and contribution may be limited
by Israeli or U.S. state or federal securities laws applicable to the Company or by the public policy underlying such laws.


 


3.4 Non-Contravention.
Neither the execution and delivery of the Agreement, nor the consummation of the transactions or the performance of the obligations
contemplated hereby will result in any violation or breach of Company’s Articles of Association as currently in effect, board
resolutions or shareholders resolutions.


 


3.5 No
Consent. To the Company’s best knowledge, and in reliance on the representations of the Investor given in Section 4 hereof,
except for reporting obligations and approvals required under applicable securities laws and market regulations and for notices
to or approvals by the Israel Innovation Authority (previously the Office of the Chief Scientist) (if required), and filing with
the Israeli Registrar of Companies, no consent of any governmental body or third party is required to be made or obtained by the
Company in connection with the execution and delivery of the Agreement by the Company or the consummation by the Company of the
transactions or the performance of the obligations contemplated hereby by the Company.


 


3.6 Capitalization.
The authorized share capital of the Company consists of  6,000,000 Ordinary Shares, nominal value NIS 80.00 per share, of
which, as of March 31, 2019, 3,857,790 Ordinary Shares are issued and outstanding.


 


3.7 Financial
Statements.


 


The audited consolidated
financial statements of the Company as of December 31, 2018 and the related notes thereto, as filed by the Company with the Securities
and Exchange Commission (“SEC”) under Form 20-F on April 1, 2019, fairly present the financial position of the
Company as of their respective dates, and have been prepared in accordance with the books and records of the Company as at the
applicable dates and for the applicable periods. Such financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods therein specified, except as may be disclosed in the
notes to such financial statements, or as may be permitted by the SEC and except as disclosed in the filings the Company made in
connection with such statements, if any.


  



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3.8 Legal
Proceedings. Except as disclosed in the Company’s public filings, there is no material legal or governmental proceeding
pending or, to the knowledge of the Company, threatened to which the Company is or may be a party.


 


3.9 Compliance
with Law. To the knowledge of the Company, the business of the Company is conducted in accordance with applicable laws, except
to extent that, individually or in the aggregate, would not have a material adverse effect on the Company and its subsidiaries,
taken as a whole.


 


3.10 Disclosure.
The representations and warranties of the Company contained in this Section 3 as of the date hereof and as of the Closing,
and in the Company’s public filings with the SEC do not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements herein, in light of the circumstances under which they are made, not misleading.
The representations and warranties contained in this Section 3, are the sole representations and warranties made by the Company
with respect to the transaction contemplated by this Agreement, and the Company does not make any other representation or warranty,
express or implied.


 


4. REPRESENTATIONS
OF THE INVESTOR. Each Investor, severally and not jointly, represents and warrants to the Company that:


 


4.1 Enforceability.
(i) The Investor is authorized and qualified and has full right and power to become an investor in the Company, is authorized to
purchase the Shares and to perform its obligations pursuant to the provisions hereof, (ii) the person signing the Agreement and
any other instrument executed and delivered therewith on behalf of the Investor has been duly authorized by such entity and has
full power and authority to do so; , and (iii) such Investor has not been formed for the specific purpose of acquiring an interest
in the Company.


 


4.2 Restrictions
on Transferability and Hedging; Lock-Up.


 


4.2.1 The
Investor understands that (i) the Shares and the Warrant Shares have not been registered under the Securities Act of 1933, or under
the laws of any other jurisdiction; (ii) such Shares and Warrant Shares cannot be sold, transferred or otherwise disposed of unless
they are subsequently registered under the Securities Act and, where required, under the laws of other jurisdictions or unless
an exemption from registration is then available; (iii) there is now no registration statement on file with the SEC with respect
to the Shares or the Warrant Shares to be purchased by the Investor.


 


4.2.2 The
Investor acknowledges and agrees that the Shares and the Warrant Shares shall bear restrictive legends as counsel to the Company
may determine are necessary or appropriate, including without limitation, legends under applicable securities laws similar to the
following:


 


“These shares have not
been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be sold, transferred,
assigned or otherwise disposed of in the absence of an effective registration statement with respect thereto, filed and made effective
under the Securities Act of 1933, or an opinion of the Company’s counsel that registration under such Act is not required.”


  



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4.2.3 The
Company will not register any transfer of Shares or Warrant Shares not made pursuant to registration under the Securities Act,
or pursuant to an available exemption from registration.


 


4.2.4 The
Investor agrees not to engage in hedging transactions with regards to the Shares sold pursuant to this Agreement. The Investor
further agrees that it will not, during a period commencing upon the Closing and ending on the first anniversary of the Closing
(the Lock-Up Period”) offer, pledge, sell, transfer or otherwise dispose of any of the Shares, Warrants or Warrant
Shares, or enter into any derivative transaction that has the economic effect of such sale or transfer.


 


4.3 Investment
Purposes. The Shares and the Warrant Shares are being acquired for investment purposes. The Shares and the Warrant Shares are
not being purchased with a view to, or for resale in connection with, any distribution or other disposition thereof. The Investor
has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution or other
disposition and it will not divide its interest in the Company’s Shares or Warrant Shares with others, resell or otherwise
distribute the Shares or Warrant Shares in violation of U.S. federal or state securities laws or the Israeli Securities Law.


 


4.4 Information
and Advice.


 


4.4.1 The
Investor has carefully reviewed and understands the risks of a purchase of the Shares and Warrant Shares. In connection with the
Investor’s investment in the Company, it has obtained the advice of its own investment advisors, counsel and accountants
(the “Advisors”). The Investor and its Advisors have reviewed the Company’s public filings and have been
furnished with all materials relating to the Company or the offering of the Shares (the “Offering”) that they
have requested. The Investor and its Advisors have been afforded the opportunity to ask questions of the Company concerning the
financial and other affairs of the Company and the conditions of the Offering and to obtain any additional information necessary
to verify the accuracy of any representations or information set forth with respect to the Shares and the Warrant Shares.


 


4.4.2 
The Company has answered all reasonable inquiries that the Investor and its Advisors have made concerning the Company or any other
matters relating to the creation and operations of the Company and the terms and conditions of the Offering.


 


4.5 Sophistication
and Risk.


 


4.5.1 It
has such knowledge and experience in financial and business matters, that it is capable of evaluating, and has evaluated, the merits
and risks of the Offering. By reason of its business or financial experience, it has the capacity to protect its interests in connection
with an investment in the Company.


  



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4.5.2 It
understands that no Israeli or U.S. federal or state agency has passed upon the Shares or Warrant Shares or made any finding or
determination as to the fairness of the transactions contemplated in the Agreement.


 


4.5.3 It
understands that the Shares and Warrant Shares are speculative investments, which involve a high degree of risk, including the
risk that the Investor might lose its entire amount invested in the Company.


 


4.5.4 It
understands that any tax benefits that may be available to the Investor, if any, may be lost through adoption of new laws, amendments
to existing laws or regulations, or changes in the interpretation of existing laws and regulations.


 


4.5.5 It
has the financial ability to bear the economic risk of its investment in the Company and has adequate net worth and means of providing
for the Investor’s current needs and contingencies to sustain a complete loss of the Investor’s investment and has
no need for liquidity in the Investor’s investment in the Company.


 


It is an “Accredited
Investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933.


 


4.6 No
solicitation. At no time was the Investor presented with or solicited by any leaflet, public promotional meeting, newspaper
or magazine article, radio or television advertisement or any other form of general advertising or general solicitation concerning
the Offering.


 


4.7 Broker-Dealer.
The Investor is not a broker-dealer, nor is it an affiliate of any broker-dealer.


 


4.8 Further
Indebtedness. The Investor acknowledges that no provision of the Agreement restricts, or shall be construed to restrict, in
any way the ability of the Company to incur indebtedness or to issue share capital or other equity securities (or securities convertible
into equity securities) of the Company or to grant liens on its property and assets.


 


4.9 Voting
and/or Investment Control over the Investor. Each Investor which is an entity has made available to the Company a list of individuals
who have or share voting and/or investment control over such Investor. The Investor acknowledges that the Company may be required
to disclose such information in its public filings. Investor shall update such list as may reasonably be requested by the Company
from time to time to comply with the Company’s disclosure obligation and/or with a request for such information from any regulatory
body.


 


4.10 Independent
Investment. T  The Investor has not agreed to act with any other person for the purpose of acquiring, holding, voting
or disposing of the Shares or Warrant Shares purchased hereunder, and is acting independently with respect to its investment in
the Shares and Warrant Shares. The obligations of the Investor under the Agreement are several and not joint with the obligations
of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor
under the Agreement. Nothing contained herein nor any action taken by any Investor pursuant thereto, shall be deemed to constitute
the Investors, or any of them, as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Investors, or any of them, are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by the Agreement.


  



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4.11 Holdings.
Schedule I attached hereto reflects the holdings of the Company’s shares by the Investor and its affiliates as of
the date hereof, and as of the Closing.


 


4.12 Availability
of Exemptions.The Investor understands that the Shares are being offered and sold in reliance on a transactional
exemption or exemptions from the registration requirements of Israeli and U.S. federal and state securities laws and the
Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the
suitability of the Investor to acquire the Shares and the Warrant Shares.


 


4.13 Disclosure.
The representations and warranties of the Investor contained in this Section 4 as of the date hereof and as of the Closing,
do not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary
to make the statements herein, in light of the circumstances under which they are made, not misleading. The Investor understands
and confirms that the Company will rely on the foregoing representations in effecting the transaction contemplated in the Agreement
and other transactions in securities of the Company.


 


5. CONDITIONS
OF INVESTOR’S OBLIGATION AT THE CLOSING. The obligation of each Investor to purchase Shares is subject to the fulfillment
or waiver by the Investor prior to or on the date of the Closing of the conditions set forth in this Section 5. In the event that
any such condition is not satisfied to the satisfaction of the Investor, then the Investor shall not be obligated to proceed with
the purchase of such securities.


 


5.1 Representations
and Warranties. The representations and warranties of the Company under this Agreement shall be true in all material respects
as of the Closing, with the same effect as though made on and as of such date.


 


5.2 Compliance
with Agreements. The Company shall have performed and complied in all material respects with all agreements or conditions required
by this Agreement to be performed and complied with by it prior to or as of the Closing.


 


5.3 No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


5.4 Government
Approvals. The Company shall have received all necessary governmental approvals with respect to the transactions contemplated
hereby.


  


6. CONDITIONS
OF THE COMPANY’S OBLIGATION AT THE CLOSING. The obligation of the Company to issue the Shares to each Investor is subject
to the fulfillment or waiver by the Company prior to or on the Closing of the conditions set forth in this Section 6. In the event
that any such condition is not satisfied to the satisfaction of the Company, then the Company shall not be obligated to proceed
with the sale of the securities under this Agreement.


  



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6.1 Representations
and Warranties. The representations and warranties of the Investor under this Agreement shall be true in all material respects
as of the Closing, with the same effect as though made on and as of such date.


 


6.2 Compliance
with Agreements. The Investor shall have performed and complied in all respects with all agreements or conditions required
by this Agreement to be performed and complied with by it prior to or as of the Closing.


 


6.3 No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


6.4 Delivery
of Purchase Amount. The Investor shall have delivered to the Company its Purchase Amount for the Shares at the Closing Date.


 


6.5 Government
Approvals. The Company shall have received all necessary governmental approvals with respect to the transactions contemplated
hereby. The Investor shall have executed any confirmations and undertakings required by the Israel Innovation Authority (previously
the Office of Chief Scientist), if applicable.


 


7. REGISTRATION.
Not later than 180 days from the date of the Closing of the Share Purchase Agreement, the Company shall prepare and file with the
SEC a Registration Statement on Form F-3 covering the Purchased Shares and the Warrants Shares (collectively, the “Registrable
Securities”) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the
“Securities Act”). The Company shall cause the Registration Statement to be declared effective under the Securities
Act as promptly as possible after the filing thereof and shall use its reasonable commercial efforts to keep the Registration Statement
continuously effective under the Securities Act until the date which is the earlier of: (i) the date when all Registrable Securities
have been sold; (ii) 4 years from the date hereof. The expenses incurred in connection with such registration shall be borne and
paid by the Company.


  



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8. CONFIDENTIALITY.
Any information disclosed to the Investor or its Advisors, which has not previously been made available to the general public
by the Company, if any, shall be considered Confidential Information. The Investor acknowledges the confidential nature of the
Confidential Information it may have received, and agrees that the Confidential Information is the valuable property of the Company.
The Investor agrees that it and its Advisors shall not reproduce any of the Confidential Information without the prior written
consent of the Company, nor shall they use any Confidential Information for any purpose except as permitted by and in the performance
of this Agreement, or divulge all or any part of the Confidential Information to any third party. The confidentiality obligations
undertaken by the Investor hereunder will remain in full force and effect regardless of the execution and consummation or termination
of this Agreement.


 


9. MISCELLANEOUS.


 


9.1 Amendments.
This Agreement may be modified, supplemented or amended only by a written instrument executed by the parties hereto.


 


9.2 Notices.
Any notice that is required or provided to be given under this Agreement shall be deemed to have been sufficiently given and received
for all purposes, (i) when delivered in writing by hand, upon delivery; (ii) if sent via facsimile or email, upon transmission
(and if transmitted and received on a non-business day, on the first business day following transmission), (iii) seven (7) business
days (and fourteen (14) business days for international mail) after being sent by certified or registered mail, postage and charges
prepaid, return receipt requested, or (iv) three (3) business days after being sent by internationally overnight delivery providing
receipt of delivery, to the following addresses:


 


if to the Company,
B.O.S Better Online Solutions Ltd., 20 Freiman Street, Rishon Lezion, 75101 Israel Attn: Mr. Eyal Cohen, Co-CEO and CFO, facsimile:
(972) 3 954-1003, with a copy (that shall not serve as notice) to Gornitzky & Co., Zion Building, 45 Rothschild Blvd., Tel-Aviv
6578403 Israel Attn: Shlomo Landress, Adv., e-mail: landress@gornitzky.com; Fax: (972) 3 5606555; or at any other address designated
by the Company to the Investor in writing;


 


if to the Investor,
to its address listed on Schedule I hereto or at any other address designated by the Investor to the Company in writing.


 


9.3 Survival
of Representations and Warranties. All representations and warranties contained herein shall survive after the execution and
delivery of this Agreement or such certificate or document, as the case may be, for a period of 24 months from the date hereof.
All covenants and agreements in the Agreement shall survive in accordance with their terms. This Section shall survive the termination
of this Agreement for any reason.


 


9.4 Delays
or Omissions; Waiver. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing
to any party under this Agreement shall impair any such right, power or remedy of such party nor shall it be construed to be a
waiver of any breach or default, or an acquiescence thereto, or of a similar breach or default thereafter occurring; nor shall
any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach or default under
this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and
shall be effective only to the extent specifically set forth in such writing.


  



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9.5 Other
Remedies. Any and all remedies herein expressly conferred upon a party shall be deemed cumulative with, and not exclusive of,
any other remedy conferred hereby or by law on such party, and the exercise of any one remedy shall not preclude the exercise of
any other.


 


9.6 Entire
Agreement. This Agreement and the exhibits and schedules hereto, constitute the entire understanding and agreement of the parties
hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements or understandings,
inducements or conditions, express or implied, written or oral, between the parties with respect hereto and thereto.


 


9.7 Headings.
All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation
of any provision of this Agreement.


 


9.8 Severability.
Should any one or more of the provisions of this Agreement (including its exhibits and schedules) be determined to be illegal or
unenforceable, all other provisions of this Agreement shall be given effect separately from the provision or provisions determined
to be illegal or unenforceable and shall not be affected thereby. The parties further agree to replace such void or unenforceable
provision of this Agreement with a valid and enforceable provision, which will achieve, to the extent possible, the economic, business
and other purposes of the void or unenforceable provision.


 


9.9 Assignment.
This Agreement may not be assigned in whole or in part by the Investor without the prior written consent of the Company.


 


9.10 Governing
Law and Venue. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Israel,
without regard to conflict of laws provisions. Any dispute arising under or in relation to this Agreement shall be adjudicated
in the competent court of Tel Aviv-Jaffa district only, and each of the parties hereby submits irrevocably to the exclusive jurisdiction
of such court.


 


9.11 Counterparts.
This Agreement may be executed concurrently in any number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


9.12 Further
Actions. At any time and from time to time, each party agrees, without further consideration, to take such actions and to execute
and deliver such documents as may be reasonably necessary to effectuate the purposes of this Agreement.


 


(Remainder
of page intentionally left blank.)


  



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IN WITNESS WHEREOF, the undersigned have executed and
delivered this Agreement as of the date first set forth above.


 


COMPANY:


   


	B.O.S. BETTER ONLINE SOLUTIONS LTD.	 
	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title: 	 	 


 


INVESTOR:


 


	By: 	 	 
	 	Name:  	 	 
	 	Title:	 	 


  



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Schedule I


 





	INVESTOR’S 
 NAME AND	 	APPLICABLE 
 INVESTMENT	 	 	NO. OF 
 PURCHASED	 	 	NO. OF 
 WARRANTS	 
	ADDRESS	 	AMOUNT	 	 	SHARES	 	 	PURCHASED	 
	Premier Financial Concepts LLC	 	USD	300,000	 	 	 	120,000	 	 	 	72,000	 
	Rodney Speight	 	USD	50,000	 	 	 	20,000	 	 	 	12,000	 
	Ralph J. Fratus Jr	 	USD	100,000	 	 	 	40,000	 	 	 	24,000	 
	Michele Roverto Manago	 	USD	50,000	 	 	 	20,000	 	 	 	12,000	 
	The John C. & Desiree A. Coats Trust dated 03/29/04	 	USD	50,000	 	 	 	20,000	 	 	 	12,000	 
	The Walter and Laura Whetstine Revocable Living Trust dated 10/12/2010	 	USD	50,000	 	 	 	20,000	 	 	 	12,000	 
	Woodman Revocable Trust dated 08/12/12	 	USD	50,000	 	 	 	20,000	 	 	 	12,000	 
	Todd M. Felte	 	USD	50,000	 	 	 	20,000	 	 	 	12,000	 
	Kristi Dorman	 	USD	50,000	 	 	 	20,000	 	 	 	12,000	 
	Dean Amato	 	USD	100,000	 	 	 	40,000	 	 	 	24,000	 
	Dana W. Amato	 	USD	150,000	 	 	 	60,000	 	 	 	36,000	 








  



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


 


Right to Purchase up to ________ Ordinary
Shares of

B.O.S. Better Online Solutions Ltd.

(subject to adjustment as provided herein)


 


ORDINARY SHARES PURCHASE
WARRANT


 


	No. _________________	Issue Date: May ___, 2019 


 


B.O.S. BETTER ONLINE SOLUTIONS LTD. a company
incorporated under the laws of the State of Israel hereby certifies that, for value received, ___________, or assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) up to _________ fully paid
and nonassessable Ordinary Shares (as hereinafter defined), NIS 80.00 nominal value per share (the “Warrant Shares”),
at the exercise price of $3.30 per Ordinary Share (the “Exercise Price”). The number and character of such Ordinary
Shares and the Exercise Price per share are subject to adjustment as provided herein.


 


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



 


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


 


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


 



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


 


		2.	Exercise of Warrant.



 


2.1 Term. This Warrant
shall be subject to a three year annual vesting and may be exercised as follows: (i) commencing May _______ 2020 with respect to
up to _______ Ordinary Shares of the Company; (ii) commencing May ____2021 with respect to up to an additional _______ Ordinary
Shares of the Company; and (iii) commencing May ___2022 with respect to up to an additional ________Ordinary Shares of the Company
(each such date, a “Vesting Date”), provided that on the applicable Vesting Date the Holder shall be the owner
of all of the Ordinary Shares the Holder has acquired from the Company on the date hereof (the “Purchased Shares”).
The Warrant shall automatically expire and no longer be exercisable on November ____, 2022 or, with respect to any portion of the
Warrant not previously vested as described above, upon the earlier sale by the holder of all or part of the Purchased Shares.


  


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


 


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


  



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		3.	Procedure for Exercise.



 


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




 


		4.	Payment of Exercise Price.



 


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


 


		5.	Fractional Shares.



 


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


 


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



 


6.1 Reorganization, Consolidation, Merger,
Etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge
into any other person, including the sale of substantially all of the Company’s outstanding share capital to a corporate
third party, in consideration for such third party’s securities, or (c) transfer all or substantially all of its properties
or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case,
as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the
Holder of this Warrant, on the exercise hereof as provided in Sections 2 and 3 at any time after the consummation of such reorganization,
consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Ordinary Shares
issuable on such exercise prior to such consummation or such effective date, the shares and Other Securities and property (including
cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case
may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as
provided in Section 4.




  



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6.2
Extraordinary Events Regarding Ordinary Shares. In the event that the Company shall (a) issue additional Ordinary Shares
as a dividend or other distribution on outstanding Ordinary Shares, (b) subdivide its outstanding Ordinary Shares, or (c) combine
its outstanding Ordinary Shares into a smaller number of Ordinary Shares, then, in each such event, the Exercise Price shall, simultaneously
with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall
be the number of Ordinary Shares outstanding immediately prior to such event and the denominator of which shall be the number of
Ordinary Shares outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then
in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event
or events described herein in this Section 3.2. The number of Ordinary Shares that the Holder of this Warrant shall thereafter,
on the exercise hereof be entitled to receive shall be increased or decreased, as the case may be, to a number determined by multiplying
the number of Ordinary Shares that would otherwise (but for the provisions of this Section 3.2) be issuable on such exercise by
a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 3.2) be
in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise.


 


6.3
Good Faith. All determinations with respect to adjustments by the Company hereunder shall be made by the Board of Directors
in good faith.


 


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



 


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



  



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



 


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



 


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


 


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


 


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


  



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



 


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



 


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



  



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



 


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



 


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



 


[BALANCE OF PAGE INTENTIONALLY
LEFT BLANK;


 


SIGNATURE PAGE FOLLOWS]


  



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


 


	B.O.S. BETTER ONLINE SOLUTIONS LTD.


 


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


  



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EXHIBIT A


 


FORM OF SUBSCRIPTION 

(To Be Signed Only on Exercise of Warrant)


 


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


 


Attention:  
Co-CEO and Chief Financial Officer

 


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


 


________       
________ Ordinary Shares covered by such Warrant;


 


☐☐ The
undersigned herewith makes payment of the full Exercise Price for such Ordinary Shares at the price per share provided for in
such Warrant, which is $_____________.


 


Such payment takes the form of
(check applicable box or boxes):


 


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


 


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


  


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


 


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


     


	Dated: ___________	 	 
	 	 	(Signature must conform to name of 

Holder as specified on the face of the Warrant)


 


	Address:	 
	 	 


   



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EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT 

(To Be Signed Only on Transfer of Warrant)


 


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


  


	NAME OF TRANSFEREE	 	ADDRESS


 


	 	 	 
	DATED:	_______________	(SIGNATURE MUST CONFORM TO NAME

OF HOLDER AS SPECIFIED ON THE FACE

OF THE WARRANT)


  


	ADDRESS:	 
	 	 
	 	 
	 	 
	 	 




 


	
        ACCEPTED AND AGREED:

 

        [TRANSFEREE]



 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 




 


 


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