Exhibit 4.1


 


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


 


SERIES A WARRANT TO PURCHASE
ORDINARY SHARES OF SAFE-T GROUP LTD. 


 


	Warrant Shares: 2,068,966	Warrant Issue Date: August __, 2022


 


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


 


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


 


		1.	Warrant Shares. Subject to the terms and conditions hereinafter set forth, the Holder is entitled
to subscribe for and purchase from the Company, during the exercise periods and subject to the vesting schedule set forth in Section ‎4
below, up to 2,068,966 fully paid and non-assessable Ordinary Shares of the Company (the “Warrant Shares”). The number
of the Warrant Shares issuable hereunder may be adjusted from time to time in accordance with the provisions of Section ‎8 below.



 


		2.	Exercise Price. The exercise price for each Warrant Share purchasable under this Warrant shall
be US$0.725 (the “Series A Exercise Price”).



 


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



 


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


 


		4.	Exercise Period; Vesting.



 


		4.1.	1,034,483 Series A Warrants to purchase up to 1,034,483 Warrant
Shares (50% of Series A Warrants) shall be fully vested and immediately exercisable as of the Warrant Issue Date and prior to the expiration
of three (3) years following the Date of Issuance, subject to Section ‎4.3 below;



 






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		4.2.	1,034,483 Series A Warrants to purchase up to 1,034,483 Warrant
Shares (50% of Series A Warrants) shall vest on December 1, 2022 (the “First Vesting Date”) and be exercisable as
of the First Vesting Date and prior to the expiration of three (3) years following the Warrant Issue Date, subject to Section ‎4.3
below; provided, however, that the Warrants under this Section ‎4.2 shall expire on the First Vesting Date in the event the Partner
fails to provide the second Tranche in the amount and prior to or upon the date set forth in Schedule 1.2 to the Agreement;



 


		4.3.	Notwithstanding the above, if at any time from and after
the date of issuance of the Warrants hereof, the closing price of the Company’s Ordinary Shares on the TASE (or other stock exchange
or market on which the Ordinary Shares are then listed or quoted, including by means of ADSs, as defined below) equals or exceeds US$1.0875
[1.5 (one point five) of Series A Exercise Price per share], adjusted, if applicable, for the Company’s capital events, such as stock
splits, etc., for three (3) consecutive trading days (the “Mandatory Exercise Measuring Period”), then the Company
shall have the right to require the Holder and/or any of his Transferees, to exercise all or any portion of Series A Warrants, still
unexercised (and in such event vesting of any such unexercised Series A Warrants required to be exercised shall be accelerated and all
of them shall vest immediately), for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each
as defined below) into fully paid, validly issued and nonassessable Ordinary Shares, at the Series A Exercise Price (the “Mandatory
Exercise”). The Company may exercise its right to require exercise under this Section ‎4.3 by delivering within not more
than five (5) trading days following the end of such Mandatory Exercise Measuring Period a written notice thereof to the Holder (which
notice for the purposes hereof shall also be deemed a notice to his Transferees (the “Mandatory Exercise Notice” and
the date that Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise
Notice shall be irrevocable. The Mandatory Exercise Notice shall state (i) the trading day on which the Mandatory Exercise shall occur,
which shall be the second trading day following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”) and (ii)
the aggregate number of Warrants which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise
Warrants”) pursuant to this Section ‎4.3. If the Holder or any of his Transferees then holding the Warrants, fails to provide
the Company on the Mandatory Exercise Date or within five (5) business days thereafter, with the aggregate exercise price of the Mandatory
Exercise Warrants or any part thereof, at the end of such period any nonpaid Mandatory Exercise Warrants shall automatically terminate
and become null and void.



 


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



 


		5.	Manner of Exercise.



 


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



 






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



 


		5.3.	No fractional shares or scrip representing fractional shares
shall be issued upon exercise of this Warrant. As to any fraction of a Warrant Share which the Holder would otherwise be entitled to
purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an
amount equal to such fraction multiplied by the Series A Exercise Price or round up to the next whole share.



 


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



 


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



 


		8.	Adjustments



 


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


 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


		9.	Representations and Warranties of the Company



 


The Company represents and
warrants to Holder as follows:


 


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



 






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		9.2.	The execution and delivery of this Warrant are not, and the
issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Articles
and any other Company’s governing documents, do not and will not contravene any law, regulation or judgment applicable to the Company,
and do not and will not conflict with or contravene any provision of, or constitute a default under, any legal instrument of which the
Company is a party or by which it is bound.



 


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



 


		11.	Saturdays, Holidays, etc. If the last or appointed day
for the taking of any action or the expiration of any right required or granted herein shall not be a business day, then such action
may be taken or such right may be exercised on the next succeeding business day.



 


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



 


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



 


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



 


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



 


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



 


[signature page follows]


 



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


 


SAFE-T
GROUP LTD.


 


	 	 	 
	By:	Shachar Daniel, Chief Executive Officer	 
	 	Shai Avnit, Chief Financial Officer	 



 


AGREED AND ACCEPTED:


 


	 	 
	Barak Avitbul	 



 






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EXHIBIT A


NOTICE OF EXERCISE


 


To: SAFE-T LTD.


 


Attn: Chief Financial Officer


 


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



 


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



 


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



 


	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	Address:	 
	 	Date:	



 







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EXHIBIT B


FORM OF TRANSFER


(To be signed only upon transfer of Warrant)


 


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


 


	Dated:	                                                                            	 



 


	 	 	 
	By:	Barak Avitbul	 



 


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


 





	Dated:	 	 


 


By:                                                                             


Name: 


 


 


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