Exhibit 10.15 


 


FORM OF


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(this “Agreement”) is made and entered into as of April __, 2022 by and between Actelis Networks, Inc., a Delaware
corporation (“Actelis”), and _________________ (“Indemnitee”).


 


WITNESSETH:


 


WHEREAS, highly competent
persons have become more reluctant to serve as directors or in other capacities unless they are provided with adequate protection through
insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and
activities on behalf of the corporation;


 


WHEREAS, the Board of Directors
of Actelis (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental
to the best interests of Actelis’ stockholders and that Actelis should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS, it is reasonable,
prudent and necessary for Actelis contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to
the fullest extent permitted by applicable law so that they will serve or continue to serve Actelis free from undue concern that they
will not be so indemnified;


 


WHEREAS, this Agreement is
a supplement to and in furtherance of the Certificate of Incorporation and Bylaws of Actelis and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee does not
regard the protection available under Actelis’ Certificate of Incorporation, Bylaws, and insurance as adequate in the present circumstances,
and may not be willing to serve as a director without adequate protection, and Actelis desires Indemnitee to serve in such capacity. Indemnitee
is willing to serve and to take on additional service for or on behalf of Actelis on the condition that she be so indemnified.


 


NOW, THEREFORE, in consideration
of Indemnitee’s agreement to serve as a director of Actelis after the date hereof, the parties hereto agree as follows:


 


1. Indemnity
of Indemnitee. Actelis hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may
be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a) Proceedings Other Than
Proceedings by or in the Right of Actelis. Indemnitee shall be entitled to the rights of indemnification provided in this Section
l(a) if, by reason of his Entity Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant
in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of Actelis. Pursuant to this Section l(a), Indemnitee
shall be indemnified against all Expenses (as hereinafter defined) and Liabilities (as hereinafter defined) actually and reasonably incurred
by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith
and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of Actelis, and with respect to any criminal
Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 








     


     


    

 


(b)  Proceedings
by or in the Right of Actelis. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(b) if, by
reason of his Entity Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or
in the right of Actelis. Pursuant to this Section l(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred
by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in
a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of Actelis; provided, however, if applicable
law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as
to which Indemnitee shall have been adjudged to be liable to either of Actelis unless and to the extent that a court of law shall determine
that such indemnification may be made.


 


(c) Indemnification for Expenses
of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of his Entity Status, a party to and is successful, on the merits or otherwise, in any Proceeding, she shall be indemnified
to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, Actelis shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.
For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


2. Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement,
Actelis shall and hereby does indemnify and hold harmless Indemnitee against all Expenses and Liabilities actually and reasonably incurred
by him or on his behalf if, by reason of his Entity Status, she is, or is threatened to be made, a party to or participant in any Proceeding
(including a Proceeding by or in the right of Actelis), including, without limitation, all liability arising out of the negligence or
active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon Actelis’ obligations pursuant to this Agreement
shall be that Actelis shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject
to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


 


3. Contribution.


 


(a) Whether or not the indemnification
provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed Proceeding in which Actelis is jointly
liable with Indemnitee (or would be if joined in such Proceeding), Actelis shall pay, in the first instance, the entire amount of any
judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and Actelis hereby waives and relinquishes
any right of contribution it may have against Indemnitee. Actelis shall not enter into any settlement of any Proceeding in which Actelis
is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release
of all claims asserted against Indemnitee.


 






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(b) Without diminishing or
impairing the obligations of Actelis set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required
to pay all or any portion of any Liabilities in any threatened, pending or completed Proceeding in which Actelis is jointly liable with
Indemnitee (or would be if joined in such Proceeding), Actelis shall contribute to the amount of Expenses and Liabilities actually and
reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by Actelis collectively and all
officers, directors or employees of Actelis, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such
Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however,
that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by
reference to the relative fault of Actelis and all officers, directors or employees of Actelis (other than Indemnitee) who are jointly
liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with
the events that resulted in such Expenses and Liabilities, as well as any other equitable considerations which the Law may require to
be considered. The relative fault of Actelis and all officers, directors or employees of Actelis, other than Indemnitee, who are jointly
liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined
by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage,
the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.


 


(c) Actelis hereby agrees
to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees
of Actelis, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d) To the fullest extent
permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
Actelis, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities and/or for
Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Actelis and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of Actelis
(and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


4. Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his
Entity Status, a witness in any Proceeding to which Indemnitee is not a party, she shall be indemnified against all Expenses actually
and reasonably incurred by him or on his behalf in connection therewith.


 






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5. Advancement
of Expenses. Notwithstanding any other provision of this Agreement, Actelis shall advance all Expenses incurred by or on behalf of
Indemnitee in connection with any Proceeding by reason of Indemnitee’s Entity Status within thirty (30) days after the receipt by
Actelis of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall
include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant
to this Section 5 shall be unsecured and interest free.


 


6. Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the Delaware General Corporation Law and public policy of the State
of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as
to whether Indemnitee is entitled to indemnification under this Agreement:


 


(a) To obtain indemnification
under this Agreement, Indemnitee shall submit to Actelis a written request, including therein or therewith such documentation and information
as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to
indemnification. The Chief Executive Officer of Actelis shall, promptly upon receipt of such a request for indemnification, advise the
Board in writing that Indemnitee has requested indemnification.


 


(b) Upon written request by
Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required by applicable law,
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which
shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a
committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3)
if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of Actelis.


 


(c) If the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be
selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within ten (10) days
after such written notice of selection shall have been given, deliver to Actelis a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis
of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection
is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn
or a court has determined that such objection is without merit. If, within thirty (30) days after submission by Indemnitee of a written
request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either
of Actelis or Indemnitee may petition the Court of Chancery of the State or Delaware or other court of competent jurisdiction for resolution
of any objection which shall have been made by the Indemnitee to the Board’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect
to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. Actelis
shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting
pursuant to Section 6(b) hereof, and Actelis shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c),
regardless of the manner in which such Independent Counsel was selected or appointed.


 






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(d) In making a determination
with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof
and the burden of persuasion by clear and convincing evidence. Neither the failure of Actelis (including by its directors or Independent
Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper
in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by Actelis (including
by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(e) Indemnitee shall be deemed
to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter
defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of
their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise
by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition,
the knowledge and/or actions, or failure to act, of any manager, director, officer, agent or employee of the Enterprise shall not be imputed
to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of
this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner
she reasonably believed to be in or not opposed to the best interests of Actelis. Anyone seeking to overcome this presumption shall have
the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(f) If
the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within sixty (60) days after receipt by Actelis of the request therefor, the requisite determination of
entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided,
however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons
or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain
or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f)
shall not apply if the determination of entitlement to indemnification is to be made by the members pursuant to Section 6(b) of this Agreement
and if within fifteen (15) days after receipt by Actelis of the request for such determination, the Board or the Disinterested Directors,
if appropriate, resolve to submit such determination to the members for their consideration at an annual or special meeting to be held
within seventy-five (75) days after such receipt and such determination is made.


 


(g) Indemnitee shall cooperate
with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any
Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee’s
entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Actelis (irrespective of
the determination as to Indemnitee’s entitlement to indemnification) and Actelis hereby indemnifies and agree to hold Indemnitee
harmless therefrom.


 






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(h) Actelis acknowledges that
a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction,
disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse
judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration)
it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(i) The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee
to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which she reasonably believed to
be in or not opposed to the best interests of Actelis or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause
to believe that his conduct was unlawful.


 


7. Remedies of
Indemnitee.


 


(a) In the event that (i)
a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification
is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by Actelis of the request for indemnification,
(iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by Actelis of a written request
therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled
to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled
to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s
entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one (1) year following the
date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). Actelis shall not oppose Indemnitee’s
right to seek any such adjudication.


 


(b) In the event that a determination
shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be
prejudiced by reason of the adverse determination under Section 6(b).


 


(c) If a determination shall
have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, Actelis shall be bound by such
determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application
for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d) In the event that Indemnitee,
pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or
to recover under any directors’ and officers’ liability insurance policies maintained by Actelis, Actelis shall pay on his
behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually
and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled
to such indemnification, advancement of expenses or insurance recovery.


 


(e) Actelis shall be precluded
from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement
are not valid, binding and enforceable and shall stipulate in any such court that Actelis is bound by all the provisions of this Agreement.
Actelis shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt
by Actelis of a written request therefore) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred
by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from Actelis under this Agreement
or under any directors’ and officers’ liability insurance policies maintained by Actelis, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.


 






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(f) Notwithstanding anything
in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be
made prior to the final disposition of the Proceeding.


 


8. Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a) The rights of indemnification
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Certificate of Incorporation or Bylaws of Actelis, any agreement, a vote of stockholders, a resolution of directors
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such Indemnitee in his Entity Status prior to such amendment, alteration
or repeal. To the extent that a change in the Delaware General Corporation Law, whether by statute or judicial decision, permits greater
indemnification than would be afforded currently under the Certificate of Incorporation and Bylaws of Actelis and this Agreement, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right
or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
or remedy.


 


(b) To the extent that Actelis
maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of
Actelis or of any other Enterprise that such person serves at the request of Actelis, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary
under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Actelis has director
and officer liability insurance in effect, Actelis shall give prompt notice of the commencement of such Proceeding to the insurers in
accordance with the procedures set forth in the respective policies. Actelis shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms
of such policies.


 


(c)  In
the event of any payment under this Agreement, Actelis shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such
documents as are necessary to enable Actelis to bring suit to enforce such rights.


 


(d) Actelis shall not be
liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has
otherwise actually received and retained such payment under any insurance policy, contract, agreement or otherwise.


 






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(e) Actelis’ obligation
to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of Actelis as a manager, director, officer,
employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received and retained as indemnification
or advancement of expenses from such other Enterprise.


 


(f) The
parties hereby agree that any directors and officers liability insurance maintained by Actelis (the “Actelis D&O Insurance”)
is the secondary indemnification source (i.e., such directors and officers liability insurance is secondary and any obligation of each
of Actelis to advance expenses or to provide indemnification pursuant to this Agreement for the same expenses or liabilities incurred
by Indemnitee are primary). The parties further agree that any rights to indemnification, advancement of expenses, and/or insurance provided
by Independent Health Corporation or any of its Affiliates (collectively, the “Tertiary Indemnitor”) is the tertiary
indemnification source behind the indemnification obligations of Actelis provided in this Agreement and the Actelis D&O Insurance
such that the Tertiary Indemnitor shall have no obligation to pay Indemnitee any sum unless (i) neither Actelis nor the Actelis D&O
Insurance has any obligation to pay, or advance such sum or (ii) Actelis and the Actelis D&O Insurance has not paid a portion (or
all) of such sum. Actelis agrees: (i) that it is indemnitor of first resort, (ii) that, to the extent set forth herein, it is required
to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses and Liabilities
to the extent legally permitted and as required by the terms of this Agreement, without regard to any rights Indemnitee may have against
the Tertiary Indemnitor, and (iii) that it irrevocably waives, relinquishes, and releases the Tertiary Indemnitor from any and all claims
against the Tertiary Indemnitor for contribution, subrogation, or any recovery of any kind in respect of its obligations as an indemnitor
under this Agreement. Actelis further agrees that no advancement or payment by the Tertiary Indemnitor on behalf of Indemnitee with respect
to any claim for which Indemnitee sought indemnification from either Actelis or the Actelis D&O Insurance shall affect the foregoing.
Actelis and Indemnitee agree that the Tertiary Indemnitors are express third party beneficiaries of the terms of this Section 8(f).


 


9. Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, Actelis shall not be obligated under this Agreement
to make any indemnity in connection with any claim made against Indemnitee:


 


(a) for which payment has
actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess
beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b) for an accounting of profits
made from the purchase and sale (or sale and purchase) by Indemnitee of securities of Actelis within the meaning of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or


 


(c) in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated
by Indemnitee against Actelis or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding
(or any part of any Proceeding) prior to its initiation, or (ii) Actelis provides the indemnification, in its sole discretion, pursuant
to the powers vested in Actelis under applicable law.


 






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10. Duration of Agreement.
All agreements and obligations of Actelis contained herein shall continue during the period Indemnitee is an officer or director of Actelis
(or is or was serving at the request of Actelis as a manager, director, officer, employee or agent of another Enterprise) and shall continue
thereafter for so long as Indemnitee shall be subject to, or may be made subject to, any Proceeding (or any proceeding commenced under
Section 7 hereof) by reason of his Entity Status, whether or not she is acting or serving in any such capacity at the time any liability
or expense is incurred for which indemnification can be provided under this Agreement.


 


11.  Security.
To the extent requested by Indemnitee and approved by the Board, Actelis may at any time and from time to time provide security to Indemnitee
for Actelis’ obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security,
once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.


 


12. Enforcement.


 


(a)  Actelis
expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce
Indemnitee to serve as a director of Actelis, and Actelis acknowledges that Indemnitee is relying upon this Agreement in serving as a
director of Actelis.


 


(b)  This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


13. Definitions. For purposes of this
Agreement:


 


(a) “Affiliate”
has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities and Exchange Act of 1934.


 


(b) “Entity
Status” describes the status of a person who is or was a manager, director, officer, employee, agent or fiduciary of Actelis
or of any other Enterprise that such person is or was serving at the express written request of Actelis.


(c) “Disinterested
Director” means a director of Actelis who is not and was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.


 


(d) “Enterprise”
shall mean Actelis and any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that Indemnitee is or was serving at the express written request of Actelis as a manager, director, officer, employee, agent
or fiduciary.


 


(e)
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding. Expenses also shall
include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 






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(f) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) Actelis or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either of Actelis or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. Actelis agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all Expenses and Liabilities arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(g) “Liabilities”
means any and all judgments, damages, penalties, fines, interest or amounts paid in settlement.


 


(h) “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of Actelis or otherwise
and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise,
by reason of the fact that Indemnitee is or was an officer or director of Actelis, by reason of any action taken by him or of any inaction
on his part while acting as a director of Actelis, or by reason of the fact that she is or was serving at the request of Actelis as a
manager, director, officer, employee, agent or fiduciary of another Enterprise; in each case whether or not she is acting or serving in
any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including
one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement
to enforce his rights under this Agreement.


 


14. Severability. The
invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without
limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent
permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified,
consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15. Modification and Waiver.
No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16. Notice by Indemnitee.
Indemnitee agrees promptly to notify Actelis in writing upon being served with or otherwise receiving any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered
hereunder. The failure to so notify Actelis shall not relieve Actelis of any obligation which it may have to Indemnitee under this Agreement
or otherwise unless and only to the extent that such failure or delay materially prejudices Actelis.


 






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17. Notices. All notices
and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent:


 


		(a)	To Indemnitee at the address set forth below Indemnitee’s
signature hereto.



 


		(b)	To Actelis at:
	 	 	Actelis Networks, Inc.
	 	 	47800 Westinghouse Drive
	 	 	Freemont,
CA 94539 

	 	 	Attn: CEO



 


or to such other address as may have been furnished
to Indemnitee by Actelis or to Actelis by Indemnitee, as the case may be.


 


18. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same Agreement. This Agreement may also be executed and delivered by facsimile or other electronic signature and in two or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


19. Headings. The headings
of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.


 


20. Governing Law and Consent
to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws rules. Actelis and Indemnitee hereby irrevocably and unconditionally
agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery
of the State of Delaware.


 


21. Successors and Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted
assigns. No party may assign either this Agreement or any of its interest or obligations hereunder without the prior written approval
of the other party. Any purported assignment made in contravention of this Section 21 shall be null and void ab initio.


 


[Signature page follows.]


 




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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on and as of the day and year first above written.


 


	 	ACTELIS NETWORKS, INC.
	 	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 
	 	Name:	 
	 	Address:	 
	 	 
	 	 
	 	E-mail: 	 



 


[Signature Page to Actelis Indemnification Agreement]


 


 


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