COMMON STOCK PURCHASE WARRANT Actelis Networks, Inc.Common Stock Purchase Warrant • May 8th, 2023 • Actelis Networks Inc • Communications equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 8, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Actelis Networks, Inc., a Delaware corporation (the “Company”), up to 944,670 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2023 • Actelis Networks Inc • Communications equipment, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 17, 2023, between Actelis Networks, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2022 • Actelis Networks Inc • Communications equipment, nec • New York
The undersigned, Actelis Networks, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT Actelis Networks, Inc.Security Agreement • July 2nd, 2024 • Actelis Networks Inc • Communications equipment, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [____________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Actelis Networks, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2023 • Actelis Networks Inc • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2023, between Actelis Networks, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT Actelis Networks, Inc.Common Stock Purchase Warrant • December 20th, 2023 • Actelis Networks Inc • Communications equipment, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 20, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Actelis Networks, Inc., a Delaware corporation (the “Company”), up to 1,271,187 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2022 • Actelis Networks Inc • Communications equipment, nec • New York
The undersigned, Actelis Networks, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • September 25th, 2024 • Actelis Networks Inc • Communications equipment, nec • New York
Actelis Networks, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Actelis Networks, Inc.Placement Agent Common Stock Agreement • July 2nd, 2024 • Actelis Networks Inc • Communications equipment, nec • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 2, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Actelis Networks, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 5, 2024.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Actelis Networks, Inc.Pre-Funded Common Stock Agreement • December 20th, 2023 • Actelis Networks Inc • Communications equipment, nec
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Actelis Networks, Inc., a Delaware corporation (the “Company”), up to 970,187 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FIXED LIEN AGREEMENTFixed Lien Agreement • February 14th, 2024 • Actelis Networks Inc • Communications equipment, nec
WHEREAS, on 12.30.2020 Actelis Networks Israel Ltd. P.O. 512703737 (“the Company “) created, for the benefit of Migdalor Business Investments Fund, a limited partnership (“us” or “Migdalor”), a floating lien, first in rank, with no restriction in the amount, on all the Company’s property, without limit in amount, on the issued and unpaid share capital of the Company, on its reputation, on the equipment and assets detailed in the list attached as Appendix A in connection with a promissory note, as well as on all of its rights to receive funds from its customers by virtue of the agreements detailed in Appendix B to such promissory note and this to ensure its full obligations and commitments towards us. The bond was registered on January 19, 2021 in the Registrar of Companies of Israel as a lien No. 17.
credit AgreementCredit Agreement • February 14th, 2024 • Actelis Networks Inc • Communications equipment, nec
We hereby present the agreement between us regarding the credit framework and the credit to be made available to the Company in accordance with the provisions of this agreement. In addition to the provisions of this agreement, the terms of the credit framework and the credit made available to the Company (hereinafter: the “Credit”) shall be subject to and in accordance with the “Account Opening Request” and/or “Account Changes” and also the “Account Management Brochure” and “Commercial Borrower Credit Brochure” and all their appendices and amendments that we have engaged with the Bank according to them, and also subject to any specific credit/loan agreement in which we have engaged or will engage with the Bank (hereinafter, “Credit Documents”), and all that is stated in the Credit Documents, including all their terms, shall apply and obligate in all matters relating to the Credit framework and the Credit.
Unprotected Lease Agreement Drawn up and signed at Ramat Gan on January 13, 2000 Between Moshe Samoocha of 3c Kashani Street, Tel Aviv To be called hereinafter – “the Lessor;”Lease Agreement • May 2nd, 2022 • Actelis Networks Inc • Communications equipment, nec
Whereas: The Lessor is entitled to be registered as the owner of the leasehold rights for generations in the land, as defined below, and that he holds the land exclusively on which the building was constructed as defined below;
RESTRICTED STOCK REPURCHASE AGREEMENTRestricted Stock Repurchase Agreement • May 2nd, 2022 • Actelis Networks Inc • Communications equipment, nec • California
This Restricted Stock Repurchase Agreement (the “Agreement”) is made and entered into effective as of ________________________, 2015, by and between Actelis Networks Inc., a Delaware corporation (the “Company”) and Tuvia Barlev (the “Stockholder”).
SERVICES AGREEMENTServices Agreement • May 2nd, 2022 • Actelis Networks Inc • Communications equipment, nec
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into on December 27, 2021 (the “Effective Date”), by and between Actelis Networks, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”) with its offices located at ___________________________________, and Ram Vromen, an individual residing at ________________________________ (“Service Provider”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2022 • Actelis Networks Inc • Communications equipment, nec • Delaware
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”).
First Amendment to the Lease and Management Agreements from October 22, 2017Lease Agreement • May 2nd, 2022 • Actelis Networks Inc • Communications equipment, nec
Actelis Networks Date: November 30, 2017 Attention: Yoav Efron ID No 0239052570 Address: 17 Haoranim St., Ramat Efal 5296000 Re-: Personal Work AgreementPersonal Work Agreement • May 2nd, 2022 • Actelis Networks Inc • Communications equipment, nec
This Agreement is a personal Work Agreement and, therefore, unless stated otherwise explicitly, regarding your employment in the Company, subject to any law, the conditions of any agreement or arrangement, whether personal or collective, general or special and/or any Extension Order (apart from those that apply to all employers in the economy) and/or custom and/or procedure and/or any other agreement existing or that shall exist in the future, between the Company and its employees, shall not apply.
