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”).
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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Actelis Networks, Inc.Placement Agent Common Stock Agreement • December 20th, 2023 • Actelis Networks Inc • Communications equipment, nec
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 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 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 letter, dated as of October 26, 2023, by and between the Company and H.C. Wainwright & Co., LLC.
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).
