Safe-T Group Ltd. (Form: 6-K, Received: 08/10/2022 08:32:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of: August 2022

Commission file number: 001-38610

SAFE-T GROUP LTD.

(Translation of registrant’s name into English)

8 Abba Eban Ave.

Herzliya, 4672526 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____

CONTENTS

Attached hereto and incorporated by reference herein is Safe-T Group Ltd.’s (the “Registrant”) press release issued on August 10, 2022, titled “Safe-T Group Secures Up to $4 Million in Strategic, Non-Dilutive Funding to Boost Consumer Privacy Business.” The summary of the agreement provided in the press release does not purport to be complete and is subject, and qualified in its entirety, by the full text of the agreement, attached hereto as Exhibit 10.1.

The first, second and the fourth through seventh paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1, the Agreement, dated August 8, 2022, by and between Safe-T Group Ltd. and ORB Spring Ltd. (the “Agreement”), attached as Exhibit 10.1, and the forms of warrants to be issued pursuant to the Agreement, attached as Exhibits 4.1, 4.2, 4.3 and 4.4, are incorporated by reference into the registration statements on Form S-8 (File Nos. 333-233510, 333-239249, 333-250138 and 333-258744) and Form F-3 (File Nos. 333-233724, 333-235368, 333-236030, 333-233976, 333-237629 and 333-253983) of the Registrant, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit No.		Description
4.1		Form of Series A Warrant.
4.2		Form of Series B Warrant.
4.3		Form of Series C Warrant.
4.4		Form of Series D Warrant.
10.1*		Agreement, dated August 8, 2022, by and between Safe-T Group Ltd. and ORB Spring Ltd.
99.1		Press release issued by Safe-T Group Ltd. on August 10, 2022, titled “Safe-T Group Secures Up to $4 Million in Strategic, Non-Dilutive Funding to Boost Consumer Privacy Business.”

* Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the Registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Safe-T Group Ltd. (Registrant)

	By	/s/ Hagit Gal
	Name:	Hagit Gal
	Title:	Corporate Legal Counsel

Date: August 10, 2022

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.

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.

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

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.

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;

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.

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.

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.

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.

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.

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.

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.

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.

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]

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

EXHIBIT A

NOTICE OF EXERCISE

To: SAFE-T LTD.

Attn: Chief Financial Officer

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.

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.

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:

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:

Exhibit 4.2

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

Warrant Shares: 344,828

Warrant Issue Date: August __, 2022

THIS SERIES B 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 B Exercise Price (as defined below).

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 344,828 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$1.45 (the “Series B 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:

4.	Exercise Period; Vesting.

4.1.

172,414 Series B Warrants to purchase up to 172,414 Warrant Shares (50% of Series B 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;

4.2.

172,414 Series B Warrants to purchase up to 172,414 Warrant Shares (50% of Series B 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 Dae, 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$2.175 [1.5 (one point five) of Series B 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 B Warrants, still unexercised (and in such event vesting of any such unexercised Series B 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 B 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.

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 B Exercise Price for all of the Warrant Shares being purchased, in immediately available cash funds.

5.2.

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 B Exercise Price or round up to the next whole share.

8.	Adjustments

The Series B 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 B 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 B 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 B 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 B 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.

8.4.

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.

8.7.

9.	Representations and Warranties of the Company

The Company represents and warrants to Holder as follows:

9.1.

9.2.

10.	Transferability. Series B Warrants shall not be transferrable, save to transfer to the Transferees. Any transfer to a Transferee 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.

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.

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]

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

EXHIBIT A

NOTICE OF EXERCISE

To: SAFE-T LTD.

Attn: Chief Financial Officer

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 B Warrant (the “Warrant”), and tenders herewith payment in full for the purchase price of the shares being purchased.

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.

	By:
	Name:
	Title:
	Address:
	Date:

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

Dated:

By:
Name:

Exhibit 4.3

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

Warrant Shares: 2,222,222

Warrant Issue Date: August __, 2022

THIS SERIES C 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 C Exercise Price (as defined below).

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 2,222,222 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.

Exercise Price. The exercise price for each Warrant Share purchasable under this Warrant shall be US$0.675 (the “Series C Exercise Price”).

Exercise Period; Vesting.

4.1.

1,111,111 Series C Warrants to purchase up to 1,111,111 Warrant Shares (50% of Series C Warrants) shall vest on March 1, 2023 (the “Second Vesting Date”) and be exercisable as of the Second Vesting Date and for three (3) years thereafter, subject to Section ‎4.3 below; provided, however, that the Warrants under this Section ‎4.1 shall expire on the Second Vesting Date in the event the Milestone is not met, and the Partner has notified the Company on its decision to rescind the remaining balance of the Facility;

4.2.

1,111,111 Series C Warrants to purchase up to 1,111,111 Warrant Shares (50% of Series C Warrants) shall vest on September 1, 2023 (the “Third Vesting Date”) and be exercisable as of the Third Vesting Date and for three (3) years thereafter, subject to Section ‎‎4.3 below; provided, however, that the Warrants under this Section ‎4.2 shall expire on the Third Vesting Date in the event the Milestone is not met, and the Partner has notified the Company on its decision to rescind the remaining balance of the Facility; and further provided, that the Warrants under this Section ‎‎4.2 shall expire on the Third Vesting Date pro rata to the amounts of Tranches 3-8 which shall have not been actually withdrawn by the Company. By way of illustration only, (a) if the Company, at its sole discretion, withdraws US$0.5 million out of US$2 million of Tranches 3-8 available under the Agreement, than 833,333 Series C Warrants to purchase up to 833,333 Warrant Shares [75% of Series C Warrants under this Section ‎4.2] shall expire on the Third Vesting Date; and (b) if the Company, at its sole discretion, withdraws US$2 million out of US$2 million of Tranches 3-8 available under the Agreement, than none of Series C Warrants under this Section ‎4.2 shall expire on the Third Vesting Date;

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$1.0125 [1.5 (one point five) of Series C 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 C Warrants, still unexercised (and in such event vesting of any such unexercised Series C 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 C 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.

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 C Exercise Price for all of the Warrant Shares being purchased, in immediately available cash funds.

5.2.

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 C Exercise Price or round up to the next whole share.

Adjustments

The Series C 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 C 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 C 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 C 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 C 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.

8.4.

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.

8.7.

Representations and Warranties of the Company

The Company represents and warrants to Holder as follows:

9.1.

9.2.

10.

Transferability. Series C 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.

12.

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.

15.

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

16.

[signature page follows]

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

EXHIBIT A

NOTICE OF EXERCISE

To: SAFE-T LTD.

Attn: Chief Financial Officer

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 C Warrant (the “Warrant”), and tenders herewith payment in full for the purchase price of the shares being purchased.

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.

	By:
	Name:
	Title:
	Address:
	Date:

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 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

Dated:

By:
Name:

Exhibit 4.4

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

Warrant Shares: 370,370

Warrant Issue Date: August __, 2022

THIS SERIES D 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 D Exercise Price (as defined below).

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 370,370 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.

Exercise Price. The exercise price for each Warrant Share purchasable under this Warrant shall be US$1.35 (the “Series D Exercise Price”).

Exercise Period; Vesting.

4.1.

185,185 Series D Warrants to purchase up to 185,185 Warrant Shares (50% of Series D Warrants) shall vest on March 1, 2023 (the “Second Vesting Date”) and be exercisable as of the Second Vesting Date and for three (3) years thereafter, subject to Section ‎4.3 below; provided, however, that the Warrants under this Section ‎4.1 shall expire on the Second Vesting Date in the event the Milestone is not met, and the Partner has notified the Company on its decision to rescind the remaining balance of the Facility;

4.2.

185,185 Series D Warrants to purchase up to 185,185 Warrant Shares (50% of Series D Warrants) shall vest on September 1, 2023 (the “Third Vesting Date”) and be exercisable as of the Third Vesting Date and for three (3) years thereafter, subject to Section ‎‎4.3 below; provided, however, that the Warrants under this Section ‎4.2 shall expire on the Third Vesting Date in the event the Milestone is not met, and the Partner has notified the Company on its decision to rescind the remaining balance of the Facility; and further provided, that the Warrants under this Section ‎‎4.2 shall expire on the Third Vesting Date pro rata to the amounts of Tranches 3-8 which shall have not been actually withdrawn by the Company. By way of illustration only, (a) if the Company, at its sole discretion, withdraws US$0.5 million out of US$2 million of Tranches 3-8 available under the Agreement, than 138,889 Series D Warrants to purchase up to 138,889 Warrant Shares [75% of Series D Warrants under this Section ‎4.2] shall expire on the Third Vesting Date; and (b) if the Company, at its sole discretion, withdraws US$2 million out of US$2 million of Tranches 3-8 available under the Agreement, than none of Series D Warrants under this Section ‎4.2 shall expire on the Third Vesting Date;

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$2.025 [1.5 (one point five) of Series D 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 D Warrants, still unexercised (and in such event vesting of any such unexercised Series D 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 D 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.

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 D Exercise Price for all of the Warrant Shares being purchased, in immediately available cash funds.

5.2.

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 D Exercise Price or round up to the next whole share.

Adjustments

The Series D 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 D 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 D 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 D 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 D 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.

8.4.

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.

8.7.

Representations and Warranties of the Company

The Company represents and warrants to Holder as follows:

9.1.

9.2.

10.

Transferability. Series D 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.

12.

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.

15.

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

16.

[signature page follows]

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

EXHIBIT A

NOTICE OF EXERCISE

To: SAFE-T LTD.

Attn: Chief Financial Officer

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 D Warrant (the “Warrant”), and tenders herewith payment in full for the purchase price of the shares being purchased.

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.

	By:
	Name:
	Title:
	Address:
	Date:

EXHIBIT B

FORM OF TRANSFER

(To be signed only upon transfer of Warrant)

Dated:

By: Barak Avitbul

Dated: __________________

By:

Name:

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT SAFE-T GROUP LTD. TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.

AGREEMENT

This Agreement (the “Agreement”) is made and entered into on August 8, 2022, by and between Safe-T Group Ltd., an Israeli corporation, having it principal place of business at 8 Abba Evan Ave., Herzliya 4672526, Israel (“Company”), and ORB Spring Ltd., an Israeli corporation, having it principal place of business at 47 King David Blvd., Tel-Aviv 6423715 Israel (“Partner”). Each of the Company and Partner may also hereinafter be referred to as a “Party”, or collectively as the “Parties”.

RECITALS

WHEREAS, Partner seeks to expand its investment portfolio into commerce marketing by extending financing to support the generation of revenue from the sale of certain commerce marketing products;

WHEREAS, Company, through its wholly owned subsidiary, CyberKick Ltd. (“Subsidiary”), seeks to monetize such financing for certain operating expenses and costs in connection with acquisition of customers for certain of its commerce marketing Products (as defined herein), and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, each of Partner and Company, intending to be legally bound, hereby agrees as follow:

AGREEMENTS

Facility.

1.1.

Subject to the terms and conditions set forth herein, Partner agrees to extend to the Company an aggregate amount of up to $4,000,000.00 (the “Facility”) only to finance certain operating expenses and costs in connection with acquisition of customers and thus facilitate a transaction or series of transactions whereby the Subsidiary sells new subscriptions of its products and/or services (the “Product/s”) to third parties customers (the “Customer/s”), resulting in revenues to the Subsidiary (the “Customer Acquisition”). As of date hereof and up to the End Date (as defined in Section ‎1.2 below) the Company shall inform the Partner in writing, upon the Partner’s request, on the Customer Acquisition effected through tools and channels which has not been used for such purpose up to the date hereof. When used herein, the term “Product” is limited only to the products listed in Schedule 1 attached hereto, which list may be updated from time to time by mutual written agreement between the Parties, including with respect to the terms of Net Eligible Revenue (as defined herein) share for such products that may be added from time to time.

1.2.

The Facility shall be made available to the Company in tranches over a period ending on July 15, 2023 (the “End Date”), in accordance with the timetable and in amounts set forth in Schedule 1.2 attached hereto and subject to Section ‎1.4 below (each, a “Tranche”). The Company shall repay the Facility to the Partner subject to and in accordance with the provisions of Section 2 below.

1.3.

Except of the first two Tranches, for each of the Tranches, the Company may elect, at its sole discretion and based on the Company’s requirements, to draw less than the amount designated for such Tranche, and defer the unused balance to the next Tranches, provided that in no event the unused balance aggregates to $[**] or more. Upon the date on which the unused balance exceeds $[**] or, unless the Parties agree in writing to extend the term of the Facility beyond the End Date, upon the End Date, any unused balance which is not deferred pursuant to the provision above, shall be deemed as unused and irrevocably waived by the Company and the Partner shall have no obligation to provide the waived amount to the Company, and the Company shall have no obligations toward the Partner in connection with such waived amount. At least 10 business days in advance of the due date for payment of each Tranche, the Company shall deliver to Partner a written notice confirming the actual amount it wishes to draw, which amount shall not exceed the amount designated for such Tranche except to the extent that unused balance from previous Tranche is deferred to the following Tranche(s) as set forth herein. Following receipt of such notice and subject to transfer of such amount by Partner, the respective payment by Partner shall be deemed as the “Actual Tranche” and in aggregate all Actual Tranches shall be deemed the “Principal Facility”.

1.4.

Notwithstanding any other provision of this Agreement, including the Tranches timetable set forth in Schedule 1.2, the Partner shall have the right, at its sole discretion, to unilaterally rescind the remaining balance of the Facility if on February 15, 2023 the aggregate payment amounts, due and payable to the Partner by that date in accordance with Section ‎2 below with respect to the first two Actual Tranches (assuming each of them is in amount set forth in Schedule ‎1.2), whether actually received or yet received by the Partner from the Company, fall short of $[**] (“Milestone”). In the event the Milestone is not met, the Partner shall notify the Company in writing not later than February 20, 2023 on its decision whether to rescind or provide the remaining balance of the Facility.

Facility Return.

The Company shall pay the Principal Facility and additional payments to the Partner, out of Net Eligible Revenues (as defined in Section ‎2.4 below) as follows:

2.1.

Unless an Actual Tranche is repaid in full, the Partner shall be entitled to all of the Net Eligible Revenues generated or pro rata share thereof, in accordance with the provisions of Section ‎2.2 below. Once an Actual Tranche has been repaid in full and until the date set forth in Schedule ‎1.2 for each such Actual Tranche, Company shall pay Partner an amount equal to 50% of Net Eligible Revenues received with respect to such Actual Tranche (or less, subject to and in accordance with the provisions of Section ‎2.2) and retain the remainder of such Net Eligible Revenues. Upon reaching such lapse date with respect to the last Actual Tranche, the Company’s obligation to make any further payments to Partner shall terminate, and thereafter, Company shall retain 100% of all revenues, including the Net Eligible Revenue.

2.2.

The repayment amount due by Company to Partner and all other measurements herein shall be calculated separately with respect to each Actual Tranche, and shall be repaid out of the Net Eligible Revenues (as defined below) generated by those Customers acquired utilizing amounts equal to such Actual Tranche or Actual Tranches, as set forth in Schedule ‎1.2; provided that if any additional budget, other than the Principal Facility, is utilized for acquisition of the Customers during the term of this Agreement, the Net Eligible Revenues assigned for payments to the Partner hereunder shall be calculated on pro rata basis. [**]

2.3.

Notwithstanding any other provision herein, on the date set forth in Schedule ‎1.2 for each Actual Tranche (each “Measure Date”), the total repayment due to Partner shall constitute at least 100% of the respective Actual Tranche. If on each respective Measure Date, the aggregate Net Eligible Revenue (from the respective Customers) repayments paid by the Company and received by the Partner are less than the respective Actual Tranche, then Company shall complete payment to Partner by paying the balance between the aggregate Net Eligible Revenue paid to Partner and such Actual Tranche, within ten (10) business days following the respective Measure Date. The Company may elect, at its sole discretion, to pay any such difference to Partner in cash or by issuance of ordinary shares of the Company to Mr. Barak Avitbul, the controlling shareholder of the Partner, at a per share price equal to the average price of the Company’s shares on Tel Aviv Stock Exchange Ltd. (the “TASE”) for the thirty (30) trading days immediately prior to a Measure Date, which issuance shall be subject to receiving TASE approval for listing of such ordinary shares for trade on the TASE (the “TASE Approval”).

2.4.

Net Eligible Revenues. For the purpose of this Agreement, “Net Eligible Revenues” shall mean revenues generated by and received from subscriptions for the Products by Customers that were purchased using amounts equal to each Actual Tranche during the periods set forth in Schedule ‎1.2, minus direct costs associated with agents’ commissions and/or other payments to third parties in connection with such revenues.

2.5.

Payment and Reporting. The Net Eligible Revenue shall be calculated on a monthly basis, commencing the end of the last day of each month following each Actual Tranche. For each month for which Company has an obligation to make payment of Net Eligible Revenue or any part thereof, such payments shall be accompanied by a written report that specifies the Net Eligible Revenue for such month and the manner in which such Net Eligible Revenue is calculated. Company shall make respective payments to Partner within 10 business days after the end of the applicable month in which Net Eligible Revenues, from which such payments are derived, have been received.

2.6.

Right to Audit. The Partner and its representatives shall have the right to conduct an audit of the relevant books, records and accounts related to the Net Eligible Revenues during normal business hours upon giving reasonable notice of their intent to conduct such an audit, solely to verify compliance with this Agreement. In the event of such audit, the Company shall comply with the reasonable requests of the Partner and its representatives and provide access to all books, records, and accounts reasonably necessary for such audit, including [**] account records. The audit shall be conducted at Partner’s expense, unless the audit reveals that the Company has understated the applicable Net Eligible Revenues amount by more than 5%, in which event the Company shall reimburse the Partner for such expenses.

2.7.

For the avoidance of any doubt, the Parties hereby agree and acknowledge that any reference herein to acquisition of Customers by the Subsidiary, or revenues, including Net Eligible Revenues, accrued by the Subsidiary, is made solely for the purpose of calculating the amounts due and payable to the Partner hereunder and in any event no funds shall be paid by the Subsidiary to the Partner.

Warrants to Purchase Company Ordinary Shares.

3.1.

The Warrants. Within 7 days following the date on which the first Tranche shall have been received by the Company (the “Date of Issuance”), the Company shall issue to Mr. Barak Avitbul, the controlling shareholder of the Partner, warrants to purchase the Company’s ordinary shares, no par value (the “Warrants” and “Ordinary Shares”, respectively), as follows: (i) a warrant to purchase up to 2,068,966 Ordinary Shares of the Company exercisable at a price per share of US$0.725 (the “Series A Warrant” and the “Series A Exercise Price”, respectively; (ii) a warrant to purchase up to 344,828 Ordinary Shares of the Company exercisable at a price per share of US$1.45 (the “Series B Warrant” and the “Series B Exercise Price”, respectively; (iii) a warrant to purchase up to 2,222,222 Ordinary Shares of the Company exercisable at a price per share of US$0.675 (the “Series C Warrant” and the “Series C Exercise Price”, respectively); and (iv) a warrant to purchase up to 370,370 Ordinary Shares of the Company exercisable at a price per share of US$1.35 (the “Series D Warrant” and the “Series D Exercise Price”, respectively). None of the Warrants shall be transferrable, save to transfer to (i) the Permitted Transferees and (ii) transfer to any third party or parties (the “Third Parties”) of such amount of Warrants which constitutes up to 1,251,597 Warrants (25% of the Warrants issued to the Holder under the Agreement). For the purposes hereof “Permitted Transferees” shall mean any of (a) Barak’s spouse, children, parents or siblings (including any test; (b) trust created by Barak for the primary benefit of one or more of (i) Barak, (ii) Barak’s spouse, and (iii) Barak’s children, parents or siblings; (c) any legal entity controlled by Barak. For the purposes hereof, Permitted Transferees and Third Parties, shall collectively be referred to as “Transferees”.

3.2.

The Warrants shall vest and be exercisable as follows:

3.2.1.

50% of Series A and Series B Warrants shall be fully vested and immediately exercisable as of the Date of Issuance and prior to the expiration of three (3) years following the Date of Issuance, subject to Section ‎3.3 below;

3.2.2.

50% of Series A and Series B 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 Date of Issuance, subject to Section ‎3.3 below; provided, however, that the Warrants under this Section ‎3.2.2 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;

3.2.3.

50% of Series C and Series D Warrants shall vest on March 1, 2023 (the “Second Vesting Date”) and be exercisable as of the Second Vesting Date and for three (3) years thereafter, subject to Section ‎3.3 below; provided, however, that the Warrants under this Section ‎3.2.3 shall expire on the Second Vesting Date in the event the Milestone is not met, and the Partner has notified the Company on its decision to rescind the remaining balance of the Facility;

3.2.4.

50% of Series C and Series D Warrants shall vest on September 1, 2023 (the “Third Vesting Date”) and be exercisable as of the Third Vesting Date and for three (3) years thereafter, subject to Section ‎3.3 below; provided, however, that the Warrants under this Section ‎3.2.4 shall expire on the Third Vesting Date in the event the Milestone is not met, and the Partner has notified the Company on its decision to rescind the remaining balance of the Facility; and further provided, that the Warrants under this Section ‎3.2.4 shall expire on the Third Vesting Date pro rata to the amounts of Tranches 3-8 which shall have not been actually withdrawn by the Company. By way of illustration only, (a) if the Company, at its sole discretion, withdraws US$0.5 million out of US$2 million of Tranches 3-8 available under this Agreement, than 75% of the Warrants under this Section ‎3.2.4 (i.e., 37.5% of the total amount of Series C Warrants and 37.5% of the total amount of Series D Warrants) shall expire on the Third Vesting Date; and (b) if the Company, at its sole discretion, withdraws US$2 million out of US$2 million of Tranches 3-8 available under this Agreement, than none of the Warrants under this Section ‎3.2.4 shall expire on the Third Vesting Date.

3.3.

Mandatory Exercise of Warrants. 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 1.5 (one point five) of Series A Exercise Price per share (with regard to Series A Warrants ), 1.5 (one point five) of Series B Exercise Price per share (with regard to Series B Warrants), 1.5 (one point five) of Series C Exercise Price per share (with regard to Series C Warrants) or 1.5 (one point five) of Series D Exercise Price per share (with regard to Series D Warrants) 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 Mr. Avitbul, and/or any of his Permitted Transferees, to exercise all or any portion of Series A Warrants, Series B Warrants, Series C Warrants or Series D Warrants, as the case may be, still unexercised (and in such event vesting of any such unexercised 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, Series B, Series C or Series D Exercise Price (as the case may be) (the “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section ‎3.3 by delivering within not more than five (5) trading days following the end of such Mandatory Exercise Measuring Period a written notice thereof to Mr. Avitbul (which notice for the purposes hereof shall also be deemed a notice to his Permitted Transferees (the “Mandatory Exercise Notice” and the date that Mr. Avitbul 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 ‎3.3. If the Mr. Avitbul or any of his Permitted 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.

3.4.

The Series A Warrants, Series B Warrants, Series C Warrants and Series D Warrants shall be substantially in the forms attached hereto as Schedule ‎3.4A, Schedule ‎3.4B, Schedule ‎3.4C and Schedule ‎3.4D, respectively.

3.5.

Mr. Avitbul acknowledges and is aware that issuance of the Warrants and the listing of Ordinary Shares underlying such warrants (the “Warrant Shares”) on trade with the TASE will be subject to TASE Approval and that such Warrant Shares shall be subject to restrictions on resale set forth in Section 15C of the Israeli Securities Law and the Securities Regulations (Details Regarding Sections 15A to 15C of the Law), 2000 (collectively, the “Securities Law”). Mr. Avitbul hereby acknowledges that the Company accepts no responsibility for his compliance with lock-up period requirements. Mr. Avitbul understands and acknowledges that the Ordinary Shares (whether Warrant Shares or Ordinary Shares issued in accordance with Section ‎2.3 above), if and when converted into American Depositary Shares (“ADS”), or if otherwise disposed in the United States or to a U.S. person, may only be disposed of in compliance with respective U.S. state and U.S. federal securities laws.

3.6.

In connection with any transfer of ADSs other than pursuant to an effective registration statement, the Company may require Mr. Avitbul to provide to the Company an opinion of counsel selected by Mr. Avitbul and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred ADS under the Securities Act of 1933, as amended (the “Securities Act”).

3.7.

Without derogating from the provisions of Sections 3.3 and 3.4 herein, (i) within 7 days following the date hereof, the Company shall submit an application with TASE for the TASE Approval and shall use best efforts to obtain the Tase Approval as promptly as practicable; and (ii) within 60 days following the Date of Issuance of the Warrants, the Company shall file with the U.S. Securities Exchange Commission (the “SEC”) a registration statement with respect to the resale of the maximum amount ADSs that may be issuable upon the conversion of Warrant Shares and shall use best efforts to have such registration statement declared effective as promptly as practicable. The Company shall use best efforts to keep the registration statement continuously effective until the earlier of (i) the date after which all of the securities to be registered thereunder have been sold, or (ii) four (4) years following the Date of Issuance. Any costs arising out of or in connection with the foregoing shall be borne by the Company.

3.8.

In connection with the issuance of the Warrants, Mr. Avitbul represents that his is a non-U.S. Person as defined under Regulation S promulgated under the Securities Act. Mr. Avitbul further represents that he (i) is not receiving the Warrants for the account or benefit of any U.S. Person, (ii) is not, at the time of execution of this Agreement, and will not be, at the time of the issuance of the Company’s ADSs, in the United States, (iii) is not a “distributor” (as defined in Regulation S promulgated under the Act), (iv) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Securities Act; (v) is able, by reason of his business and financial experience, to protect his own interests in connection with the issuance of Warrants; and (vi) is able to afford the entire loss of his investment in the Warrant Shares. For the purpose of filing the registration statement pursuant to Section ‎3.7 above, Mr. Avitbul shall execute and deliver to the Company a certification in the form attached as Schedule ‎3.8 hereto.

3.9.

The Partner and Mr. Barak Avitbul shall deliver and/or procure the delivery to the Company of any information or document with respect to them and/or the transactions contemplated by this Agreement, which is required, if so required, under any applicable laws and regulations to be filed by the Company with the Israel Securities Authority, the TASE and/or the SEC.

3.10.

If and when the Warrant Shares are issued in accordance with the provisions hereof, the Company shall deliver to its registration company, and to the TASE and the Nasdaq (if required), with a copy to Mr. Avitbul, all the documents and information needed in order to deposit the Warrant Shares in the bank account(s) (which details shall be provided to the Company prior to or on the date the Warrants underlying the Warrants Shares are so exercised); if and when issued in accordance with the provisions hereof, the Warrant Shares shall be listed for trading on the TASE.

Right of Participation.

4.1.

If at any time from the date of the first Actual Tranche and until such date that at least seventy percent (70%) of the Principal Facility is repaid to Partner, the Company issues securities of the Company for cash consideration (the “Equity Securities” and “Equity Financing”, respectively) then Partner and/or its assignees (meaning any person or entity that controls, is controlled by or is under common control with the Partner) shall have the right to purchase up to the Partner’s Pro Rata Share (as of the date of Equity Financing) of the securities issued in such Equity Financing, on the same terms and conditions as are offered to other purchasers in such Equity Financing. Partner’s “Pro Rata Share” of any issuance or sale of Equity Securities means, on any issuance date for Equity Securities, the number of such Equity Securities equal to the product of (i) the total number of new Equity Securities to be issued by the Company on such date and (ii) the fraction determined by dividing (x) the number of Ordinary Shares acquirable upon complete exercise of all warrants issued to Mr. Avitbul by Company hereunder (without regard to any limitations on exercise thereof) immediately prior to the closing date of the Equity Financing by (y) the total number of Ordinary Shares issued and outstanding immediately prior to such issuance plus the number of Ordinary Shares set forth in (x) above (the “Right of Participation”). The Partner may, at its sole discretion, apply the Principal Facility for purchase of the Pro Rata Share securities, on first-in first-out basis (i.e., first applying the earlier Actual Tranches for such purpose), in which event the Company’s obligations hereunder with regard to the Principal Facility amounts so applied shall terminate upon issuance of the Pro Rata Share securities.

4.2.

The Company shall notify Partner in writing by email addressed to Partner’s Representative not less than three (3) business days prior to the proposed closing date of the Equity Financing (which date shall be specified in such notice), which notice shall be accompanied by all agreements and other documents then in place to be delivered to or signed by other prospective investors in the Equity Financing, and if Partner wishes to participate in the Equity Financing, it shall so notify the Company in writing not less than one (1) business day from its receipt of the original notice of the Equity Financing, and further shall execute all Equity Financing documents as required and deliver them and the purchase price for such securities and such other items as are specified to be delivered under such documents to the Company on or prior to the Equity Financing proposed closing date (or such later date as the Company may agree in writing). Notwithstanding the foregoing, in the event that such an Equity Financing is performed as an overnight transaction, the Company shall notify Partner the same in writing as soon as reasonably practicable, and if Partner wishes to participate in the Equity Financing, it shall so notify the Company in writing within not less than two (2) hours from its receipt of the said notice. For the avoidance of doubt, it is hereby clarified that the lack of response from Partner within the time limitations prescribed in this Section 4.2 shall be deemed as Partner’s response that it does not wish to participate in such Equity Financing and waives its rights under this Section 4. Reference herein to Partner’s Representative means Mr. Barak Avitbul.

4.3.

Notwithstanding the foregoing, the Right of Participation under this Section 4 shall not apply in respect of an Equity Financing and the issuance of Equity Securities by the Company in connection with issuance of securities (i) to officers, directors, employees or consultants of the Company pursuant to any compensation agreement, plan or arrangement, (ii) upon the exercise of any options, warrants or other securities exercisable or convertible into the Company’s securities, provided such securities are issued and outstanding as of the date hereof, (iii) for consideration other than cash pursuant to a merger, consolidation, acquisition, or similar business combination approved by the Company’s board of directors or (iv) share split, share dividend or any similar recapitalization.

Confidentiality and Publicity. Neither party may discuss or disclose any information, or originate any publicity, news release, or other public announcement, written or oral, whether to the public press, shareholders, or otherwise, regarding the terms and conditions of this Agreement, or the performance by either party of its obligations under this Agreement. However, the parties may discuss, disclose, or originate publicity, news releases, or other public announcements relating to information which (a) is or becomes generally available to the public other than as the result of an unauthorized disclosure by either party; (b) becomes available to either party in a manner that is not in contravention of any applicable laws from a source that is not bound by a confidential relationship with the other party; or (c) either party reasonably determines it is appropriate for disclosure under any applicable law or is required to be disclosed by any law, court order, or other legal process, including, without limitation, US and/or Israel securities laws.

Irrevocable Undertaking. Upon the date hereof, the Company and Mr. Avitbul shall enter into irrevocable undertaking in the form attached as Schedule ‎6 hereto.

Term and Termination.

7.1.

Term of Agreement. This Agreement shall commence on the Effective Date and shall be in force until all obligations of the Parties hereunder are fully satisfied, unless earlier terminated as set forth herein.

7.2.

Termination. Notwithstanding the above, this Agreement may be terminated by a Party, as follows: (a) by the Company, upon seven (7) days prior written notice, if the Partner breaches its obligations under Sections ‎1.1 or ‎1.2 hereunder, and fails to cure such breach within the notice period; (b) by the Partner upon seven (7) days prior written notice, if the Company breaches its obligation under Sections ‎2.1‎2.3, ‎3.1 and ‎3.7 hereunder and fails to cure such breach within the notice period; (c) immediately upon written notice in the event that: (i) a receiver is appointed for either Party or its property; (ii) either Party makes a general assignment for the benefit of its creditors; (iii) either Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days. The terminating Party shall be entitled to all the remedies under applicable law.

Binding Agreement and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign any of its rights or obligations under this Agreement to any individual or entity without the express written consent of the other party. Notwithstanding the foregoing, the Company may sell, transfer or assign any rights with respect to the Product (whether directly or through or by any of its subsidiaries) without securing from the assignee an acknowledgement of the obligations under this Agreement, but only subject to the following provisions: (i) within five (5) business days following the date of such assignment, the parties shall examine (a) which amount of Net Eligible Revenues was due and payable to the Partner up to the date of assignment, in accordance with the agreed forecast of revenues attached hereto as Schedule ‎8 (the “Planned Revenues”) and (b) which amount of Net Eligible Revenues was actually received and due by the Partner until the date of assignment (the “Actual Revenues”); (ii) the difference between the Planned Revenues and the Actual Revenues (the “Difference”) shall be allocated to the remaining future payments of the Planned Revenues (set forth in Schedule ‎ ‎8), pro rata to such payments, where a positive Difference shall increase such payments and a negative Difference shall decrease same (the “Adjusted Payments”); (iii) the Company, at its sole discretion, shall elect whether to pay the Partner (x) the Adjusted Payments on their respective dates set forth in Schedule ‎8 or (y) the aggregate outstanding Adjusted Payments, in one-time payment capitalized at the annual rate of SOFR (Secured Overnight Financing Rate) known on the assignment date plus [**]% per annum, which payment shall be made not later than ten (10) business days following the date of assignment.

Entire Agreement, Headings, and Modification. This Agreement contains the entire understandings of the parties with respect to the subject matter herein and supersedes all previous agreements (oral and written), negotiations, and discussions. The descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any provision hereof. Any modifications or amendments to this Agreement must be in writing and signed by both parties.

10.

Choice of Law; Jurisdiction. This Agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the State of Israel, exclusive of its conflicts of law provisions. All disputes, controversies, differences, or questions arising out of or relating to this Agreement, or to the validity, interpretation, breach, violation of term thereof, which is not settled amicably by the Parties, will be finally and solely determined and settled by arbitration in Israel before a single arbitrator (the “Arbitrator”), in Hebrew language, and in accordance with the Israeli Arbitration Law, 1968 (for purposes of which this Section constitutes an arbitration agreement). The identity of the Arbitrator will be agreed upon between the Parties in writing, or, in case such agreement is not reached within fifteen (15) days following the request made by any Party to the dispute, by the chairman of the Israeli Bar Association. The Arbitrator shall be bound by material law but shall not be bound by the rules of evidence or civil procedure, and shall give written reasons for any decision. The Arbitrator shall be authorized to render interim awards and partial verdicts.

11.

Waiver. The waiver by either Party of the breach of any covenant or provision in this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.

12.

Severability. In the event a court of competent jurisdiction declares any term or provision of this Agreement to be invalid or unenforceable for any reason, this Agreement will remain in full force and effect, and either: (a) the invalid or unenforceable provision(s) will be modified to the minimum extent necessary to make such provision(s) valid and enforceable; or (b) if such a modification is not possible, this Agreement will be interpreted as if such invalid or unenforceable provision(s) were not a part of this Agreement.

13.

Notices. All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours at the place 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) two (2) days after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the respective parties at their address as set forth above. Notices by email to the Company shall be addressed to the attention of the CFO, Mr. Shai Avnit - shai.avnit@safetgroup.com. Notices by email to the Partner shall be addressed to the attention of Mr. Barak Avitbul [**].

14.

Counterparts. This Agreement may be executed in any number of counterparts, all of which will constitute one and the same instrument and will be an original of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto through their duly authorized representatives.

Safe-T Group Ltd.		ORB Spring Ltd.

/s/ Shachar Daniel		/s/ Barak Avitbul
Shachar Daniel, Chief Executive Officer		Barak Avitbul, Chief Executive Officer

/s/ Shai Avnit
Shai Avnit, Chief Financial Officer

Agreed and acknowledged:

/s/ Barak Avitbul
Barak Avitbul

SCHEDULE 1

PRODUCTS

The following products are included for purpose of calculating Net Eligible Revenue:

Product Name	Approval Date
[**]

SCHEDULE 1.2

TRANCHES TIMETABLE

[**]

SCHEDULE ‎3.4A

FORM OF SERIES A WARRANT

SCHEDULE ‎3.4B

FORM OF SERIES B WARRANT

SCHEDULE ‎3.4C

FORM OF SERIES B WARRANT

SCHEDULE ‎3.4D

FORM OF SERIES B WARRANT

SCHEDULE ‎3.8

CERTIFICATION BY MR. AVITBUL

[**]

SCHEDULE ‎6

IRREVOCABLE UNDERTAKING

[**]

SCHEDULE ‎8

PLANNED REVENUES

[**]

Exhibit 99.1

Shape Description automatically generated with low confidence

Safe-T Group Secures Up to $4 Million in Strategic, Non-Dilutive Funding to Boost Consumer Privacy Business

Strategic Investor was Granted the Opportunity to Participate in the Company’s Growth Through Additional Future Funding at Premium Valuations

HERZLIYA, Israel, August 10, 2022 – Safe-T Group Ltd. (Nasdaq: SFET) (TASE: SFET) (“Safe-T” or the “Company”), a global provider of cybersecurity and privacy solutions for consumers and enterprises, today announced the closing of a non-dilutive strategic funding agreement of up to $4,000,000 to support the further growth of its consumer privacy solutions and its customer acquisition program.

Under the terms of the agreement, O.R.B. Spring Ltd. (“O.R.B.”) will provide the Company with an upfront cash commitment of $2,000,000 with an additional $2,000,000 available subject to achievement of certain milestones. The funding, made through a series of cash installments until July 2023, will be allocated specifically towards Safe-T’s customer acquisition program for one of its consumer privacy solutions. O.R.B. is controlled by Barak Avitbul, an accomplished technology industry entrepreneur and leader and the founder and former CEO of the Company’s enterprise privacy business subsidiary, NetNut Ltd.

“This strategic funding of up to $4 million enables us to invest into our consumer privacy customer acquisition program and grow our business. Considering current market conditions, this deal structure is much more efficient for the Company as it allows us to eliminate a material amount of transaction costs and fees without impacting our existing shareholders at current market valuations,” said Shachar Daniel, Chief Executive Officer of Safe-T Group. “Importantly, we consider it a great privilege to have a former executive of our group making an investment in the Company by aligning his financial interests with those of the Company. This is a sign of commitment and confidence in our offering and business model, as well as in our team.”

The Company will repay the funding using a revenue share model that is based on sales generated only from customers of the new consumer privacy solution acquired with each funding installment. Each such funding installment shall be repaid within two years and if the repayments do not reach 100% of the installments, then the Company will cover the remaining amounts in cash or shares, at the Company’s sole discretion. Once the investment amount has been repaid in full, Safe-T and O.R.B shall share the attributed revenue of the consumer privacy solution in equal parts (50:50) until the lapse of five years after the date on which each installment was received by the Company.

In addition, the investor was granted an opportunity to make additional investments in the Company through a series of warrants enabling him to increase his future interest in Safe-T’s businesses, including the attractive consumer privacy market. The warrants will be exercisable at prices reflecting premiums ranging from approximately 130% to 300% of the current share price, for periods of up to 3 years from the vesting dates of the warrants. Upon potential exercise of all granted warrants, the Company may receive additional aggregate gross proceeds of between $2,000,000 and $4,000,000, based upon the amount of additional funding provided.

The Company shall have the right to require the exercise of all or any portion of the warrants if the closing price of the Company’s Ordinary Shares exceeds 150% of the respective exercise price of each series of warrants for three consecutive trading days.

The Company has obtained an irrevocable undertaking from both O.R.B and Mr. Avitbul which includes a Grant of Irrevocable Proxy in connection to all voting rights attached to the Ordinary Shares of the Company underlying certain warrants or any shares issued for repayment. The undertaking shall solely apply in connection with certain voting matters and in accordance with the recommendations put forward to shareholders by the Board of Directors. The irrevocable undertaking will expire in regard to any shares sold by O.R.B. or Mr. Avitbul on a stock exchange market or upon the completion of a change of control.

About Safe-T Group Ltd.

Safe-T Group Ltd. (Nasdaq, TASE: SFET) is a global provider of cyber-security and privacy solutions to consumers and enterprises. The Company operates in three distinct segments, tailoring solutions according to specific needs. The segments include, enterprise cyber-security solutions, enterprise privacy solutions, and consumer cyber-security and privacy solutions.

Our cyber-security and privacy solutions for consumers provide a wide security blanket against ransomware, viruses, phishing, and other online threats, as well as a powerful, secured and encrypted connection, masking their online activity and keeping them safe from hackers. The solutions are designed for both advanced and basic users, ensuring full protection for all personal and digital information.

Our cyber-security solutions for enterprises, designed for cloud, on-premises and hybrid networks, mitigates attacks on enterprises’ business-critical services and sensitive data, while ensuring uninterrupted business continuity. Organizational data access, storage and exchange use cases, from outside the organization or within, are secured according to the “validate first, access later” philosophy of Safe-T’s zero trust. Our ZoneZero® solutions are available by our reseller, TerraZone Ltd., a global information security provider, as a solution or cloud service.

Our privacy solutions for enterprises are based on our advanced and secured proxy network, the world’s fastest, enabling our customers to collect data anonymously at any scale from any public sources over the web using a unique hybrid network. Our network is the only one of its kind that is comprised of millions of residential exit points based on our proprietary reflection technology and hundreds of servers located at our ISP partners around the world. The infrastructure is optimally designed to guarantee the privacy, quality, stability, and the speed of the service.

For more information about Safe-T, visit www.safetgroup.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Safe-T is using forward-looking statements in this press release when it discusses the funding available to the Company under the O.R.B. agreement and the use of funding for investment in the Company’s customer acquisition program for its consumer privacy solution, advantages from the funding including expected savings on costs and fees, that the Company will repay the funding using a revenue share model that is based on sales generated only from customers of the new consumer privacy solution acquired with each funding installment, the warrants to be issued to Mr. Avitbul, that the Company shall have the right to require the exercise of all or any portion of the warrants if the closing price of the Company’s Ordinary Shares exceeds 150% of the respective exercise price of each series of warrants for three consecutive trading days, and the irrevocable undertaking from O.R.B. and Mr. Avitbul. Because such statements deal with future events and are based on Safe-T’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Safe-T could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Safe-T’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 29, 2022, and in any subsequent filings with the SEC. Except as otherwise required by law, Safe-T undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Safe-T is not responsible for the contents of third-party websites.

INVESTOR RELATIONS CONTACTS:

Steve Gersten, Director of Investor Relations

Safe-T Group Ltd.

813-334-9745

investors@safe-t.com

Michal Efraty

Investor Relations, Israel

+972-(0)52-3044404

michal@efraty.com