Exhibit
4.26



EXCHANGE
AGREEMENT (the “Agreement”) was made as of the 30th day of June, 2017 (the “Effective
Date”), by and between BlueNRGY Group Limited, an Australian corporation (the “Company”),
and _____________ (collectively the “Noteholder”) with such Agreement being executed by the parties
on _________.



WHEREAS,
on ____________ and [as amended on __________], the Company and the Noteholder entered into that certain Convertible Promissory
Note Agreement (the “Note Agreement”), pursuant to which, the Noteholder has lent the Company and certain
of its subsidiaries funds of ___________ (the “Notes”).



WHEREAS,
for the period to June 30, 2017, interest and fees have accrued, but not been paid by the Company, in the amount of _______. The
total obligations under the Notes at June 30, 2017 stands at ____________(the “Exchange Obligations”).



WHEREAS,the Company has authorized the issuance of Class C Non-Voting Convertible Preferred Shares (“Class C Preferred”)
having the rights and designations set forth in the Exhibit hereto, including the right to convert Class C Preferred into Ordinary
Shares (“Conversion Shares”).



WHEREAS,the Company is seeking to induce Noteholder to exchange the Exchange Obligations into Class C Preferred having an initial
Face Value equal to the amount of the Exchange Obligations on the Effective Date.



WHEREAS,Noteholder
is willing to exchange the Exchange Obligations on the Effective Date for Class C Preferred, subject to receiving the consideration
and the other terms and conditions set forth herein.



WHEREAS,the
Company has duly authorized the issuance to the Noteholder of _____________ Class C Preferred Shares (the “Exchange
Securities”).



WHEREAS,
the exchange of the Exchange Obligations for the Exchange Securities is being made in reliance upon an exemption from registration
as set forth in Section 3.3 of this Agreement.



NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration
of the premises and the mutual agreements, representations and warranties, provisions and covenants contained herein, the parties
hereto, intending to be legally bound hereby, agree as follows:



1.           
Exchange. On the Effective Date, subject to the terms and conditions of this Agreement, the Noteholder shall, and the Company
shall, in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended
(the “Securities Act”), exchange the Exchange Obligations for the Exchange Securities. For purposes
hereof, “Effective Date” means June 30, 2017. On the Effective Date, the following transactions shall
occur (such transactions in this Section 1, the “Exchange”):



(a)
Concurrently with the Exchange, the Noteholder shall deliver or cause to be delivered to the Company (or its designee) a certificate
evidencing satisfaction in full of the Exchange Obligations, free and clear of all liens. Upon consummation of the Exchange, all
of the Noteholder’s rights in respect of the Exchange Obligations shall be extinguished.



(b)
On the Effective Date, the Company record in the register of Preferred Shares Noteholder’s interest in the Exchange Securities
and shall furnish Noteholder documentary evidence of such interests. The parties agree that the holding period of the Exchange
Securities and the underlying Conversion Shares, for purposes of Rule 144 under the Securities Act of 1933 tacks back to the original
issue dates of the Notes. In recognition of the duration of the holding period and the representations of Noteholder set forth
in Section 5 hereof, the Company shall make best efforts to arrange, at its sole expense, such opinion of legal counsel as may
be required by the Company’s stock transfer agent to issue Conversion Shares to Noteholder without restrictions upon any
conversion of the Exchange Securities.



(c)
The Company and the Noteholder shall execute and/or deliver such other documents and agreements as are customary and reasonably
necessary to effectuate the Exchange.















2.            
Waiver and Release.



2.1        
Upon consummation of the Exchange as contemplated by this Agreement, the Noteholder acknowledges satisfaction of all Obligations,
subject to the understanding that the Company’s Continuing Obligations to Noteholder remain unchanged by this Agreement.
Noteholder hereby acknowledges that such Noteholder has not relied on any representations or statements of the Company or any
other person not set forth herein.



3.          
Representations and Warranties of the Company. The Company hereby represents and warrants to Noteholder that:



3.1         
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good
standing under the laws of Australia. The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on its business or properties.



3.2         
Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for
the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder and
thereunder, including, without limitation, the authorization of the Exchange, and the issuance of the Exchange Securities have
been taken on or prior to the date hereof.



3.3
         Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Noteholder contained herein,
the offer and issuance by the Company of the Exchange Securities are exempt from registration under the Securities Act and all
applicable state securities laws. The offer and issuance of the Exchange Securities are exempt from registration under the Securities
Act pursuant to the exemption provided by Section 3(a)(9) or other applicable exemption thereof.



3.4          
Valid Issuance of the Securities. The Exchange Securities when issued and delivered in accordance with the terms of this
Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.



3.5          
No Consideration Paid. No commission or other remuneration has been paid by the Company for soliciting the exchange of
the Exchange Obligations for the Exchange Securities as contemplated hereby.



4.            
Registration Rights



4.1           Unless
Noteholder is otherwise permitted to sell the Exchange Securities and Conversion Shares pursuant to Rule 144 or any successor
rule or another applicable exemption, whenever the Company proposes to register any of its Ordinary Shares under the Securities
Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the
Securities Act is applicable, or a Registration Statement on Form F-1, F-4, F-8 or any successor form thereto or another form
not available for registering the Exchange Securities for sale to the public), whether for its own account or for the account
of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration
of registrable securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any
event no later than 10 days prior to the filing of such Registration Statement) to the Noteholder of its intention to effect such
a registration and, subject to Section 4 (b) and Section 4(c) hereof, shall include in such registration all Exchange Securities
of Noteholder with respect to which the Company has received a written request for inclusion in such registration within 5 business
days after the Company’s notice has been given to Noteholder. The Company may postpone or withdraw the filing or the effectiveness
of a Piggyback Registration at any time in its sole discretion and provided further, shall have no notice obligations to Noteholder
pursuant to this Section 4 if the Company is advised in writing by the managing underwriter of a primary underwritten offering
that in its opinion that the inclusion of any registrable securities, including any Exchange Securities, in such Piggyback Registration
would adversely affect the price per share of the Company ordinary shares to be sold in such offering.













4.1.              
If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter
advises the Company (if any holders of Exchange Securities have elected to include such securities in such Piggyback Registration)
in writing that in its opinion the number of Company ordinary shares proposed to be included in such registration, including all
Exchange Securities and all other Company ordinary shares proposed to be included in such underwritten offering, exceeds the number
of Company ordinary shares which can be sold in such offering and/or that the number of such ordinary shares proposed to be included
in any such registration would adversely affect the price per share of the Company ordinary shares to be sold in such offering,
the Company shall include in such registration (i) first, if applicable, the number of Company ordinary shares that the Company
proposes to sell; and (ii) second, the number of Company ordinary shares that holders of registrable securities with registration
rights senior to Noteholder propose to sell; and (iii) third, the number of Company ordinary shares requested to be included therein
by Noteholder; and (iv) fourth the number of Company ordinary shares requested to be included therein by other holders of registrable
securities, excluding Holder, allocated pro rata among all such holders on the basis of the number of registrable securities owned
by each such holder and (v) fifth, the number of Company ordinary shares requested to be included therein by holders of Company
ordinary shares (other than holders of registrable securities), allocated among such holders in such manner as they may agree.
Notwithstanding the foregoing, (a) so long as Noteholder holds Exchange Securities or Conversion Shares that Noteholder is not
permitted to sell pursuant to Rule 144 or any successor rule or other exemption, without Noteholder’s consent, no future
shareholder of the Company shall be granted piggyback registration rights after the date hereof that would reduce the number of
shares includable by Noteholder in a registration covered by these registration rights provisions; and (b) Noteholder shall have
the right to withdraw all or any portion of its Exchange Securities from a proposed registration at any time prior to the effective
date thereof.



4.2.         
This Section 4 assumes a registration of registrable securities in the U.S. subject to applicable U.S. federal securities laws,
rules and regulations for a a foreign private issuer.



5.          
Representations and Warranties of the Noteholder. The Noteholder hereby represents, warrants and covenants that:



5.1         
Organization; Authority. The Noteholder has the power and authority to enter into and to consummate the transactions contemplated
hereby and otherwise to carry out its obligations hereunder. This Agreement has been duly executed by the Noteholder, and when
delivered by the Noteholder in accordance with the terms hereof, will constitute the valid and legally binding obligation of the
Noteholder, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.



5.2           Own
Account. The Noteholder understands that the Exchange Securities are “restricted securities” as that term is
used in Rule 144(a)(3) and have not been registered under the Securities Act or any applicable state securities law.
Noteholder has been the beneficial owner of the Exchange Obligations for a period of at least one (1) year as computed in
accordance with paragraph (d) of the Rule 144 (the “Rule”).and acquired Noteholder’s interest in the Note
as principal for its own account and not with a view to or for distributing or reselling the Note or any securities issued
pursuant to the Note (including without limitation the Exchange Securities) or any part thereof in violation of the
Securities Act or any applicable state securities law, has no present intention of distributing any of such securities in
violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or
understandings with any other persons to distribute or regarding the distribution of such securities (this representation and
warranty not limiting the Noteholder’s right to sell the Exchange Securities pursuant to a registration statement or
otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any
applicable state securities law. The Noteholder is acquiring the Exchange Securities hereunder in the ordinary course of its
business.



5.3          Noteholder
Status. At the time the Noteholder was offered the Exchange Securities, it was, and as of the date hereof it is either:
(i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the
Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. The
Noteholder has not participated and will not participate in the direct or indirect underwriting of any distribution of the
Exchange Securities and the Noteholder is not required to be registered as a broker-dealer under Section 15 of the Exchange
Act. Noteholder is not aware of any material, non-public information about the Company.













5.4          
Experience of the Noteholder. The Noteholder, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the
Exchange Securities, and has so evaluated the merits and risks of such investment. The Noteholder is able to bear the economic
risk of an investment in the Exchange Securities and, at the present time, is able to afford a complete loss of such investment.



5.5         
Reliance on Exemptions.The Noteholder understands that the Exchange Securities are being offered and issued to it in reliance
on specific exemptions from the registration requirements of United States federal and state securities laws and the Company and
its outside counsel, the Company’s transfer agent and Noteholder’s counsel are authorized to rely upon the truth and
accuracy of, and the Noteholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Noteholder set forth herein in order to determine the availability of such exemptions, the eligibility of the Noteholder
to acquire the Exchange Securities and in connection with the other matters set forth herein. Noteholder consents to its broker
communicating with the Company in connection with any sale of the Exchange Securities.



5.6          
Ownership. The Noteholder is the record and beneficial owner of, and has good and marketable title to the Notes, free and
clear of any and all liens, security interests, charges or encumbrances, agreements, voting trusts, proxies or other arrangements
or restrictions of any kind whatsoever.





6.
            Director appointment rights.



6.1          
Upon consummation of the exchange of the Exchange Obligations for the Exchange Securities as contemplated by this Agreement, the
Company hereby grants the right, but not obligation, for the holders of the Class C Preferred shares, in aggregate, to appoint
one member to the Company’s board of directors,for so long as at least US$1,000,000 worth of Class C Preferred shares are
on issue, subject to such limitations as are required to comply with the Corporations Act 2001 (“the Act”)
and the Company’s Constitution.



7.            
Indemnification.



7.1          
Indemnification by the Company. The Company agrees to indemnify, hold harmless, reimburse and defend the Noteholder, and
its officers, directors, agents, affiliates, members, managers, control persons, and principal shareholders, against any claim,
cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon
the Noteholder or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company
or breach of any representation or warranty by Company in this Agreement or in any exhibits or schedules attached hereto, or other
agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance
by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by
the Company and Noteholder relating hereto.



7.2         
Indemnification by the Noteholder. The Noteholder agrees to indemnify, hold harmless, reimburse and defend the Company
and any of its officers, directors, agents, affiliates, members, managers, control persons, and principal shareholders, against
any claim, cost, expense, liability, obligation, loss or damage of any nature, (including without limitation claims relating to
the failure to include a restrictive legend on the Exchange Securities) and reasonable legal fees related thereto,, incurred by
or imposed upon the Noteholder or any such person which results, arises out of or is based upon (i) any material misrepresentation
or misstatements of facts or the delivery of misleading or false information by the Noteholder or breach of any representation
or warranty by the Noteholder in this Agreement or in any exhibits or schedules attached hereto, or other agreement delivered
pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Noteholder
of any covenant or undertaking to be performed by the Noteholder hereunder, or any other agreement entered into by the Company
and the Noteholder relating hereto.













8.            
Miscellaneous



8.1         
Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the parties hereto and the respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.



8.2
        Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state or federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



8.3          
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.



8.4         
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient; if not, then on the next business day, (c) five (5) business days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be sent to (a) in the case of the
Company to BlueNRGY Limited, Level 32, 200 George Street, Sydney, NSW 2000, Australia, Attention: Richard Pillinger or (b) in
the case of the Noteholder, to the address as set forth on the signature page or exhibit pages hereof or, in either case, at such
other address as such party may designate by TEN (10) business days advance written notice to the other parties hereto.



8.5          
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the Company and the Noteholder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon Noteholder
and the Company, provided that no such amendment shall be binding on a holder that does not consent thereto to the extent such
amendment treats such party differently than any party that does consent thereto.



8.6         
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded
and shall be enforceable in accordance with its terms.



8.7          
Entire Agreement. This Agreement represents the entire agreement and understandings between the parties concerning the
Exchange and the other matters described herein and therein and supersedes and replaces any and all prior agreements and understandings
solely with respect to the subject matter hereof and thereof.



8.8          
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.













8.9          
Interpretation. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the
singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including”
has the inclusive meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder”
or “herein” relate to this Agreement.



[SIGNATURES
ON THE FOLLOWING PAGE]















IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.



| | THE
COMPANY           
| | ----------------------
| |                       
| | BLUENRGY
GROUP LIMITED
| |                       
| | By:                   
| |                       
| |                       



| | NOTEHOLDER:      
| | -----------------
| |                  
| | [NOTEHOLDER NAME]
| |                  
| | By:              
| |                  
| |                  



[Signature
Page to Note Exchange Agreement]













Exhibit
to Note Exchange Agreement



Rights
and Preferences of BlueNRGY Group Limited Class C Preferred Stock



The
terms and conditions which apply to the Class C Preference Shares (“Class C Preferred”) are as follows:



Each
Class C Preferred share confers on the holder:



| | (i) | in
                                         liquidation:
| | --- | --------------------------------------------------------



| | a. | the
                                         right to a preference over the holders of the Company’s ordinary shares in an amount
                                         equal to the Face Value of each such share, which equals one U.S. dollar (US $1.00);
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | the
                                         right to distribution of the Face Value paripasu with the distribution rights of then
                                         outstanding Class B Preference Shares, if any.                                     



| | (ii) | voting
                                         rights in relation to Class C Preferred matters only, such matters being those relating
                                         to;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. | circumstances
                                         where a dividend in respect of Class C Preferred shares is unpaid by the Company;                                          
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | a
                                         proposal to reduce the Company’s share capital;                                                                                        
| | c. | a
                                         resolution to approve the terms of a buy-back agreement;                                                                               
| | d. | a
                                         proposal that affects the rights attached to Class C Preferred shares;                                                                 
| | e. | a
                                         proposal to wind up the Company;                                                                                                       
| | f. | a
                                         proposal for the disposal of the whole of the Company’s property, business and
                                         undertaking; or
| | g. | a
                                         vote during the Company’s winding up.                                                                                                  



| | (iii) | no
                                         voting rights in relation to other matters of the Company.
| | ----- | ------------------------------------------------------------------------------------------------------



| | (iv) | a
                                         right to receive dividends, if lawfully payable or declared, on an as-if-converted basis.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------



| | (v) | The
                                         Company shall have the right to redeem any number of Class C Preferred shares at any
                                         time at its sole discretion, subject to the Act, for Face Value plus 20% per annum of
                                         Face Value, pro-rated from the date of issuance of the Class C Preferred shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | The
                                         Class C Preferred shares will be converted to ordinary shares (“Conversion
                                         Shares”) from time to time by the Company at its discretion or promptly
                                         upon demand of the Noteholder, provided that no such conversion shall be allowed if it
                                         would result in any person acquiring a relevant interest in any shares that leads to
                                         any person acquiring voting power in the Company of more than 19.9% of outstanding voting
                                         shares of the Company following the issuance (“Threshold Percentage”).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | The
                                         Threshold Percentage limitation does not apply:
| | ----- | --------------------------------------------------------------------------------------------

| | a. | in
                                         connection with a sale or merger of the Company affecting 100% of the outstanding equity;
                                         or                                                                                                                                                                                                           
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | if
                                         requisite shareholder approval has been obtained to permit such conversion in accordance
                                         with Chapter 6 of the Corporations Act. The Company is to seek such approval promptly
                                         following the earliest time it believes the requisite approval can be obtained.



| | (viii) | The Conversion
                                                                                                                                                    Price is US$0.50 per ordinary share, subject to the following:
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. | The
                                         Conversion Price shall be adjusted up or down as applicable to reflect any stock consolidations,
                                         splits or any other reconstructions or reorganisations of the Company’s issued
                                         capital; and                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | The
                                         Conversion Price of all unconverted Class C Preferred Shares shall automatically be adjusted
                                         downward if, at any time after the issuance date of such shares, the Company issues,
                                         pursuant to approval by the majority of disinterested members of the Board, additional
                                         equity or equity-linked securities from one or more third parties at a lower price per
                                         ordinary share than the Conversion Price and in an amount aggregating in excess of US$1.0
                                         million, in which case the adjustment would be such lower amount.
| | c. | For
                                         the avoidance of doubt, the number of times the Conversion Price may be adjusted pursuant
                                         to clause (viii)(b) is not limited.